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REIMBURSEMENT AGREEMENT
Final Map of Tract No. 6281
THIS REIMBURSEMENT AGREEMENT (Agreement) is made and
entered into as of t his _____ day of ________ 2026 (Effective Date ) by and between the City of Fresno, a municipal corporation (City), and Century Communities of California, LLC, a Delaware limited liability company (Century), collectively, the “Parties”.
RECITALS
WHEREAS, on July 21, 2021, Tract No. 6281 was annexed into the City’s Community Facilities District (CFD) No. 11 as Annexation No. 96, by City Council Resolution No. 2021- 193, incorporated herein by reference and attached as Exhibit A; and
WHEREAS, the purpose of CFD No. 11 is to provide funding for the maintenance of certain required improvements within Tract No. 6281, including maintaining, repairing or replacing all ground level infrastructure, including, but not limited to, local street paving associated with Tract No. 6281; and
WHEREAS, pursuant to the terms of the “Subdivision Agreement Final Map of Tract No. 6281, of Vesting Tentati ve Map No. 6281 Addendum to Subdivision Agreement for Rights of Way Acquisition,” (Subdivision Agreement) , which was recorded along with the Final Map of Tract No. 6281 on November 24, 2021 and is hereby incorporated by reference and attached as Exhibit B, Century is required to construct subdivision improvements related to the Final Map of Tract No. 6281 including, but not limited to, paving of the local streets within the subdivision of Tract No. 6281, which improvements will then be maintained by CFD No. 11; and
WHEREAS, Century is required to repave some of the local streets within Tract No. 6281 as a result of corrective work required prior to City’s acceptance of the subdivision improvements; and
WHEREAS, Century and City agree that Century’s obligation to address remaining corrective work would be satisfied by applying a basic seal coat to all Tract No. 6281 local streets at Century’s sole cost and expense in the amount of Fifty-Nine Thousand Eight -Hundred and No/100 Dollars ($59,800.00) , pursuant to the terms of the Subdivision Agreement, as a condition precedent to City’s acceptance of Tract No. 6281 subdivision improvements; and
WHEREAS, City has determined that a better investment would be made with a Type I slurry seal treatment (Slurry Seal), which would address not only Century’s obligations but provide a higher -level, longer -lasting pavement treatment; and
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WHEREAS, Century desires to obtain City’s acceptance of the Tract No. 6281 subdivision improvements; and
WHEREAS, City desires to obt ain Century’s agreement to apply S lurry Seal to all Tract No. 6281 local streets in exchange for City reimbursing Century the difference between Century’s cost of applying basic seal coat and Century’s cost of applying Slurry Seal; and
WHEREAS, the application of S lurry Seal treatment is a reimbursable expense under CFD No. 11 for Tract No. 6281 because it relates to local street paving; and
WHEREAS, Century has obtained a low bid in the amount of One Hundred Seventy-Three Thousand Two Hundred Fifty -Eight and 92/100 Dollars ($173,258.92) to apply Slurry Seal to all Tract No. 6281 local streets.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement , and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Century shall complete the application of Slurry Seal to all Tract No. 6281 local streets and shall request City inspection of the application immediately after completion thereof.
2. Upon City’s inspection and acceptance of Century’s application of Slurry Seal to the local streets of Tract No. 6281 by the Public Works Director or designee, City shall pay to Century the amount of One Hundred Thirteen Thousand Four Hundred Fifty -Eight and 92/100 Dollars ($113,458.92) (Reimbursement Payment); which amount is the difference between the Slurry Seal bid amount of One Hundred Seventy -Three Thousand Two Hundred Fifty - Eight and 92/100 Dollars ($173,258.92) and the basic seal coat amount of Fifty - Nine Thousand Eight -Hundred and No/100 Dollars ($59,800.00) . This Reimbursement Payment shall be funded from the currently available funds of CFD No. 11 for Tract No. 6281.
3. Effective upon receipt of the Reimbursement Payment, Century hereby releases and discharges City and its officers, officials, employees, agents, and volunteers from any and all claims, demands, causes of actions, liabilities, and damages related to payment for the application of Slurry Seal within Tract No. 6281.
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4. This Agreement may be modified only by written instrument executed by duly authorized representatives of both City and Century.
5. To the furthest extent allowed by law, Century shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by City, Century or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Agreement .
Century’s obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of City or any of its officers, officials, employees, agents or volunteers. This section shall survive termination or expiration of this Agreement.
6. All notices required hereunder shall be in writing and shall be deemed properly served if delivered in person, overnight courier, certified mail, facsimile, or email to the following addresses or facsimile numbers, or to such other addresses or facsimile numbers as either party may subsequently designate:
If to City: City of Fresno
Public Works Department
Attn: Scott L. Mozier, P.E., T.E.
Director
Fresno City Hall
2600 Fresno Street
Fresno, CA 93721-3623
Telephone: (559) 621-8650
Email: [email protected]
If to Century: Century Communities of California, LLC
Attn: Dennis M. Gaab
Vice President of Forward Planning
and Land Development
7330 N. Avenue, Suite 106
Fresno, CA 93730-7017
Telephone: (559) 256-8616
Email: [email protected]
For purposes of this Agreement, all notices, demands, deliveries or other communications required hereunder shall be deemed received on the date of 4 720838v1
delivery, or, in the case of mailing, three (3) calendar days after deposit in the mails.
7. This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument.
Electronic copies of signatures shall be treated for all purposes as original signatures.
8. If either party is required to commence any proceeding or legal action to enforce or interpret any term or condition of this Reimbursement Agreement, the prevailing part in such proceeding or action shall be entitled to recover from the other party its reasonable attorney’s fees and legal expenses.
For the purposes of this Agreemen t, “attorneys’ fees” and “legal expenses” include, without limitation, paralegals’ fees and expenses, attorneys, consultants fees and expenses, expert witness fees and expenses, and all other expenses incurred by the prevailing party’s attorneys in the course of the representation of the prevailing party in anticipation of and/or during the course of litigation, whether or not otherwise recoverable as “attorneys’ fees” or as “costs” under California law, and the same may be sought and awarded in accordance with California procedures as pertaining to an award of contractual attorneys’ fees.
9. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision of this Agreement shall not affect the other provisions.
10. Each Party acknowledges that it has read and fully understands the contents of this Agreement and represents that this constitutes the entire Agreement between the City and Century with respect to the subject matter contained herein and that this Agreement supersedes all prior negotiations, representations, or agreements, either written or oral.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.
[Signatures appear on following page.]
5 CI
TY CENTURY
Cit
y of Fresno Century Communities of California, LLC
a municipal corporation a Delaware limited liability company P
ublic Works Department
By:
W . Allen Bennett
By: Vice President
S cott L. Mozier, P.E.
Director
APPR
OVED AS TO FORM:
A
ndrew Janz
City Attorney
By:
Heather Thomas
Deputy City Attorney
ATTEST:
Amy K. Aller
City Clerk
By:____________________________
Deputy Date
Exhibit A – Resolution No. 2021-193
Exhibit B – Subdivision Agreement
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