Attachment B
1 REIMBURSEMENT AGREEMENT
(Construction of Capital Improvement Program Traffic Facilities)
This Reimbursement Agreement (this “ Agreement”) is entered into this 1st day of April 2025 (“Effective Date”), by and between the City of Santa Maria, a California charter city and municipal corporation (the “City”) and Betteravia Park, LLC, a California limited liability company (the “Developer”).
RECITALS
A. The purpose of this Agreement is to set forth the terms and conditions upon which the Developer has constructed certain Capital Improvement Program Traffic Facilities (the “ Traffic Facilities”) for the benefit of the City and other property owners, and the terms and conditions upon which the City will reimburse the Developer for such construction; and
B. City has adopted a policy (the “Reimbursement Policy”) that governs reimbursement to developers for the construction of Traffic Facilities; and
C. Developer’s project, TR2016-0007, has been conditioned, among other things, by the City under the Tentative Tract Map Conditions dated November 21, 2018, (the “Tentative Tract Map Conditions”) to construct the Traffic Facilities.
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 Obligations to perform Conditions of Approval. Nothing in this agreement shall alleviate Developer of its obligation to perform Conditions of Approval associated with TR2016-0007 which have not yet been completed unless otherwise noted.
2. Incorporation of Recitals and Reimbursement Policy. The foregoing Recitals are hereby incorporated into and are a fully operative and effective part of this Agreement. The Reimbursement Policy, (Reimbursement Agreements, Section 8-
15.08 of the Santa Maria Municipal Code) as may be amended from time to time, is hereby incorporated into and is a fully operative and effective part of this Agreement. In the event of a con flict between the terms and conditions of the Reimbursement Policy and this Agreement, the terms and conditions of the Reimbursement Policy shall control.
3. Developer’s Obligation to Construct the Traffic Facilities and In lieu Agreement. Developer has constructed the Traffic Facilities for Developer’s Project as required under the Tentative Tract Map Conditions consisting of portions of Betteravia Road Widening and the installation of a traffic signal at the Attachment B
2 intersection of Betteravia Road and Western Avenue. Further, In-lieu of Developer being required to construct the railroad crossing improvements and widening as set forth in Tentative Tract Map Conditions 27.M and 27.N (and item 6c(ii) under that certain Development Agreement between the City and Developer dated April 19, 2016) , Developer shall pay to City the sum of One Million Dollars (1,000,000.00) (“In-Lieu Payment”) payable as follows: (i) $818,575.82 in cash (within ten (10) days after Developer receives the Reimbursement Amount (defined below)), and (ii) a credit from the City in the amount of $181,424.20 (to make up the total amount of the Betteravia Obligation (as defined in that certain letter agreement dated August 27, 2024 between the City and Developer) to be paid to the Developer). This In-lieu Payment shall be shall be in-lieu of Developer actually performing any and all work that may have been required under the Tract Map Conditions 27.M, 27.N and 27.O and 6c(ii) of the Development Agreement and upon receipt by City shall be conclusively deemed completion by Developer of the Tentative Tract Map Conditions of Approval 27.M, 27.N, and 27.O and 6c(ii) of the Development Agreement and City shall provide Developer with a full and final approval of the Project.
4. Issuance of Traffic Contract. Developer has selected all companies necessary to perform direct and indirect construction services and determine the amounts payable for these services. The scope of work which was performed by Developer is shown on the Public Improvement Plans (the “Plan”) prepared by Bethel Engineering, dated 3/24/22, which were approved by the City.
5. City’s Reimbursement Obligation. The City shall reimburse the Developer the actual direct costs of constructing the Traffic Facilities (which shall include, but shall not necessarily be limited to, design engineering, utility relocation, surveying, and geotechnical services), subject to the terms and conditions set forth in this Agreement in the reimbursement allowable amount as set forth below.
4.1. Amount of Reimbursement. The Developer and City currently agree that the cost of constructing the Traffic Facilities was Two-Million, Two - Hundred Eighty -Six Thousand, Eight -Hundred Fifty -Two Dollars and Seventy Cents ($2,286,852.70). The maximum amount allowed to be reimbursed under this Agreement shall be Nine-Hundred Seventy -Six Thousand, Seven-Hundred Twenty-Seven Dollars and Eighty-Two Cents. ($976,727.82) (the “Reimbursement Amount”). This Agreement shall be deemed Developer’s written request to the City for reimbursement, which request shall be accompanied by an itemized list of costs for which the Developer seeks reimbursement. The written request for reimbursement submitted by the Developer pursuant to this Section shall be accompanied by supporting doc umentary evidence (which may include, but is not necessarily limited to, receipts, invoices and/or other similar documents).
