REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (this “Agreement”) is made and entered into as of _________________, 2025 (“Effective Date”), by and between the CITY OF LANCASTER, a municipal corporation and charter city (the “City”), and HD DEVELOPMENT OF MARYLAND, INC., a Maryland corporation (“Developer”). The City and Developer are referred to individually as a “Party” and collectively as the “Parties.”
R E C I T A L S
A. Developer owns that certain property located in the City of Lancaster, County of Los Angeles, State of California, as more particularly described in Exhibit A attached hereto (the “Property”).
B. The City is implementing its Lancaster Health District (formerly Medical Main Street) Improvements project (the “Project”) to provide access to existing and proposed medical facilities as part of the Medical Main Street Planning area. Developer believes the Project will improve healthcare services in the region served by the Antelope Valley Hospital.
C. Pursuant to that certain Agreement For Acquisition Of Roadway Easement executed concurrently herewith between City and Developer (the “Agreement for Acquisition”), the City is acquiring certain portions of the Property from Developer for the Project.
D. As part of the Project, Developer will perform certain Onsite Work (defined below) on the Property.
E. The City intends to develop certain public infrastructure improvements in the area surrounding the Property.
F. Developer agrees to perform the Onsite Work in order to expedite the construction of such improvements, and the City agrees to reimburse Developer for its actual and reasonable costs incurred in connection with the Onsite Work.
G. The City supports Developer in undertaking the Onsite Work and agrees to review and process any related applications, permits, and approvals as expeditiously as possible.
H. In the spirit of cooperation, the Parties enter into this Agreement to memorialize their understandings and agreements regarding the Onsite Work and the City’s reimbursement to Developer.
NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the Parties hereby agree as set forth below.
1. Recitals. The foregoing Recitals are made a substantive part of this Agreement.
2. Developer’s Obligation to Construct Public Improvements. Developer shall construct or cause the construction of certain improvements set forth in the plans listed on 2 Exhibit B hereto that have been approved by the City (collectively “Onsite Work”) and within the times specified in the schedule of performance attached hereto as Exhibit C (“Schedule of Performance”) and incorporated herein. The City shall review and process any applications, permits, approvals or other materials related to the Onsite Work as expeditiously as possible and consistent with the City’s standard operating practices and procedures and seeking to achieve the Schedule of Performance; provided, however, to the extent that any delays are caused by Developer, the time periods for the City’s review and approval shall be extended to account for any such delays.
3. Project Bidding. Developer has entered into a contract with Shames to act as the general contractor to complete the Onsite Work. Shames will solicit bids from subcontractors for the performance of the Onsite Work and select the lowest-cost responsive bids received from responsible subcontractor bidders that satisfy Developer’s requirements (the “Selected Bid(s)”).
Developer shall submit the Selected Bid(s) to City for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If City fails to respond to Developer’s submission of the Selected Bid(s) within ten (10) days, the Selected Bid(s) shall be deemed approved by the City. Developer shall submit any change orders that would cause an increase of ten percent (10%) or more to the total project cost reflected in the Selected Bid(s) (each a “Proposed Change Order”) to City for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If City fails to respond to Developer’s submission of a Proposed Change Order within ten (10) days, such Proposed Change Order shall be deemed approved by the City.
4. City’s Obligation to Reimburse Developer. Developer will submit (no more frequently than monthly), cost invoices to the City showing the reasonable costs incurred by Developer in connection with the construction of the Onsite Work (including, among other costs, development and labor fees, planning and design costs, including preliminary planning and design costs incurred by Developer prior to the Effective Date, and hard and soft construction costs) and actually paid by Developer. Within thirty (30) days after Developer submits an invoice to the City, the City shall reimburse Developer the cost of each invoice. Notwithstanding the foregoing, five percent (5%) (“Retention Amount”) of any reimbursement payment made to Developer prior to the City Director of Public Works accepting the Public Improvements shall be retained by the City. The aggregate Retention Amount actually retained by the City shall be released to Developer within sixty (60) days of the City Director of Public Works accepting the Public Improvements in writing; provided, however, if there is a dispute between the City and Developer, the City may withhold and continue to retain from the final payment up to one hundred fifty percent 150% of the disputed amount.
