1 PEREIRA SUBDIVISION
REIMBURSEMENT AGREEMENT
This agreement (“Agreement”) is made, and entered into this 13th day of February, 2024 (“Effective Date”) by and between the City of Ripon (“CITY”) and JKB Living, Inc. (“DEVELOPER”).
WHEREAS, DEVELOPER intends to assume the Pereira Subdivision Development Project, which includes, but is not limited to, an Annexation, a Development Agreement, a Prezone, and a Tentative Subdivision map related to use of its property consisting of approximately 12.43 acres more or less located east of North Ripon Road, west of John Roos Avenue and North of Boesch Drive in the City of Ripon’s General Plan Boundaries consisting of Assessor’s Parcel Number 261-120-08 (the “Property”).
For purposes of this Agreement, reviewing and processing DEVELOPER’S applications, including, but not limited to, all activities related to the entitlement processing, development, and construction of the above-referenced project and related uses shall be referred to as the “Project.” WHEREAS, DEVELOPER and CITY expect that the Project will require CITY to expend resources in working with DEVELOPER prior to and after DEVELOPER’S submission of applications for approval of the Project, including, but not limited to, processing of DEVELOPER’S applications, permits, maps and other entitlements related to the Project.
WHEREAS, CITY and DEVELOPER have agreed that DEVELOPER shall be responsible for reimbursing CITY for all costs and expenses incurred by CITY with respect to the Project, including costs of staff time, consultants’, and attorneys’ fees in accordance with the terms of this Agreement.
NOW, THERFORE, in consideration of the foregoing promises and in order to carry out the intent and purpose of applicable codes, ordinances, resolutions and regulations, DEVELOPER and CITY agree as follows:
SECTION 1. THE SECURITY DEPOSIT.
1.1 Posting of the Security Deposit. Upon execution of this Agreement, DEVELOPER shall deposit with CITY in a manner reasonably satisfactory to CITY the total amount of Ten Thousand Dollars ($10,000) hereafter referred to as the “Security Deposit.” The Security Deposit shall be held by the CITY as security for the full and faithful performance by the DEVELOPER of all the terms and conditions of this Agreement.
(a) In the event that this Agreement is terminated in accordance with Section 6 below, the CITY and DEVELOPER shall meet in good faith to negotiate the form and amount of security, if any, that will be required to meet any post-termination indemnification obligations of the DEVELOPER. If no Agreement can be reached as to the amount of post-termination security required, the CITY and DEVELOPER shall use the alternative dispute resolution procedures set forth in SECTION 10 of this Agreement to resolve this issue.
(b) Withdrawal of and Maintenance of Security Deposit. If DEVELOPER defaults on its obligations to provide and maintain any deposit required by this Agreement or to timely pay for any Project Costs as defined in SECTION 2 below, then CITY shall be entitled to draw upon the Security Deposit to recover any and all sums in default. The Security Deposit shall be required for as long as the DEVELOPER is bound by any financial obligation(s) under this Agreement. If CITY is required to draw upon the Security Deposit, DEVELOPER shall immediately replenish the Security Deposit and maintain 2 with the CITY at all times a Security Deposit in the amount of the Ten Thousand Dollars ($10,000) to secure payment to the CITY for Project Costs.
(c) Investment. CITY shall maintain the Security Deposit in an interest-bearing dedicated account for the benefit of DEVELOPER. DEVELOPER acknowledges and agrees that it shall not receive any interest on the Security Deposit, in lieu of paying staff costs for account maintenance and interest tracking. CITY shall at all times maintain records as to the expenditure of the Security Deposit; provided, however, CITY may use the Security Deposit only as set forth herein. The Security Deposit may be invested by CITY in lawful investments, in accordance with CITY’S established investment policies.
(d) Return of Deposit after CITY Approval. CITY shall return to DEVELOPER any funds remaining on deposit after one hundred and eighty (180) days have passed since CITY’S approval of the last discretionary permit or entitlement for full build-out of the Project, and the CITY has received from DEVELOPER payment of all Project Costs accrued, as required under Section 2 of the Agreement except to the extent that DEVELOPER has not satisfied its indemnification obligations per Section 7 of this Agreement.
