CONTRACT 6598 Reimbursement AgreementAgreement No. 6598
REIMBURSEMENT AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO AND
CDC -MAR RETAIL I, LLC
This Reimbursement Agreement ("Agreement") is entered into as of February P , 2023
by and between the City of El Segundo, a general law city and municipal corporation
("City"), and CDC -Mar Retail i, 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 filed applications for Environmental Assessment No. 1200,
Revision B to amend the Conditional Use Permit and Site Plan Review to
allow for a 31d drive-thru restaurant and modify the site plan layout in Phase
1 and prepare/review any updated CEQA documents at the El Segundo
South Campus Specific Plan area (2100-2180 El Segundo Boulevard (the
"Project").
b. The Project requires the retention of professional consultants; the costs of
attorneys' fees; the costs of work performed by City staff to complete the
number of tasks including drafting documents and environmental review;
zoning review, plans review for compliance with City standards, building
code compliance, preparation of reports, and project management duties;
the reasonable processing costs related to review and inspection of the
Project; and the costs of implementing the conditions of approval
(collectively, "Project Costs") as indicated in Exhibits A and B (attached).
C. City believes it is in the public interest for Applicant to pay for such Project
Costs. Applicant understands that all work performed by the City related to
the Project will be under the direction of City, but at Applicant's expense.
2. !Qily Reimbursep3gnt. Applicant agrees to fully reimburse the City for the Project
Costs. The City has estimated the Project Costs for processing as being
approximately $40,000 .00. 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 accounting the Applicant agrees will be
conclusive, in the absence of manifest error. The total of the costs of the Project,
as disclosed by the accounting, is called the "Reimbursement Amount."
3. City has No Obligation to A1212rove 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.
Agreement No. 6598
a. Except as provided below, upon execution of this Agreement, Applicant
agrees to deposit with City $40,000.00 ("Deposit Amount") which
represents 100 percent of the estimated Reimbursement Amount for
processing. Costs associated with the Project will be charged against the
deposit amount.
b. 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.
C. ReolenishmerA Del2osil, 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. If a
replenishment deposit is not received by the date requested by the City, then
all work on the project shall cease immediately.
d. 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 Adminis rative Costs. Administrative costs incurred by City, including, without
limitation, staff time, legal costs, fees and services, must be reimbursed on a time
and materials basis based on current City reimbursement rates. Such costs will be
deducted by City from the Deposit Amount on a monthly basis.
6. Applicant_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: (1) 12 months from the date the
Applicant's application is approved by the City; 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 wilh 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.
Agreement No. 6598
9. YVaiver 2f g[gpch.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'. Deceiver, 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. l~No ices. 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/
CDC -Mar Retail I, LLC
Developer at:
Attn: Lionel Uhry
721 N Douglas Street
El Segundo, CA 90245
Email:
lionet.uh!y@marventures.com
Phone:
310-781-8261
City at: City of El Segundo
Attn: Eduardo Schonborn, Planning Manager
350 Main Street
El Segundo, CA 90245
(310) 524-2312
Either party may change its address for the purpose of this Section by giving written
notice of the change to the other parry.
12, Agge2ilnge.of Electronic Signalgres. 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., .pdo 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. eartial Invall ilyr;, 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.
Agreement No. 6598
15. i' grAg 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, Author"/ o ification. 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
modified by written amendment. The City's manager, or designee, may execute any
such amendment on behalf of City.
18. C2uOLqrpgjX.. 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]
Agreement No. 6598
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO,
A municipal corporation.
City Manager
ATTEST:
y4z_2 40w�_
Tracy Weaver, City Clerk
APPROVED AS TO FORM:
by ,
Mark D. en y,
City Attorney
CDC -Mar Retail I, LLC
a California limit+edita
Vice President
{if Corporation or similar entity, needs two officer signatures or evidence that one signature
binds the company}
Insu
7 Approval:
Hank 'L k Manager