HomeMy WebLinkAbout2019-08-13 Item 01B Attachment 2
Item 1B
CITY OF CHULA VISTA
REIMBURSEMENT AGREEMENT
WITH RIDA CHULA VISTA, LLC
TO DESIGN SPECIFIED BAYFRONT INFRASTRUCTURE IMPROVEMENTS
This REIMBURSEMENT AGREEMENT (“Agreement”) is entered into as of this _____
day of ____________, 20____ (the “Execution Date”) by and among the City of Chula Vista, a
chartered municipal corporation (“City”) and RIDA Chula Vista, LLC, a Delaware limited liability
company (“Developer”) (collectively, the “Parties” and, individually, a “Party”). with reference to
the following Recitals:
RECITALS
A. WHEREAS, City, Developer, and the San Diego Unified Port District (“District”)
entered into a Disposition and Development Agreement for the Resort Hotel Convention Center
Project (Chula Vista Bayfront Master Plan Parcel H-3), effective May 7, 2018 (the “DDA”); and
B. WHEREAS, the Scope of Development attached to the DDA provides that the
Developer shall construct certain infrastructure improvements, consisting of: E Street (from G
Street to H Street), the G Street Connection, H Street (Bay Boulevard to Street A), H Street (Marina
Parkway to E Street), Harbor Park (Initial), H-3 Site Prep, and the H-3 Utility Corridor (the
“Developer’s Phase 1A Infrastructure Improvements”); and
C. WHEREAS, Section 4.7(c) of the DDA provides that the District and the City shall
reimburse the Developer in cash for any and all funds expended prior to the DDA Close of Escrow
by the Developer in connection with design, architectural work, and engineering work for the
Developer’s Phase 1A Infrastructure Improvements as set forth in the Scope of Development, other
than the amounts that have been paid to Developer pursuant to Section 4.8(e) of the DDA, from
the first disbursement of the Public Fund Contribution pursuant to the construction loan account
instructions; and
D. WHEREAS, the Scope of Development attached to the DDA provides that the in-
road sewer facilities included in the Developer’s Phase 1A Infrastructure Improvements (the
“Developer’s Sewer Improvements”) shall be funded by the City’s Sewer Facility Contribution;
and
E. WHEREAS, the Developer and the City have negotiated and anticipate executing
the City of Chula Vista Reimbursement Agreement with RIDA Chula Vista, LLC to Construct
Specified Bayfront Sewer Improvements (the “Sewer Reimbursement Agreement”) for this
purpose; and
F. WHEREAS, the Sewer Reimbursement Agreement provides a mechanism for the
City to reimburse the Developer in cash for any and all funds expended prior to the DDA Close of
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Escrow by the Developer in connection with design, architectural work, and engineering work for
the Developer’s Sewer Improvements; and
G. WHEREAS, the scope of this Agreement is therefore limited to the Developer’s
Phase 1A Infrastructure Improvements, excluding the Developer’s Sewer Improvements (the
“Project”); and
H. WHEREAS, the City has identified and set aside funds generated by the Bayfront
project sufficient for this purpose; and
I. WHEREAS, Developer desires to enter into this Agreement with the City, so that
it may obtain reimbursement for the eligible costs of designing Developer’s Phase 1A
Infrastructure Improvements incurred prior to DDA Close of Escrow.
AGREEMENT
NOW THEREFORE, in consideration of the above Recitals, the covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties
hereby acknowledge, City and Developer agree as follows:
ARTICLE I. DEFINITIONS
In this Agreement, unless the context otherwise requires, the following terms and phrases shall
have the following meanings:
1.1. Agreement. “Agreement” means this Reimbursement Agreement between the City and the
Developer. The term “Agreement” shall include any amendment to the Agreement properly
approved and executed pursuant to the terms of this Agreement.
1.2. City. “City” means the City of Chula Vista. Unless specifically provided otherwise,
whenever this Agreement requires an action or approval by City, that action or approval
shall be performed by the City representative designated by the Agreement.
1.3. City Council. “City Council” means the governing body of the City.
1.4. City Manager. “City Manager” means the City Manager of City or his or her designee.
1.5. Cutoff Date. “Cutoff Date” means ninety (90) days from the DDA Close of Escrow.
1.6. CVMC. “CVMC” has the meaning given to such term in the Recitals.
1.7. DDA. “DDA” has the meaning given to such term in the Recitals.
1.8. DDA Close of Escrow. “DDA Close of Escrow” means Close of Escrow as such term is
defined in the DDA.
