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HomeMy WebLinkAboutED Special District Financing Feasibility Analysis ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND KOSMONT & ASSOCIATES, INC. FOR SPECIAL DISTRICT FINANCING FEASIBILITY ANALYSIS SERVICES This Agreement is made and entered into as of Aug 8, 2023 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and KOSMONT & ASSOCIATES, INC., a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this ' Agreement, at Exhibit A, entitled ``SCOPE OF SERVICES"; and _. B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods • _ }. -wand/or required services of the quality and -type which meet objectives and requirements of CITY; and ... C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT l . SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Fxhibit A entitled "SCOPE OF SERVICES." CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated April 27, 2023 ("Proposal") set forth in Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit rates and rates per hour for labor, in addition to reimbursable expenses and administrative services Rev 08.22 fees as set forth in Exhibit A, for a total amount not to exceed $27,500. CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate one (1) year from the Effective Date. 4. PROJECT COORDINATION. A. CITY'S Project Manager. Director of Economic Development is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAO.ER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of --,,this Agreement for CONSULTANT. Ken K. Hira is hereby designated as the PROJECT DIRECTOR, for CONSULTANT. Should circumstances or conditions subsequent to,the-execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 5. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. v 08 22 2 OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligatiors hereunder, without the prior written consent of the ;.other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising w. 'hereunder shall be void and. of no effect. }-= INSURANCE REQUIREMENTS. During the term 'of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, v 09.22 CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. [Intentionally omitted] C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination of, expiration of or completion of work (Scope Exhibit A) under this Agreement for the full period of time allowed by law, subject to any applicable statute of limitations. 11. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release. defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: v 08.22 4 To CITY's Project Manager: Micah Hinkle Director of Economic Development 1400 Fifth Avenue San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Kosmont Companies Attn: Ken K. Hira President 1601 N Sepulveda Boulevard, 4382 Manhattan Beach, CA 90266 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms -and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject mattofthis Agreement. P. o-This written Agreement shall supersede any and all prior agreements, oral or written, regarding the`subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any v 08.22 other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement,'a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Ntimber and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. [Signatures are on the following page.] v 08 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: C.P Cristine A1R."ch (Aug 3, 202315:43 HST) CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney By: GENEVIEVE COYLE, Assistant City Attorney ATTEST: City Clerk Bi-2iha Numi 6 o4) 2! — 4um1, joi? Aug •). 20:3 07-d PO , LINDSAY LARA, City Clerk v 08 22 7 CONSULTANT: By: Name: Ken K. Hira Title: President [If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Kelly Aguilar Title: Secretary EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT's proposal, which is attached to this Exhibit A. Rev 08.22 A-1 kosmon . cnmp:m�cs since w8 April 27, 2023 Jim Schutz City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Re: Proposed Work Plan for Special District Financing Feasibility Analysis Dear Mr. Schutz Kosmont & Associates, Inc. doing business as Kosmont Companies ("Consultant" or "Kosmont") is pleased to present this proposed Work Plan to the City of San Rafael ("City" or "Client") for Special District Financing Feasibility Analysis, with particular emphasis on Enhanced Infrastructure Financing District ("EIFD") feasibility. I. BACKGROUND AND OBJECTIVE Kosmont has been privileged to provide the City with economic development advisory support, including the preparation of an Economic Development Strategic Plan ("EDSP") and analysis of potential fiscal impacts resulting from proposed Northgate Town Square development in the City. Kosmont understands that the City is now considering an evaluation of the feasibility of EIFD or other form of tax increment financing ("TIF") on and around the Northgate Town Square site, and potentially other targeted opportunity site areas within the City. Kosmont is accordingly proposing the Scope of Services as outlined herein as an initial