(e) Subsequent Replenishment of Security Deposit. In the event DEVELOPER seeks another discretionary permit(s) or entitlement(s) related to the Project after CITY returns any remaining funds on deposit pursuant to Section 1(e) of the Agreement, DEVELOPER shall replenish the Security Deposit in the total amount of Ten Thousand Dollars ($10,000) or such other amount as CITY, in consultation with DEVELOPER, may determine to be reasonably necessary to secure payment of Project Costs as contemplated under the Agreement. DEVELOPER agrees to replenish the Security Deposit at the time DEVELOPER submits the application for such subsequent discretionary permit(s) or entitlement(s). DEVELOPER further agrees that any such application shall not be determined complete by CITY until the Security Deposit is replenished as required under this Section 1(f).
SECTION 2. PROJECT COSTS TO BE REIMBURSED. DEVELOPER shall be responsible for payment of all reasonable direct and indirect costs incurred by CITY as a result of the Project (“Project Costs”), which are incurred by the CITY after the date of this Agreement. During the term of this Agreement, so long as DEVELOPER is fulfilling its obligations hereunder, CITY shall process DEVELOPER’S application(s) for the Project until such time as CITY approves or denies such application(s). Project Costs shall include, but are not limited to:
(a) All actual CITY staff time, including, but not limited to, the Planning Department, Public Works Department, Engineering Department, Administration, City Clerk, City Attorney (Law Office of Thomas H. Terpstra) expended on Project-related activities and/or litigation.
Such staff time includes direct labor costs as well as departmental and indirect overhead costs. A schedule of all individuals anticipated to be working on the Project, and their hourly rates, is shown on the attached Exhibit A.
(b) All actual costs, not specified in Section 2(a) above, expended on Project-related activities (e.g., costs of telephone, mileage, supplies, postage, etc.). Such costs shall not include general overhead, but shall be limited to costs incurred solely because of the Project. Any travel that will be in excess of twenty-five (25) miles must be approved in advance by DEVELOPER, which approval shall not be unreasonably withheld.
(c) All actual costs of any outside consultants hired to assist CITY with Projectrelated activities and/or litigation, including, but not limited to, attorneys, planning and design consultants, engineers, hydrologists, traffic consultants, biologists, archeologists, CEQA consultants and 3 other technical and professional consultants as deemed necessary by CITY in processing the Project.
CITY shall use its best efforts to use CITY staff in lieu of outside consultants when CITY staff is available and can perform the same task for less cost than an outside consultant.
With respect to any consultants to be retained by CITY in connection with review of the Project pursuant to CEQA, CITY will meet and confer with DEVELOPER in order to obtain input regarding the consultants under consideration. In selecting a consultant, CITY shall consider the following factors, at a minimum: proposed price to complete work; extent of relevant experience; strength of references; strength of individual team members who would be tasked with key analyses; general reputation; and for any environmental consultant, its track record for preparing documents that have survived judicial challenge under the California Environmental Quality Act (CEQA). While CITY agrees to meet and confer with DEVELOPER prior to selecting any outside consultant and to consider the above factors, the CITY retains the sole discretion to select or hire any outside consultant.
SECTION 3. PROCESS FOR REIMBURSEMENT OF PROJECT COSTS.
(a) CITY shall prepare and provide DEVELOPER (by regular mail, electronic mail or facsimile) monthly summaries reflecting all Project Costs set forth in Sections 2(a)-(c) above incurred during each month.
(b) Following execution of this Agreement, DEVELOPER shall deposit with the CITY in a separate account (hereinafter the “Cost Deposit”) the amount of Twenty Thousand Dollars ($20,000) to pay for all costs set forth in Sections 2 (a)-(c) and any other Project Cost(s). DEVELOPER agrees to replenish and maintain at all times a Cost Deposit balance of at least Ten Thousand Dollars ($10,000).
Failure by DEVELOPER to maintain a Cost Deposit balance of $10,000 shall be considered a default by DEVELOPER of the terms and conditions of this Agreement. CITY shall maintain the Cost Deposit in an interest-bearing dedicated account for the benefit of DEVELOPER. DEVELOPER acknowledges and agrees that in lieu of paying staff costs for maintenance and tracking of interest, DEVELOPER elects to waive any interest on the Cost Deposit. CITY shall at all times maintain records as to the expenditure of the Cost Deposit; provided, however, CITY may use the Cost Deposit only as set forth herein. The Cost Deposit may be invested by CITY in lawful investments, in accordance with CITY'S established investment policies.
