Section 4.4 Remedies.
(a) Either Party may, in addition to any other rights or remedies that it may have available in law or equity (excluding punitive damages and consequential damages) , institute legal action to cure, correct, or remedy any default by the other Party to this Agreement, to enforce any covenant or agreement herein, or to enjoin any threatened or attempted violation hereunder or to seek specific performance. For purposes o f instituting a legal action under this Agreement, any City Council determination under this Ag reement as it relates to an alleged default hereunder shall be deemed a final agency action. Developer acknowledges that it may not collect for future years based on a current or prior default, and that the City’s obligation to pay with respect to any Fiscal Year Quarter is contingent upon receipt of Sales Taxes for that Fiscal Year Quarter and dependent upon the amount of those Sales Taxes and fees for determination of the amount to be paid. (b) The Parties hereby acknowledge and agree that it is a material part of Developer’s consideration to City that Developer, on the one hand, and the City, on the other hand, for themselves, their successors and assignees, hereby release one another's officers, trustees, directors, agents and employees from any and all claims, demands, actions, or suits of any kind or
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nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth and Fourteenth Amendments of the United States Constitution, or any other law or ordinance which seeks to impose any money damages, whatsoever because of the terms of this Agreement, or because of the manner of implementation or performance of this Agreement.
Section 4.5 Mediation. If Developer and City have any disputes relating to this Agreement, the Sales Tax amount, each Party’s respective performance or obligations hereunder or a notice of default has been issued, then, upon the written request of either Party given within ten (10) days after written notice of the dispute or the notice of default, as applicable, the issue shall be submitted to nonbinding mediation with a neutral mediator selected by mutual agreement of the Parties. Failure of either Party to timely request mediation shall be deemed a waiver of the mediation process. The mediator shall be selected and the mediation scheduled as soon as is reasonably practicable. The cost of mediation shall be borne equally by the Parties. At the mediation meeting, the mediator shall attempt to bring the Parties together to close the gap between their respective positions, in an effort to settle the dispute or claim, without deciding the matter for the Parties.
ARTICLE 5.
GENERAL PROVISIONS.
Section 5.1 General Indemnity . Developer shall indemnify, defend (with counsel approved by the City ) and hold harmless the City, Councilmembers, officials, employees, agents, consultants, and contractors (collectively, the “Indemnitees”) from and against any and all liabilities, losses, costs, expenses (including without limitation attorneys’ fees and costs of litigation), claims, demands, actions, suits, causes of action, writs, judicial or administrative proceedings, penalties, deficiencies, fines, orders, judgments and damages (all of the foregoing collectively “Claims”) which in any manner, directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with this Agreement, including the negligent or wrongful performance of this Agreement by Developer or any contractor or subcontractor of Developer. This indemnity includes the fees and costs reasonably incurred by the City by its own in-house or special counsel retained to protect the City's interests. Each Party is entitled to legal counsel of its choice, at Developer's expense. The Parties and their respective counsel shall cooperate with each other in the defense of any such actions, including in any settlement negotiations. If a court in any such action awards any form of money damages to such third party, or any attorneys' fees and costs to such third party, Developer shall bear full and complete responsibility to comply with the requirements of such award, and hereby agrees to timely pay all fees and costs on behalf of City. This indemnity obligation shall not extend to any claim to the extent arising solely from the City's gross negligence or the City's failure to perform its obligations under this Agreement, and shall survive termination of this Agreement.
Section 5.2 Challenges to Agreement . Developer hereby agrees to defend (with counsel approved by the City), indemnify, protect and hold harmless the Indemnitees from any costs, losses, damages, claims including reasonable attorneys' fees and costs, resulting from any challenges brought by any third parties to the C ity's authority to enter into this Agreement or to make the payments provided for herein. In the event of any such third-party challenge, the Parties shall meet and confer on the defense of such litigation; and Developer may elect, in Developer’s sole discretion, in lieu of defending (or continuing to defend) against such third-party challenge, to terminate this Agreement.
