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HomeMy WebLinkAboutPW Reimbursement Agreement fro 703 3rdv.062625 INDEMNITY AND REIMBURSEMENT AGREEMENT This Indemnity and Reimbursement Agreement (“Agreement”) is made and entered into as of ____________________, by and between the City of San Rafael (“City”), a California municipal corporation, and ________________________________________ (“Applicant”), a ___________________________________. The City and the Applicant are referred to herein individually as a “Party” and collectively as the “Parties.” RECITALS This Agreement is made with respect to the following facts: A. The Applicant has submitted or intends to submit an application to the City for the review, approval, and/or processing of a project (the “Project”) under the jurisdiction of one or more City departments, including but not limited to Community and Economic Development, Public Works, Fire, Police, or other divisions of the City. B. The Project may require the City to engage staff, consultants, attorneys, and other resources to perform activities such as application review, plan evaluation, compliance analysis, site inspection, permitting, and other related tasks. C. The City will incur various direct and indirect costs in connection with the review and processing of the Project. D. The City requires Developer to provide a deposit prior to work taking place, and reimburse the City when a deposit was not provided or does not cover all of its costs in connection with processing the Project, including but not limited to: legal fees, staff time, and consultant costs incurred in connection with the Project Approvals; and any third- party litigation costs incurred as a result of processing of the Project . E. The Parties wish to establish the terms and conditions of such reimbursement obligation. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the Parties hereby agree as follows: 1. Purpose of Agreement The purpose of this Agreement is to establish the Applicant’s obligation to reimburse the City for all costs, including but not limited to staff time, consultant fees, legal fees, administrative expenses, and related costs incurred by the City in connectio n with the review, approval, and/or processing of the Project. This Agreement applies to Projects San Rafael Multifamily LLC Delaware LLC Docusign Envelope ID: 6BA1966E-304B-4B73-BD72-72A6FF73D4E7 September 22, 2025 2025.0051 2 under the jurisdiction of any City department or division, including but not limited to Public Works, Community and Economic Development, Fire, Police, and others. 2. Deposit Requirements a. Initial Deposit: At the time of submitting the Project application, the Applicant shall deposit with the City the amount of $___________ (“Initial Deposit”), to be held in a City-managed account to cover Eligible Costs. b. Replenishment of Deposit: If the unexpended balance of the deposit falls below $__________, the City shall notify the Applicant in writing and require additional funds within ten (10) business days. c. Accounting and Reconciliation: The City shall maintain detailed records of charges against the deposit and provide the Applicant with a final accounting upon completion of the Project, or in conjunction with a request for a replenishment, or termination of this Agreement. Any unused balance will be refunded to the Applicant without interest. d. Failure to Replenish: Failure to replenish the deposit as required may result in cessation of Project processing as outlined in Section 7, and forfeiture of remaining funds up to the amount of incurred costs plus the administrative fees. 3. Applicant Reimbursement Obligations The Applicant agrees to reimburse the City for all reasonable costs incurred in connection with the Project (collectively, “Eligible Costs”), excluding those costs covered by a flat permit fee if applicable, regardless of whether the Project is ultimately approved. Eligible Costs include but are not limited to: a. City Staff Time: Fully burdened hourly rates for City staff involved in processing the Project application, conducting inspections, attending meetings, and related activities. b. Consultant Fees: Fees and expenses of external consultants engaged by the City to provide specialized expertise, technical reviews, or other services related to the Project. c. Legal Fees and Costs: Costs associated with legal review, drafting agreements, and defending any legal challenges to the Project or its approvals. d. Permit and Implementation Costs: Costs incurred in issuing permits, conducting compliance checks, or implementing Project-related requirements. e. Appeals 10000 23000 Docusign Envelope ID: 6BA1966E-304B-4B73-BD72-72A6FF73D4E7 3 f. State-mandated costs g. Administrative Fees: An administrative surcharge up to the amount allowed in the City of San Rafael Master Fee Schedule applied to external consultant and legal services to cover the City’s contract administration and oversight costs. 