(c) For those Project Costs set forth in Sections 2(a)-(c), CITY shall provide a written, monthly summary to DEVELOPER of all Project Costs charged by CITY against the Cost Deposit. The written summary shall be supported by appropriate documentation such as timesheets, invoices, and receipts. For those Project Costs set forth in Section 2(c) above, CITY shall pay said costs directly to the outside consultants, list those payments on the monthly summary, and provide appropriate documentation indicating the name of each outside consultant and the services provided. In addition, CITY shall provide DEVELOPER on a monthly basis (by regular mail, electronic mail, or facsimile) a copy of any and all consultant invoices paid directly by CITY during the preceding month. CITY shall have the right to redact from such documentation any information that CITY reasonably determines is privileged, confidential, or not otherwise subject to release pursuant to the California Public Records Act (Gov’t Code § 54950 et seq.).
SECTION 4. FEES, PERMITS AND CITY REGULATIONS. This Agreement replaces any discretionary land use permit application fees normally collected by the CITY at the time an application for a proposed project is made. Notwithstanding the foregoing, DEVELOPER shall be responsible to pay any fee not expressly abrogated by this Agreement, including, but not limited to, development impact fees, any ministerial fee(s) on required Project permits such as building permits, grading permits, and the like, and any fees or expenses approved by the Planning Commission and/or City Council that are made 4 part of the Project’s conditions of approval. Nothing in this Agreement shall be deemed to abrogate the responsibility of DEVELOPER to obtain any required permit(s) or comply with any laws associated with any applications, permits, studies, or construction activities related to the Project. This Agreement does not apply to any fees DEVELOPER is required to pay to any entity other than the CITY of Ripon, any state or federal agency, or on any new application or project.
SECTION 5. TERM. Subject to Section 6, the term of this Agreement shall commence on the Effective Date and terminate upon the later of: one (1) year from the issuance of a certificate of completion for the last of the Project-related improvements; or (b) one (1) year from the last date that DEVELOPER is required to maintain Project-related improvements(s) set forth in any applicable improvement or development agreements related to the Project; or (c) one (1) year from the approval of the final phase of the Project. Nothing herein shall be deemed to abrogate DEVELOPER’S responsibility to pay for ongoing expenses, including litigation expenses, incurred by CITY as a result of Project-related activities, which activities occurred during the term of this Agreement. Nothing in this Agreement shall be construed to vest any rights to develop the Project or require CITY approval of the Project.
SECTION 6. TERMINATION. Developer may, at its option, terminate this Agreement at any time on thirty (30) days’ prior written notice to CITY (“Termination Notice”) if DEVELOPER determines not to proceed with the Project. In the event of termination, DEVELOPER shall be responsible for the payment of all Project Costs incurred up to and including the date of termination. CITY shall apply the sums maintained in the Security and Cost Deposit to any unreimbursed Project Costs through the termination date, and CITY shall then refund any remaining Security and Cost Deposit funds to DEVELOPER within thirty (30) days of the date of termination.
SECTION 7. INDEMNIFICATION. In addition to Project Costs, DEVELOPER shall defend, indemnify, and hold CITY free and harmless from any and all suits, fees, claims, demands, causes of action, proceedings (hereinafter collectively referred to as “Legal Actions”), costs, losses, damages, liabilities and expenses (including, but not limited to, an award of attorneys’ fees, expert witness fees, and court costs) incurred by CITY arising (directly or indirectly) or resulting from the review, processing, consideration, or from the approval of DEVELOPER’S Project or action taken by CITY thereon.
DEVELOPER’S obligations pursuant to this SECTION 7 shall survive suspension or termination of this Agreement.