5. Developer’s Access to City owned Property. City agrees to allow Developer and Developer’s agents, contractors, consultants, employees, engineers and/or other advisers temporary access to and use of property controlled by the City to the extent necessary to complete the Onsite Work pursuant to an access agreement, license agreement, or other similar agreement, the form of which shall be prepared by Developer and subject to the City’s approval or pursuant to an encroachment permit issued by the City.
6. Conformity with State Labor and Work Safety Laws for Public Improvements Work. Developer shall carry out the design and construction of the Onsite Work in accordance 3 with the Schedule of Performance and in conformance with all applicable laws, including, but not limited to, state labor and work safety laws and regulations, including the provisions of Labor Code Sections 1770 et seq. relating to prevailing wages, to the extent applicable to the Public Improvements, as to which the City makes no representations. Without limiting the general indemnity provided in Section 8 of this Agreement, Developer agrees to hold the City harmless and to indemnify and defend the City from all claims arising under the applicable provisions of Labor Code Sections 1720 et seq., which may include, but are not limited to, Labor Code Sections 1726 and 1781.
7. Conformity with Community Workforce Agreement for Public Improvements Work. All Onsite Work shall comply with the requirements of the Community Workforce Agreement by and between the City of Lancaster and Los Angeles/Orange Counties Building and Construction Trades Council and the Signatory Craft Councils and Unions (“CWA”) for all public improvements work agreements. Developer and its contractors and subcontractors shall be required to submit Letter(s) of Assent in accordance with the CWA included in Exhibit E.
As of the Effective Date, Developer and its contractors and subcontractors shall provide an executed copy of the Letter(s) of Assent to the Community Workforce Coordinator and to the Los Angeles/Orange Counties Buildings and Construction Trades Council forty-eight (48) hours before the commencement of the Public Improvements work, or within forty-eight (48) hours after the award of the Public Improvements work, whichever occurs later.
It shall be the responsibility of the contractor to have each of its subcontractors sign the documents described in the CWA, with the appropriate Craft Union prior to the subcontractor beginning work on the Public Improvements.
8. Indemnification of the City. Except to the extent of any Breach (as defined below) by the City of the terms of this Agreement or the negligence or willful misconduct of any of the City Indemnitees (defined below), Developer shall indemnify, defend and hold the City and its officers, employees, agents, representatives, and assigns (“City Indemnitees”) harmless from and against any losses, claims, demands, actions, or causes of action, of any nature whatsoever, to the extent arising out of or in any way connected with any act or omission of Developer, its officers, employees, agents, or representatives in connection with this Agreement, including costs of suit, expert witness fees and reasonable attorneys’ fees for a period of one (1) year after the completion of the Onsite Work. The Parties shall not be liable for any damages, including consequential, special, direct, indirect, punitive or other damages, or for loss of business, revenue, profits or income resulting or arising from or relating to this Agreement.
9. Developer’s Remedies. The City’s failure to reimburse Developer in accordance with Section 4 of this Agreement shall constitute a breach of this Agreement (“Breach”). A Breach shall become a default under this Agreement if the City fails to cure the Breach within five (5) business days after the date such payment is due (“Default”). If a Default occurs pursuant to this Agreement, Developer shall have the right, but not the obligation, to exercise any right or remedy it has under this Agreement or which is otherwise available at law, including, but not limited to, monetary damages, or in equity or by statute, provided that such right is exercised prior to the curing of such Default.
4 10. Officers and Employees. No officer or employee of the City or Developer shall be personally liable to the other Party in the event of any Default or Breach or for any amount which may become due for Breach of any obligation of the terms of this Agreement.
11. Notice. All notices shall be in writing and shall be addressed to the affected Parties at the addresses set forth below. Notices shall be: (a) hand delivered to the addresses set forth below, in which case they shall be deemed delivered on the date of delivery, as evidenced by the written report of the courier service; (b) sent by certified mail, return receipt requested, in which case they shall be deemed delivered five (5) business days after deposit in the United States mail; or (c) transmitted by email, in which case they shall be deemed delivered on the date of transmission if sent before 5:00 p.m. or on the first business day after transmission if sent at 5:00 p.m. or later or if sent on a Saturday, Sunday, or a national holiday, provided the Party transmitting notice by email does not receive a delivery status notification indicating that delivery of the email communication failed. Any Party may change its address, its email, or the name and address of its attorneys by giving notice in compliance with this Agreement. Notice of such a change shall be effective only upon receipt. Notice given on behalf of a Party by any attorney purporting to represent a Party shall constitute notice by such Party if the attorney is, in fact, authorized to represent such Party. The addresses and email addresses of the Parties are:
City:
City of Lancaster
44933 N. Fern Avenue
Lancaster, CA 93534
Attn: Trolis Niebla, City Manager
Email: [email protected]
Developer:
HD Development of Maryland, Inc.
c/o Home Depot U.S.A., Inc.
