LA #4812-4034-2802 v1
RIVER WALK MIXED USE PROJECT REIMBURSEMENT AGREEMENT
This Reimbursement Agreement (“Agreement”) is effective as of _________, 2026 (“Effective Date”) and is between the City of Santa Clarita, a California municipal corporation (“City”), on the one hand, and River Walk Owner, LLC, a California limited liability corporation (“Developer”), on the other hand. City and Developer are sometimes hereafter individually referred to as “Party” and collectively as “Parties.” The Parties agree as follows:
Section 1. Recitals
A. TAP BFR Procurement, LLC (“Owner”), owns or has legal interest in certain real property located on APN 2844-01-032, APN 2844-01-033, APN 2844-01-034, APN 2844-01-046, APN 2844-01-068, APN 2844-01-072, APN 2844-01-083, APN 2844-01- 083, APN 2844-01-085, and APN 2844-01-086, and; Parcel Map Nos. 313-073 and 294- 053, which is more particularly described on the attached Exhibit A (“Property”).
B. City approved MC No. 25-008 and MUP 25-001 pursuant for the development of a mixed-use project with 144 two-story townhomes, 10 one-bedroom apartment units, and an 8,500 sf commercial building known as “River Walk Mixed Use Project” (“Development”) on the Property.
C. As a condition of approval, the Parties mutually agree to set aside payment of a median in-lieu as identified in the Conditions of Approval (ENXX) in favor of the Developer undertaking the preparation of design, construction documents and construction of certain improvements to the right-of-way, including the installation of median curbs along the portion of Soledad Canyon Road fronting the project as set forth in the Exhibit B (the “City Conditions -- New Median Improvements”).
D. City has requested that Developer install additional median curbs and related improvements on Soledad Canyon Road beyond what is required in the Conditions for the Development, and the location and design guidelines of the additional median improvements are further described in the attached Exhibit C (collectively, the “Supplemental Improvements”). City will reimburse Developer for the Reimbursement Costs (as defined below).
Section 2. Agreement
Developer agrees to install the Supplemental Improvements described in Exhibit C consistent with the standards in the City Conditions for the Development by (Insert Date).
However, Developer shall have no liability to City or otherwise if the Supplemental Improvements are not complete by such date.
City agrees to reimburse Developer for the Reimbursement Costs (defined below) in accordance with Section 4 below. City acknowledges and agrees that Developer has no obligation to maintain the Supplemental Improvements for any period of time following the completion and approval by the City of same, nor any warranty obligation for the Supplemental Improvements, except that Developer hereby assigns to City all Developer's
LA #4812-4034-2802 v1
rights, title, and interest in and to any guarantees and warranties provided to Developer by the contractor or subcontractors who perform the construction of the Supplemental Improvements.
Section 3. Term and Termination of the Agreement
The term of this Agreement starts on the Effective Date and will continue until such time as the Developer finishes the Supplemental Improvements and such Supplemental Improvements are approved and accepted by the City and the Developer has received the full amount of Reimbursement Costs.
Section 4. Reimbursement
City agrees to reimburse Developer for all fees, costs and expenses incurred by Developer for the preparation of construction documents, permitting, testing, construction and installation of Supplemental Improvements and all other costs described on Exhibit D attached hereto (collectively, the “Reimbursement Costs”) within 30 days after the City's approval of completion by the Developer of the Supplemental Improvements and submittal to City of reasonable documentation showing the actual Reimbursement Costs incurred by Developer, which submittals will be made on a monthly basis. The total Reimbursement Costs may not exceed $986,041. Developer agrees to keep full and accurate books of account and records of such Reimbursement Costs for the term of this Agreement and to make them available to City upon request. Any portion of the Reimbursement Costs not paid to Developer when due hereunder shall accrue interest at ten percent (10%) per annum.
Section 5. Indemnification
Developer shall indemnify, defend, protect, and hold harmless the City, and its respective elected and appointed boards, officials, officers, agents, employees, and volunteers (collectively, “City Indemnitees”) from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs, and expenses of whatever nature, including reasonable attorney’s fees and disbursements (collectively, “Claims”), which City Indemnitees may suffer or incur or to which City Indemnitees may become subject by reason of or arising out of the negligent or willful acts or omissions of Developer, including any negligent or willful acts or omissions of their respective employees, officers, directors, partners, members or agents, committed in performing any of the services under this Agreement prior to the City's acceptance of the Supplemental Improvements, even if a Claim based on such acts or omissions is brought against the City after the City accepts the Supplemental Improvements. Notwithstanding the previous sentence, nothing in this Agreement limits the City's right to take any action against Developer's contractors or subcontractors who perform the construction of the Supplemental Improvements after the City accepts such Supplemental Improvements for any defect in the Supplemental Improvements.