(a) In the event the CITY’S processing of the Project results in any Legal Action being initiated, the CITY shall notify DEVELOPER promptly of any such action. DEVELOPER will provide and take primary responsibility for the legal defense of itself and the CITY (hereinafter referred to as the “Joint Legal Defense”) to the fullest extent possible. DEVELOPER shall defend CITY'S actions with competent legal counsel of DEVELOPER'S choice without charge to CITY, subject to CITY approval. For purposes of this Agreement, a complaint including the recovery of attorney fees and costs will be considered a request for “monetary damages.” CITY and DEVELOPER shall cooperate in good faith in the defense of any Legal Action that names the CITY as a party and for which the DEVELOPER undertakes the primary responsibility for the Joint Legal Defense of in accordance with the terms of this Section 7. CITY, through the CITY Attorney's Office, shall be kept apprised by the DEVELOPER and retained counsel of significant dates and hearings, shall receive copies of all pleadings filed in the matter by any party, and shall be allowed to participate in strategic decisions regarding the development of any applicable defense strategies and in preparing pleadings, prior to filing. DEVELOPER and CITY may enter into a “Joint Legal Defense Agreement” amending any terms hereto. (b) In the event of any Legal Action against CITY and/or DEVELOPER, CITY will protect from public disclosure to the fullest extent possible, any communications between its attorneys and those representing DEVELOPER in said action. The parties intend that communications between 5 CITY Counsel, retained counsel, and/or CITY staff, for purposes of the joint defense of a legal action, are entitled to the attorney-client privilege and/or work product privilege and are to be protected from disclosure through the exemption contained in Cal. Gov’t. Code § 6254(b) and/or (k), Evidence Code section 954 and/or Code of Civil Procedure section 2018.030. Similarly, communications between City Attorney and the City Council will be held in Closed Session pursuant to Cal. Gov’t. Code §54956.9 to the maximum extent possible. Any Legal Action seeking to compel disclosure of privileged communications shall be defended by DEVELOPER in accordance with the terms and conditions set forth in this Section 7.
(c) Nothing contained in this Section 7, however, shall be construed to limit the discretion of CITY, in the interest of the public welfare, to settle, defend, or appeal, or to decline settlement or to terminate or forego defense or appeal of a Legal Action at its own expense. In no event shall CITY have any obligation or liability to DEVELOPER in connection with CITY'S defense or prosecution of litigation related to the Project (including, but not limited to, the outcome thereof) or in the event CITY elects not to prosecute a case or defend litigation brought against it. The failure of DEVELOPER to undertake the defense of any Legal Action within the scope of this Section 7 or the decision of DEVELOPER to terminate, forego, or abandon the defense or appeal of a Legal Action may be treated by CITY as an abandonment of the Project by DEVELOPER and will relieve CITY from any further duty, legal or otherwise, to continue to process DEVELOPER’S Project. (d) If either CITY or DEVELOPER determines in good faith that common counsel presents a bona fide conflict of interest, then CITY may employ separate counsel to represent or defend the CITY, and DEVELOPER shall pay the reasonable attorneys’ fees and costs of such counsel within thirty (30) days of receiving an itemized billing statement. Failure by the DEVELOPER to reimburse CITY for its separate counsel may be treated as an abandonment of the Project by the DEVELOPER.
SECTION 8. NOTICES. All notices called for in this Agreement shall be given in writing by personal delivery, or electronic mail (with copy of such notice sent not later than the next day by mail or overnight private courier in accordance with the provision herein) or by overnight mail or overnight private courier.
Electronic mail notices shall be deemed received on the day sent if sent prior to 6:00 p.m. Pacific Time or if sent after 6:00 p.m. Pacific Time, then deemed received on the next day. Overnight mail or couriered notices shall be deemed received the next business day following deposit into the U.S. mail or delivery to the private courier. First class mail, postage prepaid, shall be deemed received three days after postmark.
Mailed or couriered notices shall be addressed as set forth below, but either party may change its contact information by giving written notice thereof to the other in accordance with the provisions of this Section
8. To the CITY: Ken Zuidervaart
CITY of Ripon
259 N. Wilma Avenue
Ripon, CA 95366
e-mail: [email protected]
To DEVELOPER: JKB Living Inc.
P.O. Box 2998
Turlock, CA 95382
[email protected]
To CITY ATTORNEY: Thomas H. Terpstra
P.O. Box 446
Ripon, CA 95366
[email protected]
6 SECTION 9. DEFAULT BY DEVELOPER. If DEVELOPER defaults in its obligations to provide and maintain the deposits required by this Agreement or to timely pay for any Project Costs as required under this Agreement, then CITY, at CITY’S option, may suspend any activities related to the Project upon thirty (30) days’ written notice to DEVELOPER. During the pendency of any notice period, whether for monetary or non-monetary default(s), CITY, at CITY'S option, may suspend processing and/or consultant activities related to the Project until such default is cured by DEVELOPER. CITY shall give DEVELOPER written notice of such default and any decision by the CITY to suspend processing and/or consulting activities related to the Project activities. Subject to Section 10 below, CITY may terminate this Agreement and institute legal proceedings, with no further notice to DEVELOPER, if such default is not remedied by DEVELOPER within thirty (30) days after such notice is given by CITY to DEVELOPER. Upon such termination, CITY shall not be obligated to expend any additional funds on Project-related matters; however, CITY may, in its discretion (such discretion to be exercised in good faith), expend Deposit funds after termination of this Agreement as necessary to complete Project-related activities already commenced or for which monetary obligations have already been incurred.