Provided the Developer has provided sufficient detail for the completed work which has been approved by the City, the City shall provide Attachment B
3 Reimbursement Amount within 10 business days after the execution of this Agreement.
6. Assignment by Developer. Except as provided below, the Developer shall be entitled to assign its rights under this Agreement with the City’s written consent, which consent shall not be unreasonably withheld.
7. Entire Agreement. This Agreement plus the letter agreement dated August 27, 2024, between Developer and the City and the purchase agreement between the City and Developer dated December 17, 2024, contain the entire agreement and understanding concerning reimbursement for the Developer’s construction of the Traffic Facilities and obligations under Section 27M, 27N, and 27O of the Traffic Conditions and section 6(c)(ii) of the Development Agreement, and this Agreement supersedes and replaces all prior negotiations , obligations and proposed agreements, written or oral, except as they are included in this Agreement for said section within this paragraph . The Developer and City acknowledge that neither the other party no r its agents nor attorneys have made any promise, representation, or warranty whatsoever, express or implied, not contained in this Agreement, the above mentioned letter agreement and purchase agreement to induce the execution of this Agreement and acknowledge that this Agreement has not been executed in reliance upon any promise, representation, or warranty not contained herein or such other referred to documents.
8. Amendment must be in Writing. This Agreement may not be modified except by a writing signed by the Developer and City.
9. Venue for Resolving Disputes. Any arbitration or litigation arising out of this Agreement shall be conducted only in the County of Santa Barbara, State of California
10. Interpretation Guides. In interpreting this Agreement, it shall be deemed to have been prepared by the Parties jointly and no ambiguity shall be resolved against either Party on the premise that it or its attorneys was responsible for drafting this Agreement or any provision he reof. The captions or headings set forth in this Agreement are for convenience only and in no way define, limit, or describe the scope or intent or any Sections, Subsections, or other provisions of this Agreement. Any reference in the Agreement to a Section or to a Subsection, unless specified otherwise, shall be a reference to a Section or Subsection of this Agreement.
11. Due Authority of Signatures. Each individual signing this Agreement warrants and represents that he or she has been authorized by appropriate action of the Party which he or she represents to enter into this Agreement on behalf of the Party
Attachment B
4 12. Notices. All notices, demands, and communications between the Developer and the City shall be duly addressed as indicated below and given by personal delivery, registered or certified mail (postage prepaid and return receipt requested), Federal Express or other reliable private express delivery, or by facsimile transmission.
Such notices, demands, or communications shall be deemed received (i) upon deliver if personally served or set by facsimile, or (ii) after three business days if given or sent by any ot her approved manner specified above. Any Party to this Agreement may change its below -specified name, address, facsimile number, or person to whom attention should be directed by giving notice as specified in this Section. A copy of any notice, demand, or communication sent to City pursuant to this Agreement shall be sent to the City‘s legal counsel. Notices, demands, and communications shall be duly addressed and sent as follows:
To City:
City of Santa Maria
Attn: City Manager
110 E. Cook Avenue
Santa Maria, CA 93454
To Developer:
Betteravia Park, LLC
c/o ZDI, Inc.
Attn: Stephen Zimmerman
16509 Saticoy
Van Nuys, CA 91406
13. California Law Governs. This Agreement and all rights and obligations arising out of it shall be construed in accordance with the laws of the State of California
14. Counterparts. This Agreement may be signed in one or more counterparts; which, taken together, shall constitute one original document.
15. Exhibits. All Exhibits attached hereto or referenced herein are incorporated into this Agreement.
16. Effective Date. This Agreement shall be effective as of the date noted on page one (1) of this Agreement.
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Attachment B
5 IN WITNESS WHEREOF, the undersigned execute this Amendment on behalf of the parties.
City of Santa Maria Betteravia Park, LLC, a California
limited liability company
By: _____________________________ By: ____________________________ David W. Rowlands Stephen Zimmerman
City Manager Manager
ATTEST:
_________________________________
City Clerk
Donna G. Schwartz, CMC
APPROVED AS TO FORM:
___________________________________
City Attorney
Thomas T. Watson
APPROVED AS TO FORM:
___________________________________
Risk Division Manager
Mellissa Guerrero