City shall indemnify, defend, protect, and hold harmless Developer, and their respective employees, officers, directors, partners, members or agents, (collectively, “Developer Indemnitees”) from and against, any and all Claims which Developer Indemnitees may suffer or incur or to which Developer Indemnitees may become subject by reason of or
LA #4812-4034-2802 v1
arising out of the negligent or willful acts or omissions of City, and its respective elected and appointed boards, officials, officers, agents, employees, and volunteers, committed in performing any of the services under this Agreement, including the payment of the Reimbursement Costs.
The Parties agree that this section will remain in full force and effect for 10 years following City's acceptance of the Supplemental Improvements.
Developer must ensure that its contracts and subcontracts for the Supplemental Improvements include the following:
A. That the contractor and its subcontractors indemnifies the City of Santa Clarita, its elected and appointed officials, and employees from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by Developer’s contractors or subcontractors, except for such loss or damage arising from the City’s sole negligence or willful misconduct. Such indemnity must include any damages including attorney’s fees.
B. That the contractor and its subcontractor adds the City of Santa Clarita as an intended third-party beneficiary as to completion of the Supplemental Improvements.
Developer expressly agrees that the required release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. The requirements as to the types and limits of insurance coverage to be maintained by Developer, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Developer pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.
Section 6. Prevailing Wage
If required by applicable state law including, without limitation Labor Code §§ 1720 (as amended by AB 975 (2001)), 1771, 1774, 1775, and 1776, Developer must pay, or cause its contractors and subcontractors to pay, the workers performing the construction of the Supplemental Improvements prevailing wages. It is Developer's responsibility to interpret and implement any prevailing wage requirements and Developer agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from City's Public Works Department or the website for State of California prevailing wage determination at www.dir.ca.gov/DLSR/PWD. A copy of the prevailing rate of per diem wages must be posted at the job site. This Agreement is subject to state prevailing wage requirements of the California Labor Code including Sections 1770 and 1773, and the City's California Department of Industrial Relations (DIR) approved Labor Compliance Program. All covered work classifications required in
LA #4812-4034-2802 v1
performance of this Agreement will be subject to prevailing wage provisions. The Developer, its contractors and subcontractors shall pay not less than the state wage rates.
Developer shall further adhere to the requirements contained in the City of Santa Clarita's Labor Compliance Program. A copy of the Labor Compliance Program is available for review upon request at the Office of the City Clerk. All pertinent state statutes and regulations, including, but not limited to those referred to in this Agreement and in the City's Labor Compliance Program, are incorporated herein as though set forth in their entirety. Additionally, the Developer is responsible for obtaining a current edition of all applicable state statutes and regulations and adhering to the latest editions of such.
Section 7. Compliance with Law
Developer, its contractors and subcontractors must comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government, including City's Labor Compliance Program, in connection with the construction of the Supplemental Improvements. Developer shall comply with all aspects of the National Pollutant Discharge Elimination System (NPDES) in order to prevent pollution to local waterways in connection with the construction of the Supplemental Improvements.
Developer, or its contractors and subcontractors doing the actual work, holds and will maintain during the term of this Agreement a California contractor's license. To the extent any actions, duties, responsibilities, representations, warranties or covenants of Developer hereunder require a California contractor's license (collectively, “Licensed Actions”), the Licensed Actions shall be performed under the authority of xxx.
Section 8. Insurance
During the entire term of this Agreement, the Developer, its contractor and subcontractors performing the construction of the Supplemental Improvements to procure and maintain Commercial General Liability insurance, as part of the Reimbursement Costs, to protect against loss from liability imposed by law for damages on account of bodily injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever, resulting directly or indirectly from any act or activities, errors or omissions, of such subcontractors during the construction of the Supplemental Improvements. Such commercial general liability insurance shall be maintained in full force and effect throughout the term of the Agreement and any extension thereof with the following minimum limits: A combined single limit liability policy in the amount of $2,000,000 or a commercial general liability policy with a $2,000,000 occurrence and aggregate limit.