2455 Paces Ferry Road,
Building C-19
Attention: Jeff Hardman
Email: [email protected]
With copies to:
HD Development of Maryland, Inc.
c/o Home Depot U.S.A., Inc.
2455 Paces Ferry Road,
Building C-19
Attention: Bruce Talvy
Email: [email protected]
Home Depot U.S.A., Inc.
2455 Paces Ferry Road, C-20
Atlanta, Georgia 30339
5 Attention: Doug Pyne
Email: [email protected]
and to:
Troutman Pepper
11682 El Camino Real, Suite 400
San Diego, CA 92130
Attention: Randal Lejuwaan
Email: [email protected]
12. Assignment of Agreement. Neither Party may assign its obligations hereunder to any assignee without the prior written consent of the other Party.
13. General Provisions.
(a) Except as otherwise provided herein, the terms, conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns, and successors of the Parties hereto.
(b) The Parties to this Agreement do not rely upon any warranty or representation not contained in this Agreement.
(c) This Agreement shall be governed by and interpreted under the laws of the State of California.
(d) Any failure or delay by any Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any rights or remedies provided for herein.
(e) This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by the Parties.
14. Severability. In the event that any provision or provisions of this Agreement are held unenforceable, all other provisions not so held shall remain in full force and effect.
15. Further Assurances. Each Party shall execute and deliver all additional papers, documents and other assurances and shall do such acts and things reasonably necessary to carry out the purpose of this Agreement.
16. Authority of Signatories. The Parties represent and warrant that the persons executing this Agreement on behalf of such applicable Party are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
[Signatures begin on next page.]
6 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.
CITY:
CITY OF LANCASTER, a California municipal
corporation and charter city
By: _______________________________
Name: Trolis Niebla
Its: City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
DEVELOPER:
HD Development of Maryland, Inc.,
a Maryland corporation
By: _______________________________
Name: _______________________________
Its: _________________________________
EXHIBIT A
EXHIBIT A
LEGAL DESCRIPTION
Assessor’s Parcel Number: 3123-004-045 & APN: 3123-001-062
EXHIBIT B
EXHIBIT B
ONSITE WORK SCOPE OF DEVELOPMENT AND PLANS
SHEET TITLE
SHEET
NUMBER SHEET TITLE
DATE
C1.0 COVER SHEET 4/4/2025
C1.1 GENERAL NOTES 4/4/2025
C1.2 GENERAL NOTES 4/4/2025
C1.3 SITE PLAN & KEY MAP 4/4/2025
C2.0 DEMOLITION PLAN 4/4/2025
C3.0 HORIZONTAL CONTROL PLAN 4/4/2025
C4.0 GRADING & DRAINAGE PLAN 4/4/2025
C5.0 CONSTRUCTION DETAILS 4/4/2025
C6.0 UTILITY PLAN 4/4/2025
C7.0 UTILITY CONSTRUCTION DETAILS 4/4/2025
C8.0 FIRE ACCESS 4/4/2025
E1.0
ELECTRICAL SITE PLAN AND PHOTOMETRIC
ANALYSIS
4/4/2025
E1.1 ELECTRIC EXISTING SITE 4/4/2025
E1.2 ELECTRICAL TITLE 24 CALCULATIONS 4/4/2025
L1.01 LANDSCAPE PLANTING PLAN 4/4/2025
L1.02 LANDSCAPE PLANTING DETAILS 4/4/2025
L1.03 LANDSCAPE PLANTING DETAILS 4/4/2025
L2.00 IRRIGATION PLAN 4/4/2025
L2.01 IRRIGATION SCHEDULES & NOTES 4/4/2025
L2.02 IRRIGATION DETAILS 4/4/2025
L3.00-L3.02 LANDSCAPE SPECS 4/4/2025
EXHIBIT C
EXHIBIT C
SCHEDULE OF PERFORMANCE
Developer will commence the Onsite Work no later than thirty (30) days after the later of (i) the date City has approved the plans listed on Exhibit B; (ii) the date the City completes the work depicted as "Phase I" and "Phase IA" on Exhibit F attached to the Agreement for Acquisition and (iii) the date the Close of Escrow (as defined in the Agreement for Acquisition) has occurred, subject to delays caused by the City and/or events of force majeure.
