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Partners acknowledges that Village Partners is obligated by this Agreement to pay to City the full, <br />actual cost for the preparation of the Environmental Documents, and the administration fee, as <br />deemed reasonable or necessary by City, to ensure the legal sufficiency of the Environmental <br />Documents. The Deposit will be applied towards the actual total cost of the Environmental <br />Documents and the administration fee. Village Partners shall thereafter make payments to City <br />for the balance of City's costs for preparation of the Environmental Documents within ten (10) <br />days of the date City submits written invoices to Village Partners. <br />Section 2. Compliance Required. Village Partners acknowledges that City may <br />require Village Partners to make additional payments, supply data and information to determine <br />whether Village Partners' Project may have a significant effect on the environment, and to assist <br />City and the consultant in preparing the environment documents. Village Partners shall promptly <br />comply with all such requests by City. <br />Section 3. Failure to Comply. If, at any time, Village Partners unreasonably delays in <br />advancing monies as requested by City, paying any invoice from City when due, or failing to <br />provide City with information or data requested pursuant to Section 2 hereof, such unreasonable <br />delay shall suspend the running of the time periods described in State CEQA Guidelines sections <br />15107 and 15108, in accordance with section 15109, for the period of such unreasonable delay. <br />Alternatively, Village Partners acknowledges and agrees that City may, without liability to Village <br />Partners, disapprove the Project for Village Partners' delay in satisfying City's requirements. <br />Section 4. Notices. Any notice or other communication required, or which may be <br />given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered <br />(i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, <br />with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; <br />or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first <br />class, certified, registered or express mail; in each case properly posted and fully prepaid to the <br />appropriate address set forth below, or such other address as a Party may provide notice in <br />accordance with this section: <br />CITY: <br />Brian Desatnik, Director <br />Development Service Department <br />35 Cajon Street, Ste. 20 <br />P.O. Box 3005 (mailing) <br />Redlands, CA 92373 <br />bdesatnik@cityofredlands.org <br />(909) 798-7555 <br />VILLAGE PARTNERS VENTURES, LLC: <br />Donald Henry, Member <br />Village Partners Ventures, LLC 4340 <br />Von Karman Avenue, Suite 110 <br />Newport Beach, CA 92660 <br />don@villagepartners.com <br />(949) 647-7767 <br />Section 5. Attorneys' Fees. In the event any action is commenced to enforce or <br />interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to <br />costs and any other relief, be entitled to recovery of its reasonable attorneys' fees, including fees <br />for use of in-house counsel by a Party. <br />Section 6. Entire Agreement/Amendment. This Agreement represents the entire <br />agreement and understanding between the Parties as to the matters contained herein, and any prior <br />2 <br />LAca\djm\Agreements\Village Partners Developer Funding Agreement.EA-7.1.FY20-0099.docx.jn <br />