Commercial general liability insurance must meet or exceed the requirements of ISO- CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name City, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by City will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88. Such insurance will be on an “occurrence,” not a “claims
LA #4812-4034-2802 v1
made,” basis and will not be cancelable or subject to reduction except upon 30 days prior written notice to City.
All of such insurance shall be primary insurance and, shall name the City of Santa Clarita as additional insured. A Certificate of Insurance and an additional insured endorsement (for general and automobile liability), evidencing the above insurance coverage with a company authorized to do business in California shall be submitted to City prior to commencement of the work.
The Developer shall cause the contractor performing the construction of the Supplemental Improvements to procure and maintain, as part of the Reimbursement Costs, Worker's Compensation Insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, inure, and provide legal defense for both Developer and the City against any loss, claim or damage arising from any injuries or occupational diseases happening to any worker employed by any subcontractor in the course of carrying out the work within the Agreement. Such insurance shall also contain a waiver of subrogation naming the City of Santa Clarita.
The Developer shall cause the contractor and subcontractors performing the construction of the Supplemental Improvements to procure and maintain, as part of the Reimbursement Costs, throughout the term of this Agreement, and any extension thereof, automotive liability insurance with coverage limits of not less than $1,000,000 combined single limit.
All such insurance shall be primary insurance and shall name the City of Santa Clarita as an additional insured.
Developer must furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time.
Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.” Certificate(s) must reflect that the insurer will provide 30 day notice of any cancellation of coverage. Developer will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.
In the event the said insurance is canceled, the Developer shall, prior to the cancellation date, cause to be submitted to the City Clerk new evidence of insurance in the amounts established.
All policies required above are to be primary and non-contributing with any insurance or self-insurance programs carried or administered by City.
All policies required by this Agreement must allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and deductible of the policy in lieu of the Developer (as the named insured) should Developer fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Finance Director. Developer understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by
LA #4812-4034-2802 v1
Developer as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Developer's behalf upon the Developer's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Developer for breach of this Agreement in addition to any other damages incurred by City due to the breach.
Section 9. Conveyance of Title
Developer must convey to City acceptable title to the Supplemental Improvements by documents approved as to form by the City Attorney upon acceptance of the Supplemental Improvements by City. “Acceptable title” means title free and clear of all liens and encumbrances, except those non-monetary encumbrances and easements which are reasonably determined by City not to interfere with the intended use of the Supplemental Improvements and therefore are not required to be cleared from title.
Section 10. Acceptance of Supplemental Improvements
City agrees to accept title to the Supplemental Improvements upon satisfactory completion by Developer, subject to certification by the inspector pursuant to this Agreement that the Supplemental Improvements are completed in accordance with the plans and specifications and to the reasonable satisfaction of the City Manager.
Acceptance should occur within 30 days after the Notice of Completion is recorded.
Section 11. Mechanics Liens
Developer must complete construction of the Supplemental Improvements free of all liens of mechanics, material men, suppliers, and others. If any such liens are recorded against the property upon which such work is being performed, Developer must immediately take all steps necessary to remove such liens including, if necessary, the posting of release bonds.
Section 12. Ownership and Maintenance of Supplemental Improvements For the purposes of this Agreement, Developer is the owner of, and must retain the title to the Supplemental Improvements from the date construction commences until such time as City accepts the Supplemental Improvements as evidenced by City Council resolution.
Before the transfer of ownership of the Supplemental Improvements, Developer is responsible for maintenance of the Supplemental Improvements. After City accepts the Supplemental Improvements, City is solely responsible for the maintenance thereof, and all rights, duties and obligations of Developer for said maintenance under this Agreement terminate. After accepting the Supplemental Improvements, City will indemnify and hold harmless the Developer, and the respective partners, officers, directors, employees and agents and the respective heirs, successors and assigns of each of the foregoing, from any and all claims, liabilities, demands and expenses in any way arising out of the operation, maintenance, repair, use or existence of the Supplemental Improvements or the easement or real property therein dedicated to City in connection therewith, except that this indemnity does not apply to claims, liabilities, demands, and expenses resulting from defects in the construction of the Supplemental Improvements.