Developer will complete the Onsite Work within two hundred seventy (270) days after Developer commences the Onsite Work, subject to delays caused by the City and/or events of force majeure.
EXHIBIT D
EXHIBIT D
RESERVED
EXHIBIT E
EXHIBIT E
COMMUNITY WORKFORCE AGREEMENT
[ATTACHED]
LA/OCBTC 7/9/2020
AMENDMENT NO. I
TO THE
COMMUNITY WORKFORCE AGREEMENT
BY AND BETWEEN
THE CITY OF LANCASTER
AND
LOS ANGELES/ORANGE COUNTIES BUILDING AND
CONSTRUCTION TRADES COUNCIL
AND THE SIGNATORY
LOCAL UNIONS AND DISTRICT COUNCILS
DocuSign Envelope ID: 5A00BC21-A53B-416B-9175-438DD46F8306
LA/OCBTC 7/9/2020
THIS AMENDMENT NO. I to the Community Workforce Agreement ("Amendment") is entered into as of July 29, 2020 and is by and between the Los Angeles/Orange Counties Building and Construction Trades Council and the signatory Local Unions and District Councils (collectively "Unions") and the City of Lancaster ("City") (collectively "Parties").
RECITALS:
A. On July 1, 2018, the Parties entered into that certain Community Workforce Agreement ("Existing CWA").
B. Section 2.2 of the Existing CWA provides that the work covered by this Agreement is defined and limited to:
(a) All construction and rehabilitation work pursuant to prime multi-trade contracts that exceed $175,000.00 and all subcontracts arising from these prime contracts; and
(b) All prime specialty contracts that exceed $100,000.00, and all subcontracts arising from these specialty contracts;
(c) It is understood by the Parties that the City may at any time, and at its sole discretion, add additional projects under this Agreement not set forth in subsections (a) and (b), above.
C. The Parties desire to include, as additional work to be covered by the Existing CWA, certain additional construction work in which the City has a propriety interest.
D. City and the Unions desire to amend the Existing PLA as set forth in this Amendment.
NOW, THEREFORE, it is mutually agreed by and between the Parties as follows:
AGREEMENT:
l . Section 2.2 of the Existing CWA is hereby amended by adding the following new subsection (d) as follows:
(d) Work covered by this Agreement shall also include projects built by, with or for the City where the City has a "Proprietary Interest" in a project. For the purposes of this Article, Proprietary Interest means:
Where the City provides a cash payment, tax credit, loan or where the City transfers an asset of value for less than fair market price for the project site or project to be developed that exceeds one-million dollars.
2. New subsection (b) is hereby added to Section 2.7 as follows:
DocuSign Envelope ID: 5A00BC21-A53B-416B-9175-438DD46F8306 LA/OCBTC 7/9/2020
(b) Should the City receive funding or assistance from any federal agency that prohibits the use of a geographic-based hiring preferences, then such geographic-based hiring preferences, as set forth in Sections 3.5, 3.6, 3.8 and
12.1 in this Agreement, shall not apply to the work funded by such federal source.
3. Section 3.11 is hereby deleted in its entirety and replaced with the following:
Section 3.11 Union Membership No employee covered by this Agreement shall be required to join any Union as a condition of being employed, or remaining employed, for the completion of Project Work; provided, however, that any employee who is a member of the referring Union at the time of referral shall maintain that membership in good standing while employed under this Agreement.
4. Except as expressly amended by this Amendment, the Existing CWA remains in full force and effect as originally executed.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date signed below by all Parties.
LOS ANGELES/ORANGE COUNTIES
BUILDING AND CONSTRUCTION
TRADES COUNCIL
BY:
Dated:
CITY OF LANCASTER
BY: ________________________
Dated: ______________________
ATTEST:
____________________________
City Clerk
APPROVED AS TO FORM:
____________________________
City Attorney
DocuSign Envelope ID: 5A00BC21-A53B-416B-9175-438DD46F8306 August 17, 2020 | 10:14:11 AM PDT