DEPOSIT AND REIMBURSEMENT AGREEMENT
THIS DEPOSIT AND REIMBURSEMENT AGREEMENT is made and
entered into this __ day of ______ , 2025, by and between the City of Merced, a California Charter Municipal Corporation ("City") and The Dominion Village at Merced, LLC, a California Limited Liability Company, whose address of record is 8050 N. Palm Avenue, Suite 300, Fresno, CA 93711 ("Developer").
WHEREAS, Developer desires to develop a mixed use project on approximately 260 acres generally located north of Bellevue Road, south of Farmland Road, East of G Street and West of Golf Road (hereinafter referred to as the "Project"); and
WHEREAS, Developer desires to reimburse City for all of the costs and expenses associated with assessing the environmental impacts of said Project under the California Environmental Quality Act ("CEQA").
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants hereinafter recited, hereby agree as follows:
1. REIMBURSEMENT. Without regard to the outcome or adequacy thereof, and without offset for any reason, Developer agrees to reimburse City for all actual fees, costs, and expenses of a certain contract entered into or to be entered into between City and Environmental Science Associates (the "Consultant") relating to the environmental review of the proposed Project under CEQA, subject to the condition that Developer must have reviewed and approved Consultant's proposal and any modifications to that proposal to be liable for fees, costs and expenses under such contract with Consultant. City will require Consultant to prepare a proposal that includes a detailed scope of work and estimate of fees, costs, and expenses. City shall submit Consultant's proposal to Developer for review and approval, and such approval by Developer shall not be unreasonably withheld, conditioned, or delayed. It is understood that City would not have engaged Consultant had Developer not made an express promise and guarantee to pay the fees, costs, and expenses related thereto. If Consultant later seeks modifications to its proposal, including, but not limited to, an increased budget authorization, City shall submit any such requested modification to Developer for review and approval, and such approval by Developer shall not be unreasonably withheld, conditioned, or delayed.
1 X:\Agreements\Planning\2025\Deposit and Reimbursement Agreement- Old Dominion.docx ATTACHMENT 3