4. Payment of Costs In the event a deposit does not fully cover all related costs or is not established prior to work starting, as set forth in Section 2. Deposit Requirements, reimbursement of all applicable costs shall be required as follows: a. Invoicing: The City shall provide itemized invoices to the Applicant detailing the Eligible Costs incurred during each billing period. b. Payment Due Date: The Applicant shall pay the City for each invoice in full within thirty (30) calendar days of receipt. c. Late Payments: Applicant acknowledges that the late payment of any Costs will cause City to incur additional costs, including administration and collection costs and processing and accounting of expenses (“Delinquency Costs”). If City has not received payment of all Costs within forty-five (45) calendar days of being provided the itemized invoices, the Invoice payment is considered overdue, and Applicant shall immediately be charged a late charge of five percent (5%) of the delinquent amount. City and Applicant recognize that the expenses that City shall suffer as a result of Applicant’s failure to make timely payments is difficult to ascertain and agree that said five percent (5%) late charge represents a reasonable estimate of the Delinquency Costs that would be incurred by City. City’s acceptance of any such late charge does not equate with a waiver of Applicant’s default with respect to the overdue amount or prevent City from exercising any rights and remedies available under this Agreement. 5. Indemnity Applicant shall, to the greatest extent authorized by law, defend (with counsel of City’s choosing), indemnify, and hold harmless the City, its officials, employees, volunteers and agents from and against any and all loss, liability, expenses, claims, cost s (including reasonable attorneys’ fees), suits and damages of every kind nature, and description, directly or indirectly arising from the Project, including any third party legal challenge to the processing or approval of the Project, the implementation of the Project, or the implementation of this Agreement. Applicant may defend against any such third party legal challenge as a Real Party in Interest using counsel of Applicant’s choice, and Applicant and City agree to cooperate in the joint defense of any legal challenge to the processing or approval of the Project or the implementation of this Docusign Envelope ID: 6BA1966E-304B-4B73-BD72-72A6FF73D4E7 4 Agreement. Applicant’s indemnity obligations under this Section 5 shall survive the expiration or termination of this Agreement. 6. No Commitment as to Future Approvals Nothing in this Agreement shall be construed as a commitment to grant or issue any preliminary or formal approvals in connection with the Project. Applicant agrees that it shall remain obligated to pay all Costs, regardless of whether any aspect of the Pro ject is approved. 7. Cessation of Processing The City may suspend or cease processing the Project if: a. The Applicant fails to pay an invoice within thirty (30) calendar days; or b. The Applicant fails to replenish the deposit as required under Section 2. The Applicant acknowledges that the City shall not be liable for delays resulting from cessation of processing due to non-payment. 8. Termination This Agreement may be terminated by either Party upon thirty (30) days’ written notice. Upon termination, the Applicant shall remain responsible for reimbursing all Eligible Costs incurred up to the termination date. 9.Integration Clause This Agreement constitutes the full, final, complete and entire agreement between the parties with respect to the subject matter of this Agreement, and there are no other terms, obligations, covenants, representations, statements, or conditions except as s et forth in this Agreement. No change or amendment to this Agreement will be effective unless in writing and signed by the parties to this Agreement. This Agreement supersedes all prior agreements between the parties with respect to the subject matter of this Agreement. 10. CEQA Processing If applicable, Applicant acknowledges and agrees that the City is the lead agency under CEQA, that the environmental review document(s), including but not limited to, an Initial Study, Environmental Impact Report (including project or program level review, supplemental EIR, subsequent EIR, or addendum), mitigated negative declaration, negative declaration, and/or notice of exemption, must reflect City’s independent Docusign Envelope ID: 6BA1966E-304B-4B73-BD72-72A6FF73D4E7 5 judgment and that City retains full discretion with respect to all findings to be made in connection therewith. 11. Successors and Assigns Neither Party may assign and/or transfer any interest in this Agreement without the prior written consent of the other Party hereto. This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and a ssigns. 9. General Provisions a. Severability: If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect. b. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit or action initiated by any party shall be brought in the County of Marin, California. c. Notices: All notices required under this Agreement shall be delivered to the following addresses: City of San Rafael Name: _____________________________ Title: ______________________________ Address: ___________________________ ___________________________________ Applicant Name: _____________________________ Title: _______________________________ Address: ____________________________ ____________________________________ Irvine, CA 92614 4 Park Plaza, Suite 1700 President Ariel Gutierrez San Rafael, CA 94901 Sr Management Analyst II Kenneth McCarren 1400 Fifth Avenue Docusign Envelope ID: 6BA1966E-304B-4B73-BD72-72A6FF73D4E7 6 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: _________________________________ ________________________________, _________________________________ Executed on:_______________________ APPROVED AS TO FORM: Office of the City Attorney _________________________________ ________________________________, _________________________________ APPLICANT: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If Applicant is a corporation, second corporate officer signature required] __________________________________ By: ____________________________ Name: ____________________________ Title: _____________________________ Docusign Envelope ID: 6BA1966E-304B-4B73-BD72-72A6FF73D4E7 Chief Assistant City Attorney Andrea Visveshwara Kenneth McCarren President Kenneth McCarren September 22, 2025 Micah Hinkle Community & Econ Dev. Director CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. RESPONSIBLE PARTY DESCRIPTION COMPLETED DPW Confirm agreement is not a duplicate Finance Confirm project number TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Project Manager: Contractor Name: Contractor’s Contact: Contact’s Email: Ron Mertzel Ariel Gutierrez Community and Economic Development ronmertzel@mbk.com San Rafael Multifamily LLC Docusign Envelope ID: 6BA1966E-304B-4B73-BD72-72A6FF73D4E7 D55703THIR Certificate Of Completion Envelope Id: 6BA1966E-304B-4B73-BD72-72A6FF73D4E7 Status: Completed Subject: Docusign: Indemnity and Reimbursement Agreement with San Rafael Multifamily LLC Source Envelope: Document Pages: 7 Signatures: 3 Envelope Originator: Certificate Pages: 4 Initials: 1 Ariel Gutierrez AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Ariel.Gutierrez@cityofsanrafael.org IP Address: 2001:5a8:46c6:5 Record Tracking Status: Original 9/12/2025 3:21:03 PM Holder: Ariel Gutierrez Ariel.Gutierrez@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp Joanna Kwok joannak@cityofsanrafael.org Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2001:5a8:6ef:cd00:59cd:7d7b:fe88:260d Signed using mobile Sent: 9/12/2025 3:26:55 PM Resent: 9/18/2025 8:54:10 AM Viewed: 9/18/2025 8:55:48 AM Signed: 9/18/2025 8:56:27 AM Electronic Record and Signature Disclosure: Accepted: 9/16/2025 10:50:04 AM ID: 9781a340-4532-4173-b9d7-dc54fce30fed Van Bach Van.Bach@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None) Completed Using IP Address: 199.88.113.8 Sent: 9/18/2025 8:56:29 AM Viewed: 9/22/2025 9:55:31 AM Signed: 9/22/2025 9:57:13 AM Electronic Record and Signature Disclosure: Accepted: 9/22/2025 9:55:30 AM ID: eb617182-c8fc-49dd-82a7-164d5f84f584 Andrea Visveshwara andreav@cityofsanrafael.org Chief Assistant City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/22/2025 9:57:14 AM Viewed: 9/22/2025 1:08:23 PM Signed: 9/22/2025 1:08:35 PM Electronic Record and Signature Disclosure: Accepted: 9/22/2025 1:08:23 PM ID: 32e4a055-7f31-48f1-8d99-cb8a5c2d4d55 Kenneth McCarren KennethMcCarren@mbk.com President Kenneth McCarren Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 65.60.75.90 Sent: 9/22/2025 1:08:37 PM Viewed: 9/22/2025 1:44:51 PM Signed: 9/22/2025 1:45:09 PM Electronic Record and Signature Disclosure: Accepted: 9/22/2025 1:44:51 PM ID: ceaa0c3a-a73a-4b37-975c-74e306746cb4 Signer Events Signature Timestamp Micah Hinkle micahh@cityofsanrafael.org Community & Econ Dev. Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 71.202.184.137 Sent: 9/22/2025 1:45:13 PM Viewed: 9/22/2025 2:48:20 PM Signed: 9/22/2025 2:49:05 PM Electronic Record and Signature Disclosure: Accepted: 9/22/2025 2:48:20 PM ID: 819f5d30-4792-4dea-8b1c-4c4f06828700 Brenna Nurmi Brenna.Nurmi@cityofsanrafael.org Deputy City Clerk City of San Rafael Signing Group: City Clerk Security Level: Email, Account Authentication (None) Completed Using IP Address: 199.88.113.8 Sent: 9/22/2025 2:49:08 PM Viewed: 9/25/2025 9:00:47 AM Signed: 9/25/2025 9:02:00 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Ron Mertzel ronmertzel@mbk.com Security Level: Email, Account Authentication (None) Sent: 9/22/2025 1:45:11 PM Viewed: 9/22/2025 2:28:09 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/12/2025 3:26:55 PM Certified Delivered Security Checked 9/25/2025 9:00:47 AM Signing Complete Security Checked 9/25/2025 9:02:00 AM Completed Security Checked 9/25/2025 9:02:00 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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