REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT("Agreement") is entered into this 22'd day of August 2022, ("Effective Date"), between City of Marysville ("City"); and Engstrom Properties, Inc., and Presidio Companies ("Developers"), based on the following facts. The City and Developers may sometimes be referred to individually as "Party" and collectively as "Parties."
RECITALS
A. The City and Developers entered into an Exclusive Right to Negotiate Agreement (the "ERN") dated August 6, 2022, in which the City granted Developers the exclusive right to negotiate with the City for the purchase and development of certain City-owned property ("Property").
B. Developers agreed to reimburse City to the extent that the City incurs expenses for outside consultants and outside legal counsel during the term of the ERN.
C. Based on the proposed purchase terms and draft land plan Developers are considering, City will require the assistance of its outside consultants and outside legal counsel to assist the City in reviewing such terms and plans and in negotiating and finalizing a Purchase and Sale Agreement and Development Agreement.
D. The intent of this Agreement is to set forth procedures and a funding mechanism for the provision of outside consultant and outside legal counsel services for the Project.
NOW, THEREFORE, the parties agree as follows:
Professional Services.
City will contract directly with consultants to provide Professional Services including but not limited to the following:
a. Planning Services. Services will generally involve planning services. The Parties agree that in the required services will not exceed $5000 which may be increased by mutual consent. b. Legal Services. Services will generally involve legal services provided by the Marysville City Attorney and outside legal counsel. Services will include advice to City staff, and the preparation of the Purchase and Sale Agreement and Development Agreement. The Parties agree that in the required services will not exceed $25,000 which may be increased by mutual consent.
2. Reimbursement for Professional Services.
Developers agree to reimburse City for the actual, reasonable and documents fees for Professional Services per Section 1, above.
Reimbursement for Professional Services, per Section 1, above, does not include Developers' costs associated with the preparation of any plans, entitlements, permits or other costs related to Developer's proposed Project. Developer will be solely responsible for all of its own costs and fees related to the Project.
3. Deposit.
Developers shall submit a Reimbursement Deposit $15,000 with the City within five (5) business days of execution of this Agreement. The City will charge invoices received from the consultants against the Reimbursement Deposit and provide monthly statements to Developers with respect to such invoices. Each time the Reimbursement Deposit is drawn down due to Professional Services charges to a balance of less than $5000 City shall so inform Developers and Developers shall make an additional deposit to restore the Deposit balance to $10,000 ("Developers' Additional Deposit"). Developers shall submit the Developers' Additional Deposit within 15 days of receiving notice and supporting documentation from the City.
In the event that Developers do not submit the Reimbursement Deposit within five (5) business days of the ERN Effective Date or the Additional Deposit within fifteen (15) days of notice by City, City, in its sole discretion, may cease work related to the ERN and/or cancel the remaining term on the ERN, provided that Developers shall be provided a reasonable period of time to cure any such default.
responsibility for actions involved in said Project.
The parties have executed this Agreement as of the date first above written.
CITY OF MARYSVILLE DEVELOPERS
a municipal corporation
ENGSTROM PROPERTIES, INC
By: - By: Me Es
Jim Schaad Mark Engstrom
City Manager, City of Marysville
PRESID ORLANES
Approved as to Form
Gunder Bajwa
By:
Brant Bordsen
City Attorney
2