REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT ("Agreement") is between the CITY OF GONZALES, a political subdivision of the State of California, referred to herein as ("CITY"), and THE RIANDA FAMILY LIMITED PARTNERSHIP, a California limited partnership, referred to herein as (RIANDA"), all of whom shall collectively be referred to herein as (the "PARTIES"), and is made with reference to the following:
Recitals
A. RIANDA, the applicant/developer, has approached the CITY to process and manage the annexation of the RIANDA property APN 223-032-019 ("Rianda Property"), or a portion thereof, into the CITY ("Annexation"), and to thereafter process discretionary permit applications for the development of an agricultural cooler facility on the Rianda Property ("Project").
B. CITY charges application processing fees for annexations and all development projects, General Plan amendments, Code amendments and other development related agreements and entitlements in order to recover CITY costs. It is impractical to set a total fixed cost to process annexations or development projects due to variation in size and complexity, permits, and reports needed and related CITY costs. Therefore, such projects are to be processed on a time-and-materials basis with all costs to be borne by the applicant/developer. The applicant/developer for development projects is required to enter into a Reimbursement Agreement and to submit the Reimbursement Deposit, hereinafter defined, prior to CITY undertaking any work on the application.
IT IS THEREFORE AGREED, AS FOLLOWS:
1. Reimbursement for City Costs.
RIANDA agrees to reimburse the CITY for all reasonably necessary direct, indirect, and overhead costs, including staff, planning, engineering, legal, environmental, translation and inspection costs, and any fees consistent with adopted City fee schedules, as applicable ("Reimbursable Expenses"), in connection with the following scope of work (each of which shall be itemized by cost and task):
(a) The review and submission of Annexation application to LAFCO and Project applications, plans and specifications;
(b) The preparation of reports and documents for use by the CITY, or for the Annexation submission to LAFCO, any agreements with the County of Monterey, or other entities with jurisdiction over the Project development or Property, and the processing of development applications;
(c) Public noticing including required publications in newspapers; (d) The use of outside consultants when deemed necessary by CITY for the preparation of specialized Annexation and Project-related studies and reports, staff reports and/or general assistance. Notwithstanding the foregoing, prior to the CITY retaining the services of outside consultants for the purpose of preparing specialized Annexation or Project-related studies and reports, CITY shall provide RIANDA with an itemized written proposal from the outside consultant which includes the proposed cost to perform the services identified therein. RIANDA shall have the right to review and comment upon all such proposals, and CITY shall take such comments into consideration before entering into any agreement for the desired service; and
(e) Working with RIANDA, and his Agents, to do all things reasonable and necessary to tacilitate and obtain all required permits and governmental approvals necessary for RIANDA to commence construction and development of the Project on the RIANDA Property under the timelines set forth on EXHIBIT A, in accordance with the Project plans, and RIANDA requirements for wastewater capacity.
(F) Together, Sections 1(a)-(e) shall be referred to as the "CITY Work".
2. Reimbursement Deposit.
RIANDA has deposited, or will deposit upon execution of this Agreement, with the CITY the sum of Twenty-Five Thousand Dollars ($25,000.00) ("Reimbursement Deposit"). The Reimbursement Deposit shall be held by CITY in a segregated account and applied by CITY to the payment of all Reimbursable Expenses associated with the Project as referenced in Paragraph 1, as they accrue. RIANDA acknowledges that costs associated with CITY Work may exceed the Reimbursement Deposit. The CITY agrees to keep a detailed account of all disbursements from the Reimbursement Deposit and will provide to RIANDA a detailed statement accounting for charges being paid out of the deposited funds on a monthly basis. Within ten (10) working days after the completion of all CITY Work contemplated by this Agreement, the CITY will return to RIANDA, without interest, all funds remaining on deposit after payment of all Reimbursable Expenses. If at any time the Reimbursement Deposit is reduced to Five Thousand ($5,000) or less, the CITY shall immediately notify RIANDA in writing, and RIANDA shall, within thirty (30) working days after receipt of a written request from the CITY, make an additional deposit of funds sufficient to restore said balance to the amount originally deposited ($25,000), or to such lesser amount as may be specified in said written request from the The PARTIES understand that it is difficult to estimate the total cost to the City to perform the CITY Work at this time; therefore, in order to maintain fiscal accountability, in addition to maintaining a detailed accounting and keeping the funds in a segregated account, a reimbursement cap of $100,000 is established. Within $5,000 of reaching the reimbursement cap, both PARTIES will discuss and agree on any additional work and costs before exceeding the cap, and if they cannot agree, either party may terminate this Agreement.
RIANDA further agrees that non-payment for processing and/or deposits entitles the CITY to discontinue the CITY Work. Interest will accrue on all sums unpaid thirty (30) days after billing at the maximum legal rate, and the CITY is entitled to recover its costs, including attorney's fees, in collecting unpaid accounts.
The PARTIES acknowledge that deposits to the Reimbursement Deposit is not a "source of income" within the meaning of the California Political Reform Act. (Government Code Section 87102.6.)