Maintenance of any deposit required by this Agreement shall be made a condition of any Tentative or Final Map for the Project, or, if no map is required, of the first discretionary approval. Subject to Section 10, DEVELOPER consents and agrees not to object to, appeal, or protest any of the conditions and/or payments referenced in this Section 9.
SECTION 10. DISPUTE RESOLUTION. If a dispute arises related to the interpretation or enforcement of, or compliance with, the terms and provisions of this Agreement (“Dispute”), CITY and DEVELOPER shall first attempt to resolve it through informal discussions. In the event a Dispute cannot be resolved in this manner within sixty days (60) days after the Dispute arises, then CITY and DEVELOPER shall engage in the following Alternative Dispute Resolution procedures:
(a) Mediation: The CITY and DEVELOPER agree that any and all disputes, claims, or controversies between CITY and DEVELOPER and arising of or related to this Agreement shall be submitted to the Sacramento, California office of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS for final binding arbitration pursuant to the arbitration clause set forth below. Either CITY or DEVELOPER may commence mediation by providing to JAMS and the other party a written request for mediation setting forth the subject of the dispute and the relief requested. CITY and DEVELOPER will cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel of neutrals and in scheduling the mediation proceedings. If the parties cannot agree on the appointment of a mediator or the date of the mediation within thirty (30) days after the written request for mediation, then JAMS shall appoint the mediator at its discretion and/or set a mediation date. CITY and DEVELOPER covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any JAMS employees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation or other proceedings involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in mediation.
Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. Except for an action to obtain equitable relief, neither party may commence civil litigation. Either CITY or DEVELOPER may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following completion of the initial mediation session or sixty (60) days after the date of the written request for mediation, whichever occurs last. Mediation may continue after the commencement of arbitration, if CITY and DEVELOPER so desire. Unless otherwise agreed to by CITY and DEVELOPER, the mediator shall be disqualified from serving as the arbitrator in the case. The provisions of this clause may be enforced by any Court of 7 competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees, and expenses, including attorney’s fees, to be paid by the party against whom enforcement is ordered. (b) Arbitration: Any dispute, claim or controversy between CITY and DEVELOPER arising out of this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, not resolved by the mediation process set forth above, shall be determined by arbitration to be held in San Joaquin County before one arbitrator. Neither party may request an arbitration hearing in conformity with this arbitration clause until after the matter has been submitted to mediation in conformity with the mediation clause set forth above and the initial mediation session has been completed or sixty (60) days has passed since the date of the initial written request for mediation, whichever occurs last. The arbitration shall be administered by the Sacramento, California office of JAMS pursuant to its Streamlined Arbitration Rules and Procedures, which rules shall govern the commencement of the arbitration and the selection of the arbitrator among other things. Judgment on the Arbitrator’s Award may be entered in the San Joaquin County Superior Court or any court having jurisdiction. This clause shall not preclude CITY or DEVELOPER from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
The costs and fees of arbitration (including those fees and expenses set forth in JAMS’ fee schedule in effect at the time of commencement of the arbitration) shall be borne equally by CITY and DEVELOPER, and each side shall be responsible for its own attorney’s fees and expert witness’ fees.
The dispute resolution process shall be undertaken in good faith. A mediator or arbitrator other than JAMS may be agreed to by CITY and DEVELOPER in writing. By agreeing to this dispute resolution process, neither CITY nor DEVELOPER hereby loses or waives its right to assert the operation of any applicable statute of limitations as an affirmative defense. The arbitration award shall be final and binding upon CITY and DEVELOPER and each agrees that it will accept such decision and award as binding and conclusive and will abide thereby.
SECTION 11. NO WAIVER OF IMMUNITIES. Nothing in this Agreement shall be construed as a waiver by CITY of any of the immunities granted to it under Federal, State or local law, including the provisions of Sections 818.6, 830.6 and 831.3 of the California Government Code.
SECTION 12. COMPLETE AGREEMENT. Except as may otherwise be explicitly set forth herein, this Agreement constitutes the final, complete, and exclusive statement of the terms hereof between CITY and DEVELOPER related to the subject matter set forth herein. Neither party is relying on any representation or warranty outside those expressly set forth in this Agreement. Any and all amendments to this Agreement shall be in writing, shall be stated as an amendment to this Agreement and shall be executed by both parties.