LA #4812-4034-2802 v1
Section 13. Independent Contractor
City and Developer agree that Developer will act as an independent contractor and will have control of all work and the manner in which is it performed. Developer will be free to contract for similar service to be performed for other employers while under contract with City. Developer is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees.
Any provision in this Agreement that may appear to give City the right to direct Developer as to the details of doing the work or to exercise a measure of control over the work means that Developer will follow the direction of City as to end results of the work only.
Section 14. Notices
All notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement by one Party to the other shall be in writing addressed to the recipient Party's notice address set forth below. Any Party may change its Notice Address by a notice given in the foregoing form and manner. The Notice Addresses of the parties are:
If to City:
City of Santa Clarita
Public Works Department
23920 Valencia Boulevard
Santa Clarita, CA 91355
Attn.: City Manager
(661) 259-2489
With a copy to:
Burke, Williams & Sorensen LLP
444 S. Flower Street, 24th Floor
Los Angeles, CA 90071
Attn: City Attorney
(213) 236-0600
If to Developer:
TAP BFR Acquisitions, LLC
10100 Santa Monica Blvd, Ste. 400
Los Angeles, CA 90067
Attn: Mr. Stuart Cramer
When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery.
Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
Section 15. Taxpayer Identification Number
LA #4812-4034-2802 v1
Developer will provide City with a Taxpayer Identification Number.
Section 16. Authority to Enter Into Agreement
Each Party represents and warrants that it is legally authorized to enter into this Agreement.
Section 17. Interpretation
This Agreement will be construed according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the Party preparing or drafting the Agreement, or any part thereof, will be applicable.
Section 18. 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, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties.
Section 19. Waiver or Modification
A waiver by City of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. Any waiver or modification of the provisions of this Agreement must be in writing and signed by the authorized representative of each Party.
Section 20. Relationship of the Parties
The Parties do not intend by this Agreement to create any agency, partnership, joint venture, trust, or other relationship with duties or incidents different from those of parties to an arm's-length contract.
Section 21. Binding on Successors and Assigns; Third-Party Beneficiary This Agreement is binding upon and inures to the benefit of the respective successors and assigns of the Parties. No other person has any rights, interests, or claims hereunder or is entitled to any benefits under or on account of this Agreement as a third-party beneficiary.
City does not assume any liability, duty or obligation to Developer's contractors, subcontractors or agents by execution or performance of this Agreement (other than liability to pay the Reimbursement Costs) and no contractors, subcontractors or agents or any parties are third party beneficiaries of this Agreement (other than with respect to the obligation to pay the Reimbursement Costs).
Section 22. Governing Law; Venue
This Agreement is governed by the laws of the State of California. Any actions brought to enforce this Agreement must be brought in Los Angeles County, California.
LA #4812-4034-2802 v1
Section 23. Captions
The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.
Section 24. Effect of Conflict
In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the provisions of this Agreement will govern and control.
Section 25. Entire Agreement
This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. This Agreement constitutes the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to the subject matter hereof.
Section 26. Recordation of Agreement
This Agreement will not be recorded with the Los Angeles County Recorder.
CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED
BY THE CONTRACTORS' STATE LICENSE BOARD WHICH HAS JURISDICTION
TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT
REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. A COMPLAINT REGARDING A
LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN 10 YEARS OF THE DATE OF THE ALLEGED VIOLATION.
ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS' STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CA 95826
(Signatures on the following page.)
The City and Developer have caused this Agreement to be duly executed by their respective duly authorized officers or representatives as of the date first set forth above.
TAP BFR ACQUISTIONS, LLC,
a California limited liability corporation
By:___________________________________________
Stuart Cramer -- Owner
Date: _________________________________________
CITY OF SANTA CLARITA
LA #4812-4034-2802 v1
KENNETH STRIPLIN, CITY MANAGER
By: ___________________________________________
City Manager
Date: _________________________________________
ATTEST:
By: ___________________________________________
City Clerk
Date: _________________________________________
APPROVED AS TO FORM
JOSEPH M. MONTES, CITY ATTORNEY
By: ___________________________________________
City Attorney
Date: _________________________________________
EXHIBIT A
Legal Description of Property
EXHIBIT B
City Conditions -- New Median Improvements
(See attached MC21-068 Conditions of Approval and River Walk DRC Comments MC25-008)
EXHIBIT C
(Proposed Supplemental Median Improvements)
SCOPE OF WORK
Depiction of Area in which Supplemental Improvements will be Installed
DEPICTION OF AREA IN WHICH PROPOSED SUPPLEMENTAL MEDIAN
IMPROVEMENTS WILL BE INSTALLED
• The applicant will be conditioned to design and reconstruct the existing sections of the improved landscaped medians extending west of project boundaries to Sierra
LA #4812-4034-2802 v1
Highway and east of project boundaries extending to River Circle via a Reimbursement Agreement.
