CONTRACT 4448 Vender AgreementAgreement No. 4448
AGREEMENT
BETWEEN THE
CITY OF EL SEGUNDO
AND
STREET RETAIL, INC.
THIS AGREEMENT is made and executed this 17* slay of June, 2012, between
the CITY OF EL SEODO, a municipal corporation and general law city ( "City" j, and
Street Detail, Inc., Maryland Corporation ('!Property Owner").
M
IS
1. RECITALS, This Agreement is made with reference to the following facts and
objectives; 'INTENTIONALLY OMITTED]
2. CITY'S CONDITIONS PRECEDENT. The Parties understand and agree that
the following are conditions precedent to City's obligations set forth in this
Agreement, The Property Owner whose land is affected by the Project acquiescence to
these conditions precedent is .a material inducement for City enuring into this
Agreement and, accordingly, if these conditions are not fulfilled, City may terminate
this Agreemem upon written notice to Property Owner within one (1) year following
its fun execution,
A. City must review the impact of the proposed Project (as defined below) in
accordance with the California Environrnental Quality .Act (Public Resources
Code § $ 21000, et ,seq,, "CEQA "j, the regulations pmmulgated thereunder (14
Cal, Code of !!Regulation § § 15000, et seg., the "CEQA Guidolines "), and City's
Environmental Guidelines ( "El Segubdo Guidelines''; CEQA, CEQA Guidelines
and El Segundo Guidelines collectively referred to as "CEQA Regulations');
3, PROPERTY OWNER'S OBLIGATIONS. Property Owner must pay City
snatching ids amounting to $126,000 to ensure City can fully cover the 20% match
requirement for federal cannark 07- LA- 0-MEG, Park Place Extension Between dash
St, =4 Allied Way in the City of El Segundo,
4, DEPOSIT; EXPENDITURE; REFUND.
A. Except as provided below, upon execution of this Agrecrneirt, Property Owner
agrees to deposit with City in escrow 20% of the contract award, up to $150,000
C`Deposit Amount') wbicb represents one hundred percent (100 %) of the
estimated funds seeded to obtain preliminary design alternatives for the extension
of Park Place between !+lash St, and Allied Way (the "Proicct'j. Should the actual
grant matching funds exceed the Deposit Amount, Property Owner agrees to
promptly pay City any difference, Should the actual grant matcWng funds be less
than the Deposit Amount, or if City chooses not to construct the Project, City will
refund Property Owner any remaining Deposit Amount within thirty (30) days
after determining the actual grant matching funds or terminating the Project.
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Agreement No. 4448
B. The Deposit Amount will be placed in a non - interest bearing trust account
established by the City Manager. Property Owner understands and agrees that City
will not pay interest to Property Owner on the Deposit Amount and Property
Owner will not seek such interest payments from City. The Deposit Amount can
only be used to pay for the preliminary roadway and railroad design work for the
Park Place Extension Project,
5. ASSIGNMENT. Neither City nor Property Owner have the right to assign, in
whole or in part, this Agreement or its rights and obligations under this Agreement, to
another party, expect that Property Owner may assign this agreement to an affiliate,
subsidiary or a successor by merger or sale of the project, or a transfer of the
entitlements to the project.
6. COMPLIANCE WITH LAW. Each party 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. The judgment
of any court of competent jurisdiction that a party violated any such ordinance or
statute is conclusive of that fact as between City and Property Owner.
7, 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.
8. GOVERNING LAW. This Agreement has been trade 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.
9. 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.
10. INTEGRATION. This instrument and its attachments constitute the sole
agreement between City and Property Owner respecting the Property and correctly sets
forth the obligations of City and Property Owner. Any Agreement or representations
respecting the Property not expressly set forth in this instrument are void.
11. 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.
12. WAIVERS. Any waiver of a breach of any covenant or condition in this
Agreement is not a waiver of any other covenant or condition in this Agreement, and
no waiver is valid unless in writing and executed by the duly authorized representative
of the waiving party. An extension of time for performance of any obligation or act is
not an extension of time for performance of any other obligation or act.
13. AUTHORITY/MODIFICATION. The Parties represent and warrant that all
necessary action has been taken by the Parties to authorize the undersigned to execute
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Agreement No. 4448
this Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment. City's city manager, or designee, may execute any
such amendment on behalf of City.
14. COUNTERPARTS, This Agreement may be executed in any number or
counterparts, each of which will be an original, but all of which together will
constitute one instrument executed on the same date.
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Ravlalon date: 51131201312 :47:00 PM
Agreement No. 4448
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinahove written.
CITY OF EL SEQUNDO STREET T IL, INC., A MARYLAND
ATTEST:
Tracy Weaver,
City Clerk
APPROVED ,'1
MARIA D, I wQ
By:
� 1!0 1 f Berge.r� X :J tint Cit -Nr Attorney
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