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REV: 07-23-21 VR
<br />of the cost of the Transit District CEQA Review, including the ESA Scope, Staffing Costs
<br />and any additional costs incurred to complete the review. Therefore, Developer is
<br />responsible to pay Five Hundred Thirty-One Thousand Seven Hundred Twenty-Seven
<br />Dollars ($531,727) of the ESA Scope, plus 70 percent of any Staffing Costs and 70
<br />percent of any additional costs incurred relative to the Transit District CEQA Review
<br />Notwithstanding the foregoing, the City’s responsibility for costs associated with the
<br />Transit District CEQA Review shall not exceed Three Hundred Thousand Dollars
<br />($300,000) as budgeted by the City Council
<br />2. CEQA Deposit. City shall establish an account designed to fund the Transit
<br />District CEQA Review (“CEQA Deposit”). On or about the Effective Date of this First
<br />Amendment, Developer shall fund the CEQA Deposit by depositing with City 30 percent
<br />of its share of the ESA Scope or One Hundred Fifty-Nine Thousand Five Hundred
<br />Eighteen Dollars and Ten Cents ($159,518.10) in the form of a wire transfer of good funds.
<br />Thereafter, Developer shall replenish the CEQA Deposit monthly such that the CEQA
<br />Deposit does not fall below Fifty Thousand Dollars ($50,000) to ensure adequate funds
<br />are available to pay ESA’s invoices, Staffing Costs and any other CEQA review related
<br />costs. Because the City does not anticipate continuing the Transit District CEQA Review
<br />if Developer withdraws its Project proposal, the CEQA Deposit is refundable in
<br />accordance with Section 5.03 of the Agreement, which provides that Developer shall
<br />remain liable for expenses incurred prior to termination.
<br />3. Indemnification. To the fullest extent permitted by law, notwithstanding the
<br />percentages identified in paragraph 2 above, Developer shall fully defend, indemnify (at
<br />Developer’s sole cost and expense and with legal counsel selected and approved by the
<br />City in the City’s sole discretion) and hold harmless the City and its officers, officials,
<br />boards, commissions, employees, consultants, agents, and volunteers from and against
<br />any claim, action, or proceeding to attack, set aside, void, or annul any action taken by
<br />the City on the Transit District CEQA Review, or any of the proceedings, acts, or
<br />determinations taken, done or made prior to said action, including, but not limited to, any
<br />writ of mandate, litigation, declaratory relief, or due process litigation which may arise or
<br />result from or be related in any way to the Transit District CEQA Review. To the extent
<br />that the City is required to use any of its own resources to respond to such a claim, action,
<br />or proceeding, Developer will reimburse the City upon demand and upon presentation of
<br />an invoice describing the work done, the time spent on such work, and the hourly rate for
<br />such work by the employee, consultant, or agent of the City, including, but not limited to,
<br />all costs and fees incurred in additional investigation, or study of, or for supplementing,
<br />redrafting, revising, or amending any document (such as an environmental impact report,
<br />specific plan, or general plan amendment).
<br />ATTY/AGR.2021/Amend. No. 1/Lowe (Sequoia Station) (Page 2 of 3)
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