SECTION 13. EXHIBITS. The Exhibits attached to this Agreement are part of this Agreement and are incorporated into this Agreement by reference.
SECTION 14. UNENFORCEABILITY; SEVERABILITY. If a court of competent jurisdiction holds any Agreement clause to be invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision. To that end, this Agreement shall be construed as not containing such clause and the provisions of this Agreement are declared to be severable.
8 SECTION 15. SUCCESSORS AND ASSIGNS. This Agreement shall bind and benefit DEVELOPER and CITY and their successors-in-interest, whether voluntary or involuntary. DEVELOPER agrees to require any successor to assume all duties and obligations set forth herein. DEVELOPER shall provide CITY with notice of any transfer of ownership interest in the Project or subject property.
SECTION 16. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted, and this Agreement shall be read and enforced as though it were included, and if through mistake or otherwise any provision is not inserted or is not correctly inserted, upon application of either party this Agreement shall be amended to make the insertion or correction. All references to statutes and regulations shall include all amendments, replacements, and enactments on the subject as of the Effective Date and any later changes which do not materially and substantially alter the positions of CITY and DEVELOPER.
SECTION 17. NO THIRD PARTY RIGHTS. This Agreement is not intended to be, and shall not be, construed to create any third party beneficiary rights in any person or entity who is not a party, unless expressly provided herein.
SECTION 18. NO JOINT VENTURE OR PARTNERSHIP. The parties specifically acknowledge that each party is an independent entity with respect to the terms contained in this Agreement. None of the terms of this Agreement shall be deemed to create a partnership between the parties in the businesses of DEVELOPER or the affairs of CITY, or otherwise, or cause them to be considered joint venturers or members of any joint enterprise.
SECTION 19. CONSTRUCTION. Each party hereto declares and represents that in entering into this Agreement, it has relied and is relying solely upon its own judgment, belief, and knowledge of the nature, extent, effect, and consequence relating thereto. Each party further declares and represents that this Agreement is made without reliance upon any statement or representation not contained herein of any other party or any representative, agent, or attorney of the other party. The parties agree that they are aware they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this Agreement and that the decision of whether or not to seek the advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each of the parties. Accordingly, no party shall be deemed to have been the drafter hereof, and the principle of law set forth in Civil Code § 1654 that contracts are construed against the drafter shall not apply.
SECTION 20. TIME IS OF THE ESSENCE. For the purpose of this Agreement and of each provision of this Agreement, time is of the essence.
SECTION 21. COOPERATION. DEVELOPER and CITY shall cooperate fully in the execution of any and all other documents and in the completion of any additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement.
SECTION 22. JURISDICTION AND VENUE. This Agreement is executed and is to be performed in the CITY of Ripon, California, and any action or proceeding brought relative to this Agreement shall be heard in the appropriate court in the County of San Joaquin. CITY and DEVELOPER each consent to the personal jurisdiction of the court in any such action or proceeding.
SECTION 23. REPRESENTATIONS OF AUTHORITY. Each party signing this Agreement represents and warrants to the other party that all necessary legal prerequisites to that party’s execution of this Agreement have been satisfied and that the signatory has been authorized to sign this Agreement and bind the party on whose behalf the signatory signs.
9 SECTION 24. NO PROMISE OR REPRESENTATION. DEVELOPER and CITY agree that nothing in this Agreement is to be construed as a representation, promise, or commitment on the part of CITY to give special treatment to, or exercise its discretion favorably for, the Project or DEVELOPER.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
City of Ripon “DEVELOPER”
By: ___________________________ By: ___________________________ Date: __________________________ Date: __________________________ ATTEST
Lisa Roos, City Clerk
By: ___________________________
Date: __________________________
APPROVED AS TO LEGAL FORM
City Attorney
By: ___________________________
Date: __________________________
10 Exhibit A
2023-2024 Staff
Hourly
Rates
City Administrator $171.37
Planning Director $146.87
City Engineer $171.37
Public Works Director $131.97
Parks & Recreation Director $110.81
Chief of Police $198.33
Building Official $91.09
Associate Engineer $71.16
Planning Secretary $62.71
City Clerk/Finance Director $144.87
Information Systems Tech II $52.08
City Attorney $295.00