PROPOSED SUPPLEMENTAL MEDIAN IMPROVEMENTS - PROJECT
DESIGN
• Applicant will be required to coordinate preparation of median design plans with Special Districts staff throughout the design phase.
PROPOSED SUPPLEMENTAL MEDIAN IMPROVEMENTS - CONSTRUCTION
DOCUMENTS
• Applicant will be required to coordinate preparation of median construction plans with Special Districts staff.
TRAFFIC CONTROL
1. Provide traffic control per the “Watch Manual” during approved work hours
REMOVAL OF EXISTING IMPROVEMENTS
Remove existing median including existing landscape material (City staff to determine if any existing trees shall be protected in place), concrete, curb and gutter and haul to an approved recycling disposal site
SURVEY
1. Retain professional land survey to stake median replacement curb locations as necessary to provide elevation control for proposed curb to achieve a 6” curb face consistently.
2. Provide written data cut sheets showing existing elevations of control points set, calculated top of future curb from those points and the distance off set from the future curb face (or back of curb).
SOILS INSPECTION
1. Perform compaction testing with licensed soils consultant at required intervals per City of Santa Clarita Standards under proposed curb and gutter location prior to slurry and concrete placement of any type or kind.
2. Provide written compaction test results documenting observation date, time, location, type of method used by contractor to obtain required density and the findings of those tests.
INSTALLATION OF PROPOSED SUPPLEMENTAL IMPROVEMENTS
1. Slurry under proposed curb to allow for 6” gutter installation.
2. Pour PCC curb and gutter to the proposed elevation to allow for a consistent 6' curb face reveal.
LA #4812-4034-2802 v1
3. Install pavers at median tapers and maintenance strips per City of Santa Clarita Standards
4. Grade and balance medians as mutually agreed to with City Landscape maintenance district
5. Raise manholes within the median to grade per City of Santa Clarita Standards
6. Raise water valve cans to grade to Santa Clarita Valley Water District requirements
7. Install permanent asphalt one inch thicker than existing pavement at all trench / patching locations after irrigation sleeve installation has been completed
8. Install new irrigation system as mutually agreed to with City Special Districts to properly serve newly installed landscape improvements
9. Install new shrubs, trees and ground cover as mutually agreed to with City Special Districts
10. Maintain improvements throughout construction period
SERVICE
1. Provide Landscape Design and As-Built drawings of modified median landscape and irrigation
2. Maintain landscaped medians for 90 days
EXHIBIT D
(Description of Costs to be included in Reimbursement Costs) Estimated Reimbursement Costs
1. Project Bid Schedule $744,160
2. Project Management $ 61,342
3. Landscape Design & “As-built” Documents $ 55,990
4. Contingency $124,549
Total $968,041
EXCLUSIONS AND CLARIFICATIONS
CLARIFICATIONS FOR REIMBURSEMENT:
“Schedule of Prices”
LA #4812-4034-2802 v1
1. The attached “Schedule of Prices” is based on the information available and is an estimate only and not a guaranty or warranty by Developer. Among other things, quantities may change and/or unforeseen circumstances may occur (such, for example, unsatisfactory sub structure under curb, gutter, or median materials being removed or buried utilities not previously detected), which will cause additional Reimbursement Costs to be incurred and payable by the City to Developer.
2. All quantities are to be field verified by both a Developer and City representative.
Developer will be paid according to the unit pricing in the Schedule of Properties and final quantities.
3. All work is to be performed during the normal daytime hours. Night work will be an additional cost.
4. The estimated costs anticipate that work will be authorized by the City and that Developer's contractor and subcontractor will be able to work continuously and without interruption. Any delays (whether or not caused by the City) will cause additional costs to be incurred.
Footnotes:
1. If any items described in the exclusions become part of the scope of work, the actual costs incurred shall be included in the Reimbursement Costs.