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CONTRACT 7593 Reimbursement AgreementAgreement No. 7593 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND CDC MAR BACK PARCEL LLC a CALIFORNIA LIMITED LIABILITY COMPANY This Reimbursement Agreement ("Agreement") is entered into as of May 14, 2026 by and between the City of El Segundo, a general law city and municipal corporation ("City"), and CDC Mar Back Parcel LLC a California Limited Liability Company ("Applicant"). The parties agree as follows: Recitals. This Agreement is made with reference to the following facts and circumstances: a. The Applicant filed applications for Environmental Assessment No. EA- 1413 described as Park Place extension EIR Addendum No. 2 (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. 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. City Reimbursement. Applicant agrees to fully reimburse the City for the Project Costs, The City has estimated the Project Costs for processing as being approximately $30,000.00. 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 monthly. The City's monthly project accounting shall include copies of the detailed invoices from all City -paid expenses, This project accounting shall include any City Administrative Costs (as discussed in Section 5 below), 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." City has No Obliaation to Approve Proect, 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. Agreement No. 7593 a. Except as provided below, upon execution of this Agreement, Applicant agrees to deposit with City $30,000.00 ("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. ReRlenishment Deposit, Whenever the Deposit Amount balance falls below $13,000.00, the City may request in writing to the Applicant that it replenish the Deposit 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 within 10 business days following the City's request, 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 Administrative 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 an!num. However, notwithstanding anything contained to the contrary herein, Applicant shall not be liable for any indirect, incidental, consequential, special or punitive damages of any nature or kind resulting from or in connection with this Agreement. Term, This Agreement will terminate eitheir: (i) 12 months from the date the Applicant's application is approved by the City: or (4) when the Project is disapproved or the application is formally withdrawn,. Disapproval of the Project or the Applicants 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. Agreement No. 7593 8. Com Hance 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. 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. lnsolvgennicy, 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/ Developer at: CDC Mar Back Parcel LLC 2041 Rosecrans Ave, Ste 200 El Segundo, CA 90245 Attn: Alex J. Rose, President, Development Email: arose@continentaldevelopment.com Phone, (310) 640-1520 x227 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 party. 12. Acceotance of Electronic Si natures. 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. Agreement No. 7593 11 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, Inte ration. 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, AAuthoritLIModification. 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. Counters, 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. 7593 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO, A municipal corporation. Darrell George, City Manager ATTEST: i VS �' - Susan Truax, City Clerk APPROVED AS TO FORM;. for Mark D. Hensley, City Attorney CDC Mar Back Parcel LLC a California Limited Liability Company By: Continental Rosecrans- Sepulveda, Inc. a California Corporation, Its: Managing Member b- Alex J. Rose, President, Development {If Corporation or similar entity, needs two officer signatures or evidence that one signature binds the company}