CONTRACT 6088 Reimbursement Agreement CLOSEDAgreement No. 6088
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ("Agreement") is entered' into as of April 2, 2021 by and between
the City of El Segundo, a general law city and municipal corporation ("City"), and CDC East
Campus 1 LLC, a California Limited Liability Company ("Applicant"). The parties agree as follows.,
1. Recitals. This Agreement is made with reference to the following facts and circumstances:
a. The Applicant is seeking a lot line adjustment, specific plan amendment to the El
Segundo South Campus Specific Plan ("Specific Plan"), development agreement
amendment, site plan review, subdivision mapping, master signage plan, master
landscaping plan, and compliance with all applicable rules and regulations applicable
to the property, and review pursuant to the California Environmental Quality Act
("CEQA") (collectively, the "Project").
b. Evaluation of the Project proposal has already required and will require future review
and analysis by third -party professional consultants, the city attorney's office, and city
staff in order to complete a number of tasks including, without limitation, drafting
documents and environmental review, conducting zoning review, reviewing plans for
compliance with City standards and building codes, the preparation of reports, project
management duties, reviews and inspections of the Project, and: implementation and
monitoring of the conditions of approval (collectively, "Project Costs").
c. City believes it is in the public interest for Applicant to pay for such Project Costs,,
including those that have been incurred by the City since February 2, 2,021. Applicant
understands that all work performed by third -party consultants, including legal fees
and costs, related to the Project will be under the direction of City but at Applicant's
expense. City will provide Applicant with a monthly accounting statement identifying
such third -party consultant costs to be paid by Applicant. The City shall only include in
these quarterly statements the amount of legal fees and costs that the City incurs for
services identified in the Agreement, but Applicant will not be provided with the details
of the descriptions of the City's legal fees and costs as such is considered attorney -
client privileged information with the City holding the privilege to such billing
information.
2. Ct Reimbursement, Applicant agrees to fully reimburse the City for the Project Costs.
The City has estimated the Project Costs for processing, as being approximately $100,000,
However, the Applicant acknowledges that the actual amount of such costs and expenses may
be different. Nonetheless, even though the, actual'amount of such Project Costs may be different,
the Applicant agrees to reimburse the City for the full amount of such actual costs in the manner
provided in this Agreement. City will provide Applicant with an accounting of the Project Costs on
a monthly basis, which Applicant shall have an opportunity to review and provide comments for
the City's consideration. As discussed in Section 1(c), if the Parties do not agree on the cost
identified in the monthly accounting statement, the Parties will meet to discuss any disputed costs
and attempt to resolve any issues through compromise, and if not resolved, then the Applicant
may terminate in accordance with Section 7 below. The total of the costs of the Project, as
disclosed by the accounting, is called the "Reimbursement Amount."
Agreement No. 6088
3. City has No Obligation to Apgrove Project. By signing this agreement, Applicant
acknowledges and understands that this Agreement in no way obligates the City to approve any
of the entitlements or environmental documents for the Project. The City and its elected and
appointed officials retain sole discretion to either approve or deny any of the environmental
documents or entitlements that are subject of this Agreement and need to effectuate the Project.
4. Method of Reimbursement.
a. The City shall work with any third -party consultants, except for legal, to provide
estimated costs and scope for services related to Project Costs, which shall be shared
with Applicant. Applicant shall have the opportunity to review and comment on the
estimated costs and scope for services, and in the event of an unresolved concern the
Applicant may terminate in accordance with Section 7 below.
b. Except as provided below, upon execution of this Agreement, Applicant agrees to
deposit with City $50,000 ("Deposit Amount") which represents 100 percent of the
estimated Reimbursement Amount for processing the application. Project Costs
associated with the Project will be charged against the deposit amount.
c. The Deposit Amount will be placed in a non -interest bearing trust account established
by the City Manager. Applicant understands and agrees that City will not pay interest
to Applicant on the Deposit Amount and Applicant will not seek such interest payments
from City.
d. Replenishment Deposit. Whenever the Deposit Amount balance falls below $5,000.00,
the City may request the Applicant replenish the amount ("Replenishment Deposit").
Applicant agrees to deliver a Replenishment Deposit to the City within 10 business
days following the City's request. At the time such replenishment request is made, the
City shall provide Developer with a copy of all costs to date, to the extent they have
not already been provided by Section 5 below. With respect to the City Attorney's
billing, the City is not required to provide copies of all or any part of the City Attorney's
invoices and will provide Developer only with the total amount billed by the City
Attorney.
e. Should the actual Reimbursement Amount exceed the Deposit Amount, Applicant
agrees to promptly pay City any difference. Should the Reimbursement Amount be
less than the Deposit amount, City will refund the Applicant any remaining Deposit
amount to applicant within 30 days after determining the Reimbursement Amount.