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1.9. Design Professional(s). “Design Professional(s)” means persons or entities providing
design, architecture, landscape architecture, survey, or engineering work or services for the
Developer’s Phase 1A Infrastructure Improvements.
1.10. Developer. “Developer” has the meaning given to such term in the preamble.
1.11. Developer’s Phase 1A Infrastructure Improvements. “Developer’s Phase 1A Infrastructure
Improvements” has the meaning given to such term in the Recitals.
1.12. Developer’s Sewer Improvements. “Developer’s Sewer Improvements” has the meaning
given to such term in the Recitals.
1.13. Director of Development Services. “Director of Development Services” means the
Director of Development Services of City or his or her designee.
1.14. District. “District” has the meaning given to such term in the Recitals.
1.15. Eligible Expenses. “Eligible Expenses” means costs that the City shall reimburse
Developer for the Project, not to exceed the Estimated Cost.
1.16. Estimated Cost. “Estimated Cost” means the design cost of the Project to be incurred prior
to DDA Close of Escrow, estimated to total $715,000, as shown in Exhibit A, attached
hereto. As the Estimated Cost is not initially the result of contracts for the actual design,
it is subject to change during the contract negotiation process as well as during the design
phase, subject to approval of the Parties.
1.17. Execution Date. “Execution Date” has the meaning given to such term in the preamble.
1.18. Holiday. “Holiday” means the City-observed holidays listed below (if any holiday listed
falls on a Saturday, then the Saturday and the preceding Friday are both legal holidays. If
the holiday should fall on a Sunday, then the Sunday and the following Monday are both
legal holidays):
Holiday Observed On
New Year’s Day January 1
Martin Luther King, Jr. Day Third Monday in January
Caesar Chavez Day March 31
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday in September
Veteran’s Day November 11
Thanksgiving Day Fourth Thursday in November
Thanksgiving Day Friday Friday after Thanksgiving
Christmas Day December 25
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1.19. Maximum Reimbursement Amount. “Maximum Reimbursement Amount” means the
lesser of the Estimated Cost, as may be amended from time to time, or the amount of
Reimbursable Costs that is calculated during the Final Accounting (as defined below).
1.20. Non-Reimbursable Costs. “Non-Reimbursable Costs” means the following costs that shall
not be eligible for reimbursement under this Agreement: Costs Incurred Due to Negligence
or Unapproved Costs, each as further defined in Section 6.1.4.1.
1.21. Party. “Party” has the meaning given to such term in the preamble.
1.22. Payment Date. “Payment Date” means twenty (20) days following the date on which
Developer submits a complete Reimbursement Request (as reasonably determined by the
Director of Development Services) or a Reimbursement Request that is complete with
respect to a portion of the requested reimbursement (as reasonably determined by the
Director of Development Services).
1.23. Project. “Project” has the meaning given to such term in the Recitals.
1.24. Project Improvements. “Project Improvements” or “Improvements” means the
Developer’s Phase 1A Infrastructure Improvements, excluding Developer’s Sewer
Improvements.
1.25. Public Fund Contribution. “Public Fund Contribution” has the meaning given to such term
in the DDA.
1.26. Reimbursable Costs. “Reimbursable Costs” means costs of the design of the Developer’s
Phase 1A Infrastructure Improvements that have been expended by Developer and
approved by the City through approval procedures described in the Agreement.
1.27. Reimbursement Request. “Reimbursement Request” means a reimbursement request
package submitted to the City containing the items listed in Section 6.1.2.1.
1.28. Sewer Facility Contribution. “Sewer Facility Contribution” means the contribution by the
City to fund specific sewer facility improvements comprising part of the RHCC Public
Improvements as may be more specifically described in the Plan of Finance (as defined in
the DDA).
1.29. Sewer Reimbursement Agreement. “Sewer Reimbursement Agreement” has the meaning
given to such term in the Recitals.
1.30. Working Day(s). “Working Day(s)” means Monday through Friday, excluding Holidays.
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ARTICLE II. SUBJECT OF THE AGREEMENT - GENERALLY
The above-listed Recitals are true and correct and are hereby incorporated by this reference. All
attachments to this Agreement as Exhibits are incorporated into this Agreement by this reference.
2.1. Developer’s Design of Phase 1A Infrastructure Improvements. Except as expressly
provided in this Agreement, Developer shall cause the design of the Phase 1A
Infrastructure Improvements, in accordance with all the terms and conditions of this
Agreement and for no more than Maximum Reimbursement Amount.