phase of work focused on feasibility evaluation. Future phases of work through potential district formation would require future authorization by the City, time and budget for which would be outlined for City consideration in advance. Kosmont is an active leader in Special Financing District Formation Kosmont is currently assisting over 40 communities with evaluation or formation of special districts for the funding of infrastructure, housing, and other economic development activities. Special districts utilized include EIFDs, Community Revitalization and Investment Authorities ("CRIA"), Infrastructure and Revitalization Financing Districts ("IRFD"), and Mello -Roos Community Facilities Districts ("CFD"). Kosmont Companies Mailing Address: 1601 N. Sepulveda Blvd., ##382 (424) 297-1070 Physical Address: 2301 Rosecrans Ave, Ste. 4140 Manhattan Beach, CA 90266 www.kosmont.com El Segundo, CA 90245 kosmon . companies City of San Rafael Kosmont Proposed Work Plan for Special District Advisory April27, 2023 Kosmont has facilitated the formation of more EIFDs across the State than any other firm, and Kosmont Financial Services (registered municipal advisor) has successfully structured EIFD tax increment -related debt issuances, with more issuance activity underway. II. SCOPE OF SERVICES Approach to Tasks: The prospective assignment and consulting services that Kosmont will provide will be of a relatively limited scope and duration, and advisory in nature. Kosmont will be making recommendations only, which advise the Client and jurisdictions, including their elected officials, appointed officials, and staff, which they can accept or reject by. None of Kosmont's staff will act in a capacity as an elected official, nor appointed official, nor as staff, nor as serving in a "designated" position. Task 1: Evaluation of Boundary and Strategic Considerations Kosmont will coordinate a kickoff meeting with City staff to discuss potential economic development opportunity sites for evaluation with respect to funding and financial tools of interest. Based on initial research and discussion with City staff regarding the preferred mechanisms, Based on discussions with City staff, Kosmont will analyze key strategic implementation considerations, including: a) Property / land ownership and planned / proposed / potential future development (based on information to be provided by the City) b) Infrastructure needs and estimated costs (to be provided by the City) c) Potential public and private sector partners (e.g., City, County of Marin, other affected taxing entities, developers / property owners) d) Overlap with former Redevelopment Agency Project Area boundaries and status of redevelopment dissolution. Task 2: Preliminary Funding and Financing Analysis Kosmont will prepare a preliminary funding and financing analysis, including preliminary tax increment analysis, as appropriate, reflecting potential future development and potential public and private sector partners. The analysis will identify: a) Potential assessed value generation from future development in the district b) Property tax increment funding capacity at select annual benchmarks and cumulatively over the estimated district lifetime(s) c) Initial estimates of potential bonding capacity (to be prepared by Kosmont Financial Services, registered Municipal Advisor) d) Complementary economic development tools and funding resources (e.g., community facilities district [CFD] financing, grants, leverage of City -owned real estate assets, outstanding debt refinancing strategies) e) Comparison of potential revenue generation to types and cost of infrastructure needed to serve potential development f) As related to potential overlap of proposed district boundaries with former redevelopment agency project areas, analysis of corresponding relevant outstanding enforceable obligations and implications on available revenues. Kosmont Companies (424)297-1070 www.kosmont.com 2 1 P a g e PA4 kosm companies City of San Rafael Kosmont Proposed Work Plan for Special District Advisory April27, 2023 Task 3: Governance and Implementation Roadmap Based on the preferred tool(s) identified by the City based on previous Task findings, Kosmont will evaluate and summarize feasible governance and implementation alternatives, including district governing board composition, voting / approval procedures, district formation milestones, debt issuance procedures, and estimated timing, in order to provide potential public and private sector stakeholders with an illustrative "roadmap" for implementation. Task 4: City Meeting / Workshop Kosmont will coordinate a meeting with City staff, City Council, and/or other key community stakeholders, such as residents, property owners, and/or local developers. Kosmont will prepare and present an overview of relevant funding and financing tools, with emphasis on EIFD and complementary tools. The purpose of the workshop will be to facilitate initial education of key stakeholders, but also to vet and confirm potential priority projects to be funded by preferred tool(s) and to confirm the