5. City Administrative Costs, Administrative costs incurred by City, including, without
limitation, and staff time and consulting fees and costs for the services described in Section of 1
above, must be reimbursed on a time and materials basis based on current City reimbursement
rates. A copy of the current rates are attached hereto as Exhibit A. Such rates are subject to
change based on the City's discretion. If these rates change, City shall provide Developer with
the new fees in writing. City agrees to provide monthly accountings of the City's administrative
costs to Developer. Such accounting shall be provide by City to Applicant within 30 days of the
end of a month. Such costs will be deducted by City from the Deposit Amount on a monthly basis.
2
Agreement No. 6088
6. Agplicant Default. Should Applicant fail to perform any of its obligations under this
Agreement, then City may, at its option, pursue any one or more or all of the remedies available
to it under this Agreement, at law or in equity. Without limiting any other remedy which may be
available to it, if Applicant fails to perform any of its obligations under this Agreement, City may
cease performing its obligations under this Agreement and may bring an action to recover all
costs and expenses incurred by the City in completing the studies, together with interest thereon
from the date incurred at the rate of 10% per annum.
7. Term. This Agreement will terminate either: (i) three months from the date the Applicant's
application is approved by the City and becomes final and non -appealable by operation of law; or
(ii) when the Project is disapproved or the application is formally withdrawn. Disapproval of the
Project or the Applicant's withdrawal of the application does not excuse Applicant from
reimbursing the City for the Project Costs incurred up to such date of disapproval or withdrawal
pursuant to this Agreement.
8. Compliance with Law. Applicant will, at its sole cost and expense, comply with all of the
requirements of all federal, state, and local authorities now in force, or which may hereafter be in
force, pertaining to this Agreement.
9. Waiver of Breach. Any express or implied waiver of a breach of any term of this Agreement
will not constitute a waiver of any further breach of the same or other term of this Agreement.
10. Insolvency„ Receiver. Either the appointment of a receiver to take possession of all or
substantially all of the assets of Applicant, or a general assignment by Applicant for the benefit of
creditors, or any action taken or offered by Applicant under any insolvency or bankruptcy action,
will constitute a breach of this Agreement by Applicant, and in such event this Agreement will
automatically cease and terminate if Applicant or its successor or assign cease or fails to timely
pay any amount due and payable by Applicant (or its successor or assign) under this Agreement.
11. Notices. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this Agreement or by law to be served on or given to
either party to this Agreement by the other party will be in writing and will be deemed served when
personally delivered to the party to whom they are directed, or in lieu of the personal service, upon
deposit in the United States Mail, certified or registered mail, return receipt requested, postage
prepaid, addressed to:
Applicant Alex J. Rose, Senior Vice President
Developer at: CDC East Campus 2 LLC
2041 Rosecrans Avenue, Suite 200
El Segundo, CA 90245
(310) 640-1520
City at: City of El Segundo
Attn: Development Services Department
350 Main Street
El Segundo, CA 90245
(310) 524-23945
Either party may change its address for the purpose of this Section by giving written notice of the
change to the other party.
3
Agreement No. 6088
12. Acce Lance of Electronic. Signatures. The Parties agree that agreements ancillary to this
Agreement and related documents to be entered into in connection with this Agreement will be
considered signed when the signature of a party is delivered by electronic mail in "portable
document format" (i.e., .pd'f) form, or by facsimile transmission. Such signature will be deemed to
be and treated in all respects as an original signature.
13. Governing Law. This Agreement is made in and will be construed in accordance with the
laws of the State of California, and exclusive venue for any action involving this Agreement will
be in Los Angeles County.
14. Partial Invalidity. Should any provision of this Agreement be held by a court of competent
jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will
remain in effect, unimpaired by the holding.
15. Integration. This instrument and its attachments constitute the sole agreement between
City and Applicant respecting the matters above and correctly sets forth the obligations of City
and Applicant.
16. Construction. The language of each part of this Agreement will be construed simply and
according to its fair meaning, and this Agreement will never be construed either for or against
either party.
17. Authorit Modification. The Parties represent and warrant that all necessary action has
been taken by the Parties to authorize the undersigned to execute this Agreement and to engage
in the actions described herein. This Agreement may be modifiedby written amendment. The
City's manager, or designee, may execute any such amendment on behalf of City.
18. Counterparts. This Agreement may be executed in any number of counterparts, each of
which will be an original, but all of which together will constitute one instrument executed on the
same date.
[Signatures on Following Page]
4
Agreement No. 6088
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first
hereinabove written.
CITY OF EL SEGUNDO,
A municipal corporation.
IN
ATTEST:
City Manager
Tra y We"�W City erl
APPROVED AS TO FORM:
,
for
Mark D. Hensley,
City Attorney
65331.00002\ 33 729967.1
CDC Mar East Campus 1 LLC
A California Limited Liability Company
By: CDC East Campus 1, LLC, Managing
Member
By: Continental Development Corporation,
Managing Member "
(- ..ILI
Alex J I e, Senior Vice Presi nt.
Continent R Development Corporation
M,
5