3. Indemnification and Hold Harmless Commitments.
RIANDA agrees, to the fullest extent authorized by law, to defend, hold harmless and indemnify the CITY and its elected and appointed officials, officers, employees, agents and attorneys from and against all claims, liability, costs, expenses, loss or damages of any nature whatsoever, including reasonable attorney's fees, fines and penalties, arising out of or in any way connected with CITY's failure to perform its obligations under this Agreement, excluding the willful misconduct or the gross negligence of the CITY. RIANDA further agrees that the CITY may use its own legal staff or outside counsel in connection with the defense of any of the CITY's processing or approval efforts 2 for the Project, and that all such costs shall be fully reimbursed by RIANDA, provided RIANDA has elected to proceed with the Project in light of any action brought against the CITY related to the Project. In the event RIANDA elects not to proceed with the Project as the result of any such action, RIANDA shall only be responsible for those costs, including but not limited to legal fees, incurred through the date RIANDA has notified the CITY that it elects not to proceed with the Project. CITY agrees to cooperate with RIANDA in said defense of any action, at RIANDA's cost, and shall promptly notify RIANDA of any such claim, action or proceeding. If CITY fails to promptly notify RIANDA of any such claim, action or proceeding, or fails to cooperate in the defense thereof, RIANDA shall not thereafter be responsible to defend, indemnify or hold the CITY harmless.
4. Nature of Commitments.
Execution of this Agreement shall in no way be deemed a covenant, promise or commitment by with respect to the approval of any application or agreement generated pursuant to this Agreement submitted for discretionary approval by any legislative body of the City or any other entity with jurisdiction over the CITY Work.
5. Termination.
This Agreement may be terminated for any reason by either party upon thirty (30) days written notice of termination. RIANDA's obligation to reimburse the CITY pursuant to this Agreement shall survive such termination and shall be valid and enforceable even in the event (i) the Project is withdrawn from the CITY's consideration by RIANDA, or (ii) the Project is ultimately disapproved by any entity with jurisdiction over the Project or abandoned by RIANDA.
In the event either party provides notice of termination of this Agreement, RIANDA agrees that all funds on deposit may be used by the CITY to reimburse the CITY for all outstanding Reimbursable Expenses incurred by the CITY for the CITY Work or the CITY's consultants for CITY Work completed as of the effective date of such notice. Any remaining balance will be returned to RIANDA, along with an accounting of all final disbursements, within thirty (30) days of termination.
6. Notices.
All notices, including but not limited to Written Notice of Termination, shall be sent by mail, postage prepaid, and written invoices and other correspondence, shall be sent by either mail or e-mail, to the parties as follows:
If to CITY:
City Manager
City of Gonzales
P.O. Box 647
Gonzales, CA 93926
Email: [email protected]
If to RIANDA:
Mike Rianda
The Rianda Family Limited Partnership
10 Harris Place
Salinas, CA 93901
Email: [email protected]
3 7. California Law and Attorney's Fees.
This Agreement shall be governed by and construed in accordance with the laws of the State of Calitornia. In the event of any dispute, contest, arbitration or litigation between the PARTIES, the prevailing party in such dispute, contest, arbitration, or litigation shall be fully reimbursed by the other party for all costs, including reasonable attorneys' fees, court costs, expert or consultant's fees and reasonable travel and lodging expenses, incurred by the prevailing party in its successful prosecution or defense thereof, including any appellate proceedings.
8. Successors and Assigns.
This Agreement and all of its provisions shall bind the heirs, legal representatives, successors and assigns of RIANDA.
9. No Agency. Joint Venture or Partnership.
It is understood that RIANDA is not an agent of the CITY. The CITY and RIANDA hereby renounce the existence of any form of joint venture or partnership between them and agree that nothing contained herein or in any documents executed in connection therewith shall be construed as making the CITY and RIANDA joint venturers or partners.
10. Severability.
If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the PARTIES. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provisions to a particular situation, is held to be invalid, void, or unenforceable, either the CITY or RIANDA may terminate this Agreement according to the termination provisions herein.
11. Execution.
This Agreement shall be executed by authorized representatives of the CITY and RIANDA.
The persons executing this Agreement represent that they have the express authority to enter into agreements on behalf of the CITY and RIANDA.
The terms and conditions of this Agreement are meant to supersede and supplant any and all other agreements between the parties, either oral or written, with respect to the subject matter established herein.
This Agreement may be signed in Counterparts.
(Signatures to follow on next page)
4 CITY OF GONZALES THE RIANDA FAMILY LIMITED
PARTNERSHI
René L. Mendez, City Manager
Date: Date: 45-22
Approved as to form:
Jarvis Fay & Gibson, LLP
Attorneys for the City of Gonzales
Michael F. Rodriquez, City Attorney
Date:
22001: Rianda Family Partnership
Gonzales Cooler Development
ID Task Task Name Duration Start
Mode arter 4in ovater
Feb Mar
Annexation & LAFCO 60 days Fri 4/1/22
* Preliminary Design 6 wks Fri 4/1/22
* County/City ProcessingProcessing 6 wks Fri 5/13/22
Planning Approvals ,60 days Fri 5/13/22
* Schematic Design 6 wks Fri 5/13/22
County/City Processing 6 wks •Fri 6/24/22
Construction Permits 201 days Fri 6/24/22
CD's - Grading 4 mons Fri 6/24/22
Grading Plan Check 1.5 mons Tue 10/18/22
10 * CD's - Buildings 7 mons Mon 8/8/22
11 Building Plan check 1.5 mons Mon 2/20/23
12 Construction 329 days Tue 11/29/22
13 Grading 3 mons Tue 11/29/22
14 Vertical Construction 12 mons Mon 4/3/23
Task Project Summary Manual Task Start-only beatine
Project: 22001_FT sch Split Inactive Task Duration-only Finish-only Progress Date: Mon 3/28/22 Milestone Inactive Milestone Manual Summary Rollup External Tasks Manual Progress Summary Inactive Summary Manual Summary External Milestone