objectives of the community related to the potential implementation. Kosmont will make itself available for additional meetings on an hourly, time -and -materials basis. Potential Future (Phase Two) Services • Taxing entity (e.g., County) stakeholder outreach for potential partnership • Preparation of Infrastructure Financing Plan ("IFP") or other required documentation based on preferred tool(s) • District formation hearings • Municipal Advisory activities for potential debt issuances to be provided by Kosmont Financial Services, registered Municipal Advisor. III. SCHEDULE AND REQUIRED DATA Consultant is prepared to commence work upon receipt of executed Agreement and project data outlined below. A summary PowerPoint presentation with separate analysis detail exhibits characterizing findings from Tasks 1 through 3 is anticipated to be delivered within eight (8) to twelve (12) weeks from assignment authorization. Client will provide Consultant with existing project data, including relevant planning documentation (e.g., General Plan, specific plans, previous market studies), current project proposals and/or site plans, and information on potential infrastructure projects with estimated range of costs. IV. COMPENSATION Compensation for Tasks 1 through 4 is estimated at $24,500 for professional services (hourly) fees at Consultant's billing rates as shown on Attachment A. Budget may be increased by Client at any time. Budget for future phases of work through potential district formation would require future authorization by the City, time and budget for which would be outlined for City consideration in advance. Kosmont Companies (424)297-1070 www.kosmont.com kosr•on companies City of San Rafael Kosmont Proposed Work Plan for Special District Advisory April27, 2023 Consultant anticipates a single consolidated round of Client comments and revisions on draft work product before Kosmont provides a final version of work product. If necessary, additional rounds of comments and revisions can be accommodated on an hourly basis. Consultant's attendance or participation at any publicly noticed meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other), as requested by Client is in addition to compensation for Tasks 1 through 4 and will be billed at the professional services (hourly) fees as shown on Attachment A. Services will be invoiced monthly at Consultant's standard billing rates, as shown on Attachment A. In addition to professional services (hourly) fees, invoices will include reimbursement for out- of-pocket expenses such as travel and mileage (provided that there shall be no overnight travel without the Client's prior approval and that mileage shall be reimbursed at the current IRS mileage reimbursement rate), professional printing, conference calls, and delivery charges for messenger and overnight packages at actual cost. Unless otherwise agreed to in advance, out -of -area travel, if any, requires advance funding of flights and hotel accommodations. Consultant will also include in each invoice an administrative services fee to cover in-house copy, fax, telephone and postage costs equal to four percent (4.0%) of Consultant's monthly professional service fees incurred. Any unpaid invoices after 30 days shall accrue interest at the rate of 10% per annum. For the convenience of Kosmont's clients, we offer a secure credit card payment service. The credit card payment link is: https://kosmont.paidyet.corn and there are two ways to make a secure credit card payment: 1. Fill in the "Make a Payment' form when you go to the link (https://kosmont.paidyet.com), or 2. Call Kosmont Companies' accounting desk (Ms. Reny Sultan; (424) 297-1072) to make a credit card payment Consultant is prepared to commence work upon receipt of executed Agreement. DISCLOSURE: Compensation for possible future transaction -based services or brokerage services, The following is being provided solely as an advance disclosure of possible real estate brokerage and finance services and potential compensation for such services. This disclosure is not intended to commit the Client. When assignments involve real estate/property brokerage services, such transaction -based services are typically provided by Kosmont Real Estate Services, Inc. dba Kosmont Realty ("KR") is licensed by the State of California Department of Real Estate (License# 02058445). Compensation to KR is typically paid through commissions for property sale transactions, lease transactions and success/broker fees. KR also provides Broker Opinions of Value ("BOV") services on a fixed fee basis. Kosmont Companies (424)297-1070 www. kosmont.COm City of San Rafael Kosmont Proposed Work Plan for Special District Advisory April 27, 2023 ItosmoI1 companies When assignments involve public finance services on behalf of a public agency, such municipal advisory services are provided by Kosmont Financial Services (KFS). KFS is an independent Registered Municipal Advisor with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. SEC registration does not constitute an endorsement of the firm by the Commission or state