2.2. City Payment. City shall reimburse Developer, subject to the terms and conditions herein,
for the Eligible Expenses of design of Developer’s Phase 1A Infrastructure Improvements.
ARTICLE III. DURATION OF AGREEMENT
3.1. Term of Agreement. This Agreement shall become effective on the Effective Date
following City Council’s approval, and the term of this Agreement shall extend until the
earlier of (i) such time as all executory terms have been completed and (ii) earlier
termination of this Agreement.
ARTICLE IV. PROJECT COSTS
4.1. Estimated Cost. The Estimated Cost of the Project is seven hundred and fifteen thousand
dollars ($715,000), as shown in Exhibit A, attached hereto.
4.2. Adjustment to Estimated Cost. The Estimated Cost is subject to change by the methods
identified in this Agreement.
4.3. Notification of Increased Costs. If, at any time, Developer definitely establishes that the
amount to be expended on the Project will exceed the Estimated Cost, Developer shall
promptly, and in any case not more than ten (10) Working Days after the Developer
definitely establishes the amount of the increase, notify the City thereof in writing. This
written notification shall include an itemized cost estimate and a list of recommended
revisions (e.g., deductive changes) which Developer believes will bring the design cost to
within the Estimated Cost. The City may either: (i) approve an increase in Estimated Cost
(which approval shall not be unreasonably withheld, conditioned, or delayed); or (ii)
reasonably delineate a project which may be designed for the Estimated Cost; or (iii) any
combination of (i) and (ii).
ARTICLE V. DESIGN STANDARDS
5.1. Standard of Care. Developer agrees that the services provided as part of this Agreement
shall be performed in accordance with the standards customarily adhered to by experienced
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and competent professional architectural, engineering, and landscape architecture firms (as
applicable) using the degree of care and skill ordinarily exercised by reputable
professionals practicing in the same field of service in the State of California.
5.1.1. Compliance with all Laws. Developer shall comply, and require compliance by
any and all of its Design Professionals, employees, and agents with all laws,
including but not limited to all local, City, San Diego County, State of California,
and federal laws, codes and regulations, ordinances and written publicly available
policies, including, but not limited to, Development Services Department permits,
state and local Building Codes, stormwater regulations, etc.
5.2. City Approval Not a Waiver of Obligations. Where approval by the City, the City
Manager, or other representative of City is required, it is understood to be general approval
only and does not relieve Developer of responsibility for complying with all applicable
laws, codes, and good consulting, design, and construction practices. and Any approval by
City not an assumption of liability by the City and shall not cause City to become an insurer
or surety of work associated with the approvals.
ARTICLE VI. REIMBURSEMENT/PAYMENT OF COSTS AND EXPENSES
6.1. Payment of Costs Associated with Project
6.1.1. Maximum Reimbursement Amount. The maximum amount of reimbursement for
Project shall not exceed the Maximum Reimbursement Amount. Developer shall
not be entitled to payment in excess of the Maximum Reimbursement Amount.
6.1.2. Prerequisites to Payment.
6.1.2.1. Reimbursement Request. Prior to reimbursement of any costs or expenses
for the Project, Developer shall provide the City with a Reimbursement
Request containing the following:
a. Invoices. Developer shall provide the Director of Development
Services all invoices for Reimbursable Costs associated with
Project, not previously paid by the City, within 30 days after receipt
thereof.
b. Proof of Payment. Developer shall provide the Director of
Development Services with proof of payment of all invoices for
Reimbursable Costs submitted within 30 days after such payment.
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c. Certification of Payment. Developer shall provide the Director of
Development Services with a written certification that all costs for
which Developer is seeking reimbursement have been paid.
d. Acknowledgement of Subcontractors. Developer shall provide the
Director of Development Services with a letter from each firm (e.g.
civil, survey, and geotechnical) acknowledging that eligible soft
costs included in the relevant invoices have been paid.
e. Other Documents. Developer shall provide the Director of
Development Services with any other documents that may be
needed to evaluate the eligibility of the expense as determined
necessary by the Director of Development Services in his/her sole
discretion.
City shall not have an obligation to make payment to Developer unless
and until Developer provides the Director of Development Services with
a Reimbursement Request containing all of the applicable items listed
above and such Reimbursement Request is approved by the Director of
Development Services as provided below.