Section 5.3 Notices, Demands and Communications. Any approval, disapproval, demand, document or other notice to be provided under this Agreement shall be given in writing and shall be
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sent (i) for personal delivery by a delivery service that provides a record of the date of delivery, the individual to whom delivery was made, and the address where delivery was made; (ii) by first-class United States mail, postage prepaid, return receipt requested; or (iii) by a nationally recognized overnight courier service, marked for next day business delivery. All notices shall be addressed to the Party to whom such notice is to be given at the address stated in this Section 5.2 or to such other address as a Party may designate by written notice to the other; notices sent by a Party’s attorney on behalf of such Party shall be deemed delivered by such Party.
City Notice Address:
City of Marina
211 Hillcrest Avenue
Marina, CA 93933
Attn: City Manager
With copies to:
City of Marina
c/o Shute, Mihaly & Weinberger, LLP
550 California Street, Suite 1200
San Francisco, CA 94104
Attn: City Attorney
Developer Notice Address:
Unstoppable Automotive MBMCA LLC
40910 Temecula Center Dr
Temecula, CA 92591
Attn; Garth Blumenthal
Email: [email protected]
With a copy to:
Tribune Law Firm, LLP
601 University Ave, Suite 288
Sacramento, CA 95825
Attn: Sylvia Arostegui
Email: [email protected]
All notices shall be deemed effective on the earliest of (a) actual receipt; (b) rejection of delivery; (c) if sent by first class mail, the third day on which regular United States mail delivery service is provided after the day of mailing or; (d) if sent by overnight delivery service, on the next day on which such service makes next-business-day deliveries after the day of sending.
Section 5.4 No Assignment. Developer may not assign any of its rights or obligations under this Agreement without the prior written consent of the City, which may be withheld or granted in its sole discretion. Notwithstanding the foregoing, Developer shall have the right to assign its rights without the prior written consent of the City in connection with the following: (i) any assignment to an affiliate or related party, or (ii) any assignment for financing pur poses or for collateral purposes,
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provided that prior to any such assignment, the Developer shall provide the City with notice of such assignment and a signed assignment agreement.
Section 5.5 No Joint Venture. It is expressly agreed that City is not, in any way or for any purpose, a partner of Developer or any of Developer’s partners, officers, members, directors, shareholders, principals, agents, employees, contractors or subcontractors, or its or their successors or assigns (each, a “Developer Party”) in the conduct of its or their business or a member of a joint enterprise with Developer or any Developer Party. Neither City nor Developer shall be deemed or construed for any purpose to be t he agent of the other, and City does not assume any responsibility for Developer or any Developer Party’s conduct or performance of this Agreement.
Section 5.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Section 5.7 No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.
Section 5.8 Modifications. Any alteration, change , amendment or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party.
Section 5.9 Severability. If any provision of this Agreement or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons, entities or circumst ances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each other provision of this Agreement shall be valid and be enforceable to the full extent permitted by Law.
Section 5.10 Legal Advice. Each Party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or its officers, officials, agents, employees, volunteers, representatives, attorneys, or consultants, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.
Section 5.11 Cooperation. Each Party agrees to cooperate with the other in this transaction and, in that regard, shall execute any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement.
Section 5.12 Conflicts of Interest. No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
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Section 5.13 Applicable Law. The laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Agreement.
Section 5.14 No Third-party Beneficiaries. There are no third -party beneficiaries to this Agreement.
Section 5.15 Interpretation. The captions preceding the sections of this Agreement have been inserted for convenience of reference only and such captions shall in no way define or limit the scope or intent of any provision of this Agreement. This Agreement has been negotiated at a rm’s length and between persons sophisticated and knowledgeable in the matters dealt with herein and shall be interpreted to achieve the intents and purposes of the Parties, without any presumption against the Party responsible for drafting any part of this Agreement. Provisions in this Agreement relating to number of days shall be calendar days. Use of the word “including” means “including, without limitation.” As used in this Agreement, masculine, feminine or neuter gender and the singul ar or plural number shall each be deemed to include the others where and when the context so dictates.
The recitals to this Agreement and all exhibits attached hereto are incorporated by reference, as though fully restated herein.
Section 5.16 Time of Essence . Time is of the essence with respect to all obligations of Developer under this Agreement.
Section 5.17 City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager or his or her designee is authorized to act on behalf of City unless specifically provided otherwise or the context should require otherwise.
