REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (this "Agreement") is made and entered into as of , 2025, by and between the CITY OF LANCASTER, a municipal corporation and charter city (the "City"), and NP FOX FIELD BUILDING 1, LLC ("Developer").
The City and Developer are sometimes individually referred to as a "Party" and collectively as the "Parties."
RECITALS
A. Developer owns that certain approximately 32.00- acre parcels of land located in the City of Lancaster, County of Los Angeles, State of California, as more particularly described in Exhibit “A” attached hereto (the “Property”). The existing commercial property is currently vacant; and
B. Developer is seeking to develop the property with new commercial tenants; and C. The proposed Project is consistent with the City’s goal for local economic development, job creation, the generation of tax revenues; and D. Developer agrees to undertake the development of certain Public Improvements (defined below) on behalf of the City in order to expedite the construction of such improvements, and the City agrees to reimburse Developer for all costs incurred in connection w ith the development of the Public Improvements; and
E. The City supports Developer in undertaking the Public Improvements and agrees to review and process any related applications, permits, and approvals as expeditiously as possible; and
F. In the spirit of cooperation, the Parties enter into this Agreement to memorialize their understandings and agreements regarding the Public Improvements, 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. Developer's Obligation to Construct Public Improvements. Developer shall construct or cause the construction of certain public improvements as described and within the times specified in the Public Improvements Scope of Development attached hereto as Exhibit "B" and incorporated herein ("Public Improvements").
2. City's Reimbursement Obligation. Upon completion and City's acceptance of the Public Improvements, the City shall reimburse Developer up to Seven -Hundred, Thirty- Two Thousand, Eight -Hundred, Forty- Nine Dollars and Seventy Cents ($732,849.70) (the "Maximum Reimbursement") of the actual cost of construction for items identified as eligible in the City’s Traffic Impact Fee Programs ; provided, however, that the City shall only be obligated to reimburse the Developer to the extent the Developer provides documentary evidence satisfactory to the City showing
that the amount requested was incurred as a cost of constructing the Public Improvements (including, planning, design and hard and soft construction costs) and actually paid by the Developer.
3. Issuance of Public Improvements Contract. Subject to applicable laws, the Developer shall select all companies to bid on the construction of the Public Improvements, determine which bids qualify and select the lowest, qualified bid. The Developer shall present the bid it has selected to the City for review and approval. The scope of work to be constructed and bid on, as well as all other documents the Developer uses in soliciting and/or advertising for bids shall be reviewed and approved by the City prior to the Developer commencing such solicitation and/or advertising. Developer shall provide the City with ten (10) business days for review of any such scope of work or selected bid and the City agrees that its approval shall not be delayed or unreasonably withheld.
4. Conformity with State Labor and Work Safety Laws. The Developer shall carry on the design and construction of the Public Improvements in a timely manner and in conformity with all applicable laws, including but not limited to all applicable 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 5 of this Agreement, the Developer agrees to hold the City harmless and to indemnify and defend the City from all claims arising under the provisions of Labor Code §§ 1720, et. seq., including, but not limited to the provisions of Labor Code Section 1726 and 1781.
5. Conformity with Community Workforce Agreement for Public Improvements Work. All Public Improvements 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 incl uded in Exhibit “C”.
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.
6. Indemnification. The Developer agrees to 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, arising out of or in any way connected with the performance of the Developer, its officers, employees, agents, or representatives under this Agreement, including costs of suit and reasonable attorneys' fees. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding in any way involving such losses, claims, demands, actions, or causes of action, the Developer shall provide a defense to the City Indemnitees (with legal counsel selected
by the City), including reasonable attorneys' fees, incurred in defense of such claim. In addition, the Developer shall be obligated to promptly pay any final judgment or portion thereof rendered against the City Indemnitees.
7. 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.
8. Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section.
To City:
To
Developer:
City of Lancaster
44933 N. Fern Avenue
Lancaster, CA 93534
Attn: Trolis Niebla
NP Fox Field Building 1, LLC
Trafficway Kansas City, MO 64116
Attn: Alex Jarzembowski
Telephone No.:248-921-6026
9. Assignment of Agreement. Neither Party may assign its obligations hereunder to any assignee without the prior written consent of the other Party.
10. General Provisions. 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. (a) The Parties to this Agreement do not rely upon any warranty or representation not contained in this Agreement.
(b) This Agreement shall be governed by and interpreted with respect to the laws of the State of California.
(c) 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.
(d) This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by the Parties. (e)
11. Severability. In the event that any provision or provisions of this Agreement are held unenforceable, all provisions not so held shall remain in full force and effect.
12. Authority of Signatories. The persons executing this Agreement on behalf of the Parties hereto warrant that they 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.]
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:
NP FOX FIELD BUILDING 1, LLC
By:
Name: Nathaniel Hagedorn
Its: Manager
EXHIBIT “A”
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL 4, IN THE CITY OF LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 60819, FILED IN BOOK 325, PAGES 44 AND 45 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING A PORTION OF THE SOUTHWEST QUARTER OF SECTION 36, TOWNSHIP 8 NORTH, RANGE 13 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.
EXCEPT THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBONS AND
MINERALS, BUT WITHOUT RIGHT OF ENTRY TO THE SURFACE OF SAID LAND, AS
RESERVED IN THE DEED FROM COUNTY OF LOS ANGELES, A BODY CORPORATE AND POLITIC, RECORDED MARCH 15, 2000 AS INSTRUMENT NO. 00-391409 OF OFFICIAL RECORDS.
EXHIBIT “B”
PUBLIC IMPROVEMENTS SCOPE OF DEVELOPMENT
The public improvements for this project include certain off -site improvements that mitigate the impact of the new development on the level of service and capacity of the City’s existing facilities and minimize the additional traffic burden created by such development . The improvements that meet this eligibility criteria for reimbursement are outlined by Impact Fee Type below:
Traffic Impact Fee
New Primary & Secondary Arterials: $459,687
New Concrete Curb & Gutter: $31,188
New Concrete Sidewalk: $175,352
Total: $666,227
All improvements will comply with the Site Plan Review No. 24- 014 Conditions List issued on February 28, 2025.
EXHIBIT “C”
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