6.1.2.2. City Approval. The Director of Development Services shall review each
Reimbursement Request and the supporting documentation. If the
Director of Development Services finds that any such Reimbursement
Request is incomplete, improper, or otherwise not suitable for
reimbursement, the Director of Development Services shall inform
Developer in writing within fifteen (15) Working Days after receipt
thereof of the reasons for his/her finding. Developer shall have the right
to respond to such finding by submitting further documentation or
information to the City. The Director of Development Services shall
review any further documentation received from Developer in support of
the Reimbursement Request and inform Developer of his/her approval or
denial of the Reimbursement Request, in whole or in part, within ten (10)
Working Days after receipt of such further documentation. If the Director
of Development Services determines that the Reimbursement Request is
incomplete, but that sufficient and complete information exists with
respect to a portion of the Reimbursement Request, then the Director of
Development Services may but is not obligated to approve the
Reimbursement Request with respect to such portion of the
Reimbursement Request. The City shall cause the Director of
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Development Services to carry out its duties under this Section 6.1.2.2 in
a reasonable and good faith manner.
6.1.3. Time of Payment. After Developer has obtained City’s approval, in whole or in
part, of a Reimbursement Request pursuant to 6.1.2, City shall reimburse Developer
for the approved Reimbursable Costs by the Payment Date. If the Payment Date
falls on a weekend or holiday, the Payment Date shall be extended to the next
Working Day.
6.1.3.1. Additional Costs. Any costs that may accrue, such as interest on late
payments to Developer’s Design Professionals as a result of the
Developer’s failure to provide a complete Reimbursement Request, shall
not be the obligation of the City if the City has not received a complete
Reimbursement Request. Such additional costs shall be the obligation of
the Developer and not eligible for reimbursement.
6.1.4. Reimbursement Amount per Reimbursement Request. The City shall pay Developer
approved amounts in the Reimbursement Request, less any Non-Reimbursable
Costs and Contested Charges (as defined below).
6.1.4.1. Non-Reimbursable Costs. The following costs/expenses shall not be
eligible for reimbursement under this Agreement.
a. Costs Incurred Due to Negligence. Developer shall not be entitled
to payment for any incremental cost or expense incurred due to
negligent acts, negligent omissions, or willful misconduct of
Developer or Developer’s Design Professionals, or any of their
respective contractors, subcontractors, employees, or agents.
b. Unapproved Costs. Developer shall not be entitled to
reimbursement for any cost or expense that has not been approved
by the City pursuant to Section 6.1.2.2.
c. Additional Costs. Developer shall not be entitled to reimbursement
for additional costs pursuant to 6.1.3.1.
d. Requests After Cutoff Date. Developer shall not be entitled to
reimbursement for costs included in Reimbursement Requests
submitted after the Cutoff Date pursuant to 6.1.5.
6.1.4.2. Contested Charges. In the event that the City contests any cost/expense
on an invoice received (“Contested Charge”), the City shall provide
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Developer a written statement of the Contested Charges, the reason why
the costs/expenses are contested, and a proposed resolution.
a. Appeal to City Manager. Developer may appeal the City’s
determination of any Contested Charges. The appeal must be
received by the City within 30 days after the City notifies the
Developer of such Contested Charge. During the appeal period, and
as long as any Contested Charges remain disputed, Developer shall
proceed with the Project, and the City shall compensate Developer
for the undisputed amounts. If, following the appeal, the City
Manager determines that any Contested Charges are eligible for
reimbursement, such amounts shall be included in the next payment
to Developer.
6.1.5. Cutoff for Submission of Invoices. Developer shall submit its final Reimbursement
Request not later than the Cutoff Date. Any Reimbursement Requests submitted
after the Cutoff Date shall not be reviewed or included in Reimbursable Cost. The
final payment by the City for the Project will be made only after Developer has
submitted all documentation reasonably necessary to substantiate the cost of the
Project.
6.1.6. Final Accounting. Following completion of the Project, Developer shall submit a
final accounting (“Final Accounting”) to the City in order to determine the cost of
the Project. Developer shall also submit all supporting information reasonably
necessary to document costs/expenses for the Project, including specific details on
the costs and work attributable to the Project, including as applicable, third-party
invoices, billings, and receipts.
6.1.6.1. True-up Payments. Within 30 Working Days following a Final
Accounting, the City shall determine whether the actual payments made
to the Developer equal the audited approved costs and expenses. In the
event that the amount of the approved costs and expenses exceed the
amount of the actual payments, the City shall make a true-up payment to
Developer for the difference; however, in no event, shall the true-up
payment cause the total amount paid to exceed the Maximum
Reimbursement Amount. If the Final Accounting shows that the amount
of actual payments to Developer exceed the amount of the approved costs
and expenses, Developer shall remit or cause the remittance of the
difference to the City within twenty (20) Working Days of a notice of
deficiency.