securities regulators. Kosmont Companies 5 1 P a g e (424) 297-1070 www.kosmont.com City of San Rafael Kosmont Proposed Work Plan for Special District Advisory April27, 2023 kosmon . companies ATTACHMENT A Kosmont Companies 2023 Public Agency Fee Schedule Professional Services Chairman & CEO $445.00/hour President $385.00/hour Sr. Vice President/Sr. Advisor/Sr. Managing Director $350.00/hour Vice President/Project Advisor $225.00/hour Senior Project Analyst $195.00/hour Project Analyst/Project Research $165.00/hour Assistant Project Analyst/Assistant Project Manager $125.00/hour Project Promotion/Graphics/GIS Mapping Services $ 95.00/hour Clerical Support $ 70.00/hour Additional Expenses In addition to professional services (labor fees): 1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Companies professional service fees incurred; plus 2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 3) Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai, CoStar/STR, IMPLAN, ParcelQuest and other based on quoted project cost. 4) If Kosmont retains Third Party Vendor(s) for Client (with Client's advance approval), fees and cost will be billed to Client at 1.1X (times) fees and costs. 5) Consultant's attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the professional services (hourly) fees as shown on this Attachment A. • Charges for Court/Deposition/Expert Witness -Related Appearances Court -related (non -preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum. Rates shall remain in effect until December 31, 2023. Kosmont Companies (424) 297-1070 www.kosmont.com 6 1 P a g e EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance ,policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers' compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT's insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as Rev 08 22 B-1 ISO form CG20 01 04 13. 3. Except for professional liability insurance or workers' compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any v 08 22 B-2 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self -insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self -insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. v 08 22 B-3 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Economic Development Project Manager: Micah Hinkle Extension: 3460 Contractor Name: Kosmont Companies Contractor's Contact: 424-297-1070 Contact's Email: khira@kosmont.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED I REVIEWER DEPARTMENT I DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 4/7/2023 ❑c 4/28/2023 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 7/10/2023 and return to Project Manager 7/10/2023 X❑ NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor © NT 3 Department Director Approval of final agreement form to send to Click or tap IR contractor to enter a Forward three (3) originals of final agreement to date. 4 Project Manager Click here to contractorfor their signature enter a date. 5 Project Manager When necessary, contractor -signed agreement 0 N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 8/4/2023 MH Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager Kosmont_E I FD_Agreement_8.3.23 Final Audit Report Created: 2023-08-07 By: Laraine Gittens (laraine.gittens@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAErvgCKRV9FrJFB9EDOmXWOuWJ8f14QQE "Kosmont_EIFD_Agreement_8.3.23" History Document created by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2023-08-07 - 8:44:52 PM GMT- IP address: 199.88.113.8 2023-08-09 Document emailed to Genevieve Coyle (genevieve.coyie@cityofsanrafael.org) for signature 2023-08-07 - 8:47:00 PM GMT ~� Email viewed by Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) 2023-08-07 - 11:01:43 PM GMT- IP address: 104.47.64.254 GS© Document e-signed by Genevieve Coyle (genevieve.coyie@cityofsanrafael.org) Signature Date: 2023-08-07 - 11:02:17 PM GMT - Time Source: server- IP address: 199.88.113.8 P- 4 Document emailed to cristine.aiiiovich@cityofsanrafael.org for signature 2023-08-07 - 11:02:18 PM GMT Email viewed by cristine.aiilovich@cityofsanrafael.org 2023-08-09 - 1:41:48 AM GMT- IP address: 174.202.1.160 cS© Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2023-08-09-1:43:01 AM GMT- IP address: 174.202.1.160 6S0 Document e-signed by Cristine Alilovich (cristine.aiilovich@cityofsanrafael.org) Signature Date: 2023-08-09 - 1:43:03 AM GMT - Time Source: server- IP address: 174.202.1.160 E-4' Document emailed to Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) for signature 2023-08-09 - 1:43:04 AM GMT Email viewed by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) 2023-08-09 - 2:44:32 PM GMT- IP address: 104.47.64.254 6© Signer Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) entered name at signing as Brenna Nurmi (for) 2023-08-09 - 2:44:49 PM GMT- IP address: 199.88.113.8 Ea Adobe Acrobat Sign 6� Document e-signed by Brenna Nurmi (for) (brenna.nurmi@cityofsanrafael.org) Signature Date: 2023-08-09 - 2:44:51 PM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2023-08-09 - 2:44:51 PM GMT Adobe Acrobat Sign