Section 5.18 Attorneys’ Fees. In the event that either Party to this Agreement brings an action or proceeding for a declaration of the rights of the parties under this Agreement, for injunctive relief or for an alleged breach or default of this Agreement, or in any other action arising out of this Agreement or the transactions contemplated by this Agreement, the predominantly prevailing party in any such action shall be entitled to an award of reasonable attorneys’ fees and any court costs incurred in such action or proceeding, in addition to any other damages or relief awarded, regardless of whether such action proceeds to final judgment.
Section 5.19 Land Use Entitlements and Permits. The execution of this Agreement does not constitute the grant of any required land use entitlement or permit, and all land use entitlements and permits contemplated by this Agreement and required from the City, shall be granted, denied, or conditionally granted in accordance with the City’s established procedures and in compliance with all applicable laws, rules, regulations and requirements including but not limited to the requirements of CEQA and the CEQA Guidelines. Notwithstanding any language in this Agreement that may be construed to the contrary, the City retains its full discretion to grant, deny or conditionally grant any and all entitlements or permits sought by Developer for the Development, and such discretion includes but is not limited to the discretion to exercise its independent judgment and impose on such approvals all mitigation measures and conditions that City determines are required or appropriate under CEQA and the CEQA Guidelines. No action by Developer or the City with reference to this Agreement shall be deemed a representation or warranty to Developer, or to any other person or entity, that the City will issue or approve any entitlements or permits, nor constitute a waiver of any state or City requirements that are applicable to the Development.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
CITY OF MARINA, a municipal corporation
By:
Layne Long, City Manager
Approved as to form:
By: ____________________________________
René Ortega, City Attorney
UNSTOPPABLE AUTOMOTIVE MBMCA LLC, a
California limited liability company
By:
Garth Blumenthal, Manager
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PROPERTY DESCRIPTION
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CONCEPT DESIGN
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ECONOMIC IMPACT ANALYSIS
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EXHIBIT D
CITY COUNCIL RESOUTION NO. 2025-48 and 2025-83
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28 April 17, 2026 Item No. 13e
Honorable Mayor and Members City Council Meeting
of the Marina City Council of April 21, 2026
CITY COUNCIL TO RECEIVE AN INFORMATIONAL UPDATE REGARDING
CITY FACILITIES AND POTENTIAL NOVEMBER BALLOT MEASURE
REQUEST:
It is requested that the City Council:
1. Receive an informational update regarding city facilities and potential November ballot measure; and
2. Provide direction for city staff.
Update City Facilities and Potential November Ballot Measure The City has scheduled a series of tours of city facilities including the city hall, city council chambers, community center, and police and fire station. Anyone from the public is invited to attend and the purpose is to allow residents the opportunity to see in-person the condition of the City’s facilities, the space limitations, and the operational challenges to meet the community’s needs. City leadership will also be available to answer questions on-site.
Thursday, April 23 at 6 p.m.
Saturday, April 25 at 10 a.m.
Thursday, April 30 at 6 p.m.
There will also be two community workshops to discuss the state of the City facilities, identify needs, discuss the proposed plan under consideration for future construction and outline possible funding solutions. These will be held at the Marina City Hall:
Saturday, May 2 at 10 a.m.
Wednesday, May 27 at 6 p.m.
It is currently estimated that $50 million is needed to build a new police station, fire station, and city hall and city council chamber. The City Council has directed staff to look at a potential utility user tax (UUT) as potential funding mechanism to pay for the new facilities and has directed city staff to review potential funding rates from 5% to 7% and potential options for discounts or lower rates for low-income households.
The City has contracted with FM3 research to conduct a statistically valid survey regarding issues facing Marina residents and their opinions about constructing new city facilities and a potential UUT ballot measure to fund construction new city facilities.
Extensive public outreach will continue during the months of April, May, June, and July as well as continued discussions with the city council and the public. 1 Issues have been raised in the public about sites to build city facilities. The City will not be having any discussions on specific sites for any of the facilities until after a ballot measure has been approved by the citizens of Marina. There are various potential sites including the existing city hall that can be available and there may be new sites identified by the public which will be part of an extensive public outreach process after the election.
Layne P. Long
City Manager
City of Marina
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