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ARTICLE VII. INDEMNITY AND DUTY TO DEFEND
7.1. Defense, Indemnity, and Hold Harmless.
7.1.1. General Requirement. Developer shall defend, indemnify, protect, and hold
harmless the City, its elected and appointed officers, agents and employees, from
and against any and all claims, demands, causes of action, costs, expenses,
liabilities, loss, damages, and injuries, in law or equity, to property, including
takings claims, or persons, including wrongful death, to the extent and proportion
directly or indirectly caused by any negligent acts or negligent omissions, or
negligence or willful misconduct of Developer, its officials, officers, contractors,
Design Professional(s), agents, or employees arising out of or in connection with
the Project or this Agreement.
This indemnity provision does not include any claims, damages, liability, costs and
expenses (including without limitations, attorneys’ fees) arising from the sole
negligence, active negligence or willful misconduct of the City, its officials,
officers, agents, or employees. Also covered by this provision is liability arising
from, connected with, caused by, or claimed to be caused by the active or passive
negligent acts or negligent omissions of the City, its agents, officers, officials or
employees which may be in combination with, and to the extent and proportion
caused by, the active or passive negligent acts or negligent omissions of Developer,
its officials, officers, contractors, Design Professional(s), agents, or employees.
7.1.2. Costs of Defense and Award. Developer shall immediately accept all tenders and
defend, at Developer’s own cost, expense and risk, any and all claims, demands,
suits, actions, or other legal or administrative proceedings that may be brought or
instituted against the City, its officials, officers, employees, and/or agents.
Developer acknowledges and agrees that its obligation to accept tender and defend
the City, its officials, officers, employees, and/or agents as provided in this Section
7.1.2 is absolute and not subject to any limitations in Section 7.1.1 of this
Agreement, or elsewhere. Developer shall pay and satisfy any judgement, award,
or decree that may be rendered against City or its officials, officers, employees,
and/or agents, for any and all related legal expense and costs incurred by each of
them to the extent of Developer’s actual determined negligence, subject to the
limitations in Section 7.1.1. The City may, in its sole and absolute discretion,
participate in the defense of any and all suits, actions, or other legal proceedings
that may be brought or instituted against the City, its officials, officers, employees,
and/or agents, and the Developer shall have the obligation to reimburse the City for
any costs of defense incurred by the City, including, without limitation,
reimbursement for attorneys’ fees, experts’ fees and other costs. The City’s
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participation shall not relieve the Developer of any of its obligations under this
Article VII.
7.1.3. Insurance Proceeds. Developer’s obligations under Article VII shall not be
restricted to insurance proceeds, if any, received by the City, its officials, officers,
employees, and/or agents.
7.1.4. Declarations. Developer’s obligations under Article VII shall not be limited by
any prior or subsequent declaration by Developer.
7.1.5. Enforcement of Costs. Developer agrees to pay any and all costs, including
attorneys’ fees that the City incurs enforcing the indemnity and defense provisions
set forth in Article VII.
7.1.6. Survival. Developer’s obligations under Article VII shall survive the expiration
and/or termination of this Agreement.
ARTICLE VIII. INSURANCE REQUIREMENTS
8.1. Insurance Requirements. Developer shall, and shall require its architects, engineers,
contractors, subcontractors, and other persons and entities providing services for or
performing work on the Project to purchase and maintain insurance in the same manner
and to the same extent as required by Section 4.10 of the DDA.
ARTICLE IX. RECORDS AND AUDITS
9.1. Retention of Records. Developer shall maintain data and records related to this Agreement
for a period of not less than three (3) years following receipt of final payment under this
Agreement.
9.2. Audit of Records. At any time during normal business hours and as often as the City deems
necessary, Developer and any or all of Developer’s Design Professionals shall make
available to the City for examination at reasonable locations within the City/County of San
Diego all of the data and records with respect to all matters covered by this Agreement.
Developer and Developer’s Design Professionals will permit the City to make audits of all
invoices, materials, payrolls, records of personnel, and other data and media relating to all
matters covered by this Agreement. If records are not made available within the
City/County of San Diego, then Developer shall pay all the City's travel related costs to
audit the records associated with this Agreement at the location where the records are
maintained. Such costs will not be Reimbursable Costs.
