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Home My WebLink About58-93 ! • • • RESOLUTION NO. 58-93 A RESOLUTION OF THE TOWN OF LOS ALTOS HILLS APPROVING AND AUTHORIZING EXECUTION OF AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND THE ESHNER FAMILY UNITRUST WHEREAS, the City Council of the Town of Los Altos Hills has read and considered that certain Agreement between the Town and The Eshner Family Unitrust ("Developer") , concerning applications for a tentative subdivision map; NOW, THEREFORE, the Town of Los Altos Hills does RESOLVE as follows: Section 1. Public interest and convenience require the Town of Los Altos Hills to enter into the Agreement described above. Section 2 . The Town of Los Altos Hills hereby approves the Agreement and the Mayor is hereby authorized on behalf of the Town to execute the Agreement between the Town of Los Altos Hills and Developer. REGULARLY PASSED AND ADOPTED this 1st day of September, 1993 . / By: Mayor ATTEST: City lerk PB\FORMS\149490JY.W50 08/25/93 0 • AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND THE ESHNER FAMILY UNITRUST This Agreement is made and entered into this 1st day of September , 1993 by and between the Town of Los Altos Hills ("Town") and The Eshner Family Unitrust ("Developer") . RECITALS A. Developer has submitted applications for a tentative subdivision map necessary to and desirable for Developer's developing residential housing (the "Project") on approximately 9.23 acres of property (the "Property") within the Town. B. Town has determined that the Project requires a supplemental environmental impact report ("SEIR") and extensive Town staff (including, but not limited to city attorney) review of the Project and SEIR. C. Developer has agreed to defray the costs of the preparation of the SEIR and of the Town' s preparation and evaluation of all documents and reports related to the Project and the SEIR. THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. SEIR Costs. Developer shall defray all reasonable costs related to the preparation and evaluation of the SEIR for the Project, including, but not limited to, the costs to be paid to the Town's consultant who will prepare the SEIR ("Consultant") . Town's contract with the SEIR Consultant shall be for a not-to-exceed sum plus expenses and any amendment to such contract shall be for a not-to-exceed sum plus expenses. Developer shall also defray all reasonable costs incurred by the Town related to preparation and evaluation of the SEIR and the preparationof related documents. Section 2 . Other Costs. Developer shall defray all the Town' s reasonable costs of preparation of documents and reports and evaluation of all aspects of all applications related to the Project, including, but not limited to the Town' s staff and Town' s consultants' evaluation and preparation of documents. Section 3 . Deposit. t' o related to the Project is deemed Before any application n � complete, Developer shall deposit with the Town Clerk a deposit of $ 5,750 , which deposit shall be drawn upon by the • • • • Finance Officer to pay the costs set out in Sections 1 and 2 above ("Deposit") . Whenever the Deposit is reduced to $ 2,300 , the Town Clerk shall notify Developer and Developer shall increase the Deposit to a .total of $ 5,750 within seven (7) days of the Town Clerk's notice. The Town shall have the right to cease processing Developer's applications for the Project any time the Deposit is less than $ 2,300 Section 4. Accounting. Each month the Town shall send to Developer an accounting of the costs charged Developer by Town for the previous month. Developer shall be permitted to examine Town' s records relating to costs for the Project during the Town' s normal business hours. Section 5. Withdrawal. Developer has the right at any time to withdraw any or all applications relating to the Project, and the Town shall, upon receipt of notice from Developers, cease all work on processing the application(s) which Developer withdraws. In the event of such 'a withdrawal, Developer shall pay Town for all costs expended by Town under this Agreement through the date of withdrawal. If Developer withdraws all applications relating to the Project any money deposited to Town by Developer which is not due to Town for services performed under this Agreement through the date of Town's receipt of the notice of withdrawal shall be returned to Developer within thirty (30) days of the receipt of the notice of withdrawal. Section 6. No Control. Town has complete control over the management and processing of the SEIR and Project, and Town is in no way bound to prepare, process or administer the SEIR or Project in any particular manner or to come to any particular decision regarding any aspect of the SEIR or Project. Developer shall have no control over the amount of income or flow of income paid to Town staff and Town consultants who will be preparing, processing and :administering the SEIR and the Project. No payments paid by Developer- to Town shall be returned or waived because of any recommendation or decision regarding the SEIR or Project by the Town Council or any Town staff or Town consultant. Developer shall have no control over the hiring, firing or conditions of employment of any Town staff or Town consultant- who will be preparing, processing or evaluating the SEIR and the Project. Section 7. Legal Adequacy. As real party in interest in any lawsuit attacking the SEIR, the Project or any aspect of the Project, Developer agrees to bear the sole financial responsibility for defending itself and the Town in any such lawsuit. Developer further agrees to Page 2 i . S • indemnify the Town against any such lawsuit, if Town chooses to defend itself in such a lawsuit, including attorney fees (of an attorney of Town's choosing) and costs incurred as a result thereof. Section 8 . SEIR Consultant. Developer acknowledges that the Consultant will be under contract with the Town to prepare the SEIR, and Developer agrees that neither the Developer nor any officer, employee or agent of Developer shall meet or discuss any aspect of the Project or the SEIR with any officer, employee, agent or subcontractor of Consultant without a Town representative present. Section 9 . Governing Law. The law governing this Agreement shall be that of California. Section 10. Waiver. Waiver by Town of any breach or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. Section 11. Notices. All notices and other communications required or permitted to be given under this Agreement shall be given in writing by personal delivery, by facsimile transmission with verification of receipt or by U.S. mail, postage prepaid and return receipt requested, addressed to the respective parties as follows: To Agency: Town of Los Altos Hills Attn: Linda Niles 26379 Fremont Road Los Altos Hills, CA 94022 Fax # (415) 941-3160 To Developer: The Eshner Family Unitrust c/o University National Bank & Trust Company Attn: Cheryl Howell P.O. Box 89 Palo Alto, CA 94302 Notice shall be deemed communicated on the earlier of actual receipt or forty-eight (48) hours after deposit in the U.S. mail, the date of delivery shown on deliverer' s receipt, or by acknowledgement of facsimile transmission. Page 3 411 110 III III Section 12 . Attorneys ' Fees. In any legal action or proceeding brought for enforcement of this Agreement, the successful party shall be entitled to recover reasonable attorneys ' fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled. Section 13 . Successors and Assigns. The covenants and agreements contained in this Agreement shall be binding on the successors and assigns of the parties hereto. IN WITNESS WHEREOF, Town and Developer have executed this Agreement effective as of the day and year first above written. Attest: "Town" Town of Los Altos Hills / / Mayor "Developer" The Eshner Family Unitrust By: University National Bank & Trust Company, trustee B / Y= Cheryl G. Howell, Vice President and Senior Trust"/ Officer Date: c7 , /WO O PB\MAS\149490JW.W50 08/16/93 Page 4