REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (“Agreement”) is made and entered into as of the _____ day of May, 2026, by and among the City of Benicia (“Benicia”), a California municipal corporation, and the City of Fairfield (“Fairfield”) a California municipal corporation . Benicia and Fairfield are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. In 2017, Benicia was awarded federal One Bay Area Grant Cycle 2 (“OBAG 2”) funds for the Park Road Improvement Project (Federal Project No. STPCML-5003(031)) (City Project No.
T-120) ( “Project”) and Benicia City Council approved an agreement with the Solan o Transportation Authority (“STA”) by Resolution 17-102.
B. In 2017, as part of the OBAG 2 grant agreement, Benicia entered into two transportation funding exchanges with the cities of Rio Vista and Dixon totaling $334,710, approved by Council Resolution No. 17 -134. Benicia subsequently paid this amount using Measure C funds, allocating $89,496 to the city of Rio Vista and $245,214 to the city of Dixon.
C. On June 27, 2017, the City Council of Benicia approved a local match share of $2,800,000 for the Project from Measure C funding by Resolution 17-102.
D. The Project consists of pavement repairs, storm drainage improvements, as well as a new bicycle facility along Park Road between Oak Road and Bayshore Road.
E. On September 20, 2022, Benicia received approval of an Authorization to Proceed (Caltrans Form E -76) to Construction Phase from Caltrans for Project (Federal Project no.
STPCML-5003(031)) in the amount of $2,731,000 (“Federal Funds”).
F. On June 6, 2023, the City Council of Benicia rejected all bids for the Park Road Improvement Project due to insufficient funding after three bids were received and opened on April 18, 2023, by Resolution 23-59.
G. On June 14, 2023, the Board for STA approved the reprogramming of CMAQ and STP OBAG 2 funding from Benicia's Park Road Improvement Project to Fairfield's East Tabor Tolenas Safe Routes to School Project pending de -obligation request from Benicia to Caltrans.
H. On July 18, 2023, the City Council of Beni cia de -obligated the federal OBAG 2 funding for construction of the Park Road Improvement Project in the amount of $2,731,000 and authorized the Public Works Director to submit the required de -obligation paperwork to Caltrans by Resolution 23-106.
I. On July 24, 2023, the City of Benicia Public Works Director submitted a letter to Caltrans Local Assistance District 4 de-obligating the entirety of Federal Funds previously obligated for the Park Road Improvement Project in the amount of $2,731,000 for the construction phase of the Project.
J. In order to facilitate coordination between the Parties, Fairfield agrees to reimburse Benicia for its actual and reasonable costs in connection with the local contributions that were paid in 2017 in support of the OBAG 2 grant agreement, in the amount of $334,710.00, as provided in this Agreement.
K. The Parties to this Agreement wish to establish the terms and conditions o f such reimbursement obligation.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the Parties hereby agree as follows:
1. Effective Date. This Agreement shall be effective as of ___________ , 2026 (“Effective Date”).
2. Term. The term of this Agreement shall commence on the Effective Date and terminate upon the receipt of notice of termination of this Agreement by either Party in accordance with Section 5 (hereafter the “Termination Date”).
3. Reimbursement Obligation. Fairfield shall pay Benicia for actual and reasonable costs in connection with the local contributions that were paid in 2017 in support of the OBAG 2 grant agreement, in the amount of $334,710.00 (“Reimbursable Costs”), subject to the provisions of this Agreement.
4. Final Payment. Fairfield hereby agrees to reimburse Reimbursable Costs as follows:
a. Final Invoice and Payment. Within thirty (30) days after Effective Date, Fairfield will deposit with Benicia the amount of three hundred thirty -four thousand and seven hundred ten dollars ($334,710.00 ) in the form of cash or other immediately available funds to be used by Benicia toward the payment of Reimbursable Costs (“Deposit”). Benicia shall deliver to Fairfield a closing invoice (“Closing Invoice”) confirming payment of the Reimbursable Costs under this Agreement. b. Use of Deposit. Benicia shall use the Deposit to pay for the Reimbursable Costs.
The Deposit may be commingled with other funds of Benicia.
5. Termination. Either Party may terminate this Agreement by providing fifteen (15) business days’ prior written notice to the other Party in accordance with Section 11. If Fairfield is in default of its payment obligations under this Agreement and fails to cure such default within fourteen (14) calendar days (“Cure Period”) following written notice from Benicia (including a description of the default and the manner in which it can be cured) , then Benicia may terminate this Agreement by providing notice to Fairfield.
6. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the matters set forth herein. Any amendments, modifications, or changes to this Agreement shall be in writing and signed by both Parties.
7. Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.
8. Severability. If any provision of this Agreement or the application of any such provision shall be held by a court of competent jurisdiction to be invalid, void , or unenforceable to any extent, the remaining provisions of this Agreement and the application thereof shall remain in full force and effect and shall not be affected, impaired, or invalidated.
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9. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors, and assigns.
10. Jurisdiction. This Agreement shall be administered and interpreted under the laws of the State of California without regard to its choice of law rules. Jurisdiction and venue of litigation arising from this Agreement shall be in the County of Solano, State of California.
11. Notices. Notices required by this Agreement shall be personally delivered, mailed, postage prepaid, or mailed via nationally recognized overnight courier as follows:
To the City of Fairfield:
City of Fairfield
Public Works Department
1000 Webster Street, 3rd Floor
Fairfield, CA 94533
Attn: Ryan Panganiban
(707) 428-7017
[email protected]
with a copy to:
To the City of Benicia:
Public Works
250 East L Street
Benicia, CA 94510
Attn: Deputy Public Works Director
Tel: (707) 746-4203
with a copy to:
Burke, Williams & Sorensen, LLP
131 Third Street
San Rafael, CA 94901
Attn: Benjamin Stock
Tel: (415) 755-2609
Notices given by personal delivery shall be effective immediately. Notices given by overnight courier shall be effective upon the date of delivery. Notices given by mail shall be deemed to have been delivered five (5) days after having been deposited in the United States mail, postage prepaid and return receipt requested. Any Party may change its address for notice by written notice to the other Party in the manner provided in this paragraph 11.
12. Interpretation. The titles to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. As used in this Agreement, masculine, feminine, or neutral gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Agreement is the product of negotiations among the Parties, and it shall not be construed as if it had been
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prepared by one of the Parties, but rather as if both of the Parties have prepared the same. Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in interpreting this Agreement.
13. Authority. Each person executing this Agreement covenants and warrants that (i) the Party on whose behalf he or she is signing is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (ii) the Party is duly qualified to do business in California, (iii) the Party has full corporate, partnership, trust, association, or other power and authority to enter into this Agreement and to perform all of its obligations hereunder, and (iv) each person (and all of the persons if more than one signs) signing this Agreement is duly and validly authorized to do so.
14. Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one original.
Facsimile or PDF signatures shall be deemed originals.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
CITY OF BENICIA:
CITY OF BENICIA,
a Municipal Corporation
(Date) ___________
City Manager
APPROVED AS TO FORM:
(Date)___________
City Attorney
ATTEST:
(Date)___________
City Clerk
CITY OF FAIRFIELD:
CITY OF FAIRFIELD,
a Municipal Corporation
(Date) ___________
City Manager
APPROVED AS TO FORM:
(Date) ___________
City Attorney
ATTEST:
(Date) ___________
City Clerk
4/23/2026