9.2.1. Costs. Developer and Developer’s agents shall allow City to audit and examine
books, records, documents, and any and all evidence and accounting procedures
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and practices that City reasonably determines are necessary to discover and verify
all costs of whatever nature, which are claimed to have been incurred, anticipated
to be incurred, or for which a claim for additional compensation have been
submitted under this Agreement.
ARTICLE X. MISCELLANEOUS PROVISIONS
10.1. Notices. All notices and demands given pursuant to this Agreement shall be written. They
shall be deemed served (i) immediately, upon personal delivery; (ii) the next Working Day,
if sent prepaid by recognized overnight service such as FedEx for delivery the next business
day; or (iii) three (3) business days after deposit in the United States mail, certified or
registered mail, return receipt requested, first-class postage prepaid. Until notice of a
change of address is properly given, notice shall be given:
If to City: City of Chula Vista
Attn: City Manager
276 Fourth Avenue
Chula Vista, California 91910
With a copy to: Office of the City Attorney
Attn: City Attorney
276 Fourth Avenue
Chula Vista, California 91910
If to Developer: RIDA Chula Vista, LLC
Attention: Legal Department
1777 Walker Street, Suite 501
Houston, Texas 77010
With a copy to: Latham & Watkins
Attn: Steven Levine
12670 High Bluff Drive
San Diego, CA 92130
10.2. Captions. Captions in this Agreement are inserted for convenience of reference. They do
not define, describe or limit any term of this Agreement.
10.3. Entire Agreement. This Agreement embodies the entire agreement and understanding
between the Parties regarding the subject matter hereof. No prior or contemporaneous oral
or written representations, agreements, understandings and/or statements regarding its
subject matter shall have any force or effect. This Agreement is not intended to supersede
or amend any other agreement between the Parties unless expressly noted. However, all
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previous written agreements, remain in full force and effect except to the extent they
conflict with this Agreement.
10.4. Severability. If any provision of this Agreement or its particular application is held invalid
or unenforceable, the remaining provisions of this Agreement, and their application, shall
remain in full force and effect, unless a Party's consideration materially fails as a result.
10.5. Recordation. The City may record this Agreement in the Office of the County Recorder of
San Diego County, California.
10.6. Preparation of Agreement. No inference, assumption or presumption shall be drawn from
the fact that a Party or its attorney drafted this Agreement. It shall be conclusively
presumed that all Parties participated equally in drafting this Agreement.
10.7. Authority. Each Party warrants and represents that it has legal authority and capacity to
enter into this Agreement, and that it has taken all necessary action to authorize its entry
into this Agreement.
10.8. Modification. This Agreement may not be modified, terminated or rescinded, in whole or
in part, except by written instrument duly executed and acknowledged by the Parties hereto,
their successors or assigns.
10.9. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. Any action arising under or relating to
this Agreement shall be brought only in the federal or state courts located in San Diego
County, State of California, and if applicable, the City of Chula Vista, or as close thereto
as possible. Venue for this Agreement shall be the City of San Diego.
10.10. Administrative Claims. No suit or arbitration shall be brought arising out of this Agreement
against the City unless a claim has first been presented in writing and filed with the City
and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of
the CVMC, as same may from time to time be amended (the provisions of which are
incorporated by this reference as if fully set forth herein), and such policies and procedures
used by City in the implementation of same.
10.11. Non-liability of City Officials and Employees. No member, official, employee or
consultant of the City shall be personally liable to Developer in the event of any default or
breach by City, or for any amount which may become due to Developer, or on any
obligations under the terms of this Agreement.
10.12. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be the original and all of which shall constitute one and the same document.
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\[End of page. Signature page follows this page.\]
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IN WITNESS WHEREOF, this Reimbursement Agreement is executed as of the day and
year first set forth above.
CITY DEVELOPER
CITY OF CHULA VISTA, a California RIDA CHULA VISTA, LLC, a Delaware
charter city and municipal corporation limited liability company
By: By: *
Gary Halbert, City Manager
ATTEST:
By:
Kerry Bigelow, City Clerk
APPROVED AS TO FORM:
By:
Glen R. Googins, City Attorney
* Signatories to provide signature authority
for signatory.
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EXHIBIT A
ESTIMATED COST
Design Cost
Improvement Description
1
Estimate
E Street (G Street to H Street) 315,000
G Street Connection 35,000
H Street (Bay Blvd to Street A) 20,000
H Street (Marina Pkwy to E Street) 270,000
H-3 Utility Corridor 75,000
Total 715,000
1
Costs are in 2019 dollars.
1 City of Chula Vista Agreement No.: 19097
RIDA CHULA VISTA, LLC
16