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CONTRACT 4696 Reimbursement AgreementAgreement No 4696 REIMBURSEMENT AGREEMENT This Reimbursement Agreement ( "Agreement ") is entered into as of September ?_g , 2014 by and between the City of El Segundo, a general law city and municipal corporation ( "City "), and SSV Properties, a California Corporation ( "Applicant "), who agree as follows: 1. Recitals. This Agreement is made with reference to the following facts and circumstances: a. Applicant manages real properties located at 2120, 2121, 2145, and 2175 East Park Place; and 800 Apollo Street. b. Applicant is seeking approval of a Zone Text Amendment and two Adjustment applications to allow it to develop its property and construct architectural building features, architectural landscape features, unroofed patios and decks, stairs, ramps, and safety guardrails in the required setbacks in the Urban Mixed -Use (MU -S) Zone. C. In order for Applicant to accomplish such development, City must assign certain City staff or consultants to complete a number of tasks including environmental review, zoning review, plans review for compliance with City standards, building code compliance, analysis of technical studies, preparation of staff reports, development of potential mitigation measures, and project management duties (collectively, "Services ") which will exceed the capacity of the current city staff. d. City believes it is in the public interest for Applicant to pay for such Services. 2. City Reimbursement. City has estimated the costs and expenses of completing the Services as being approximately $80,000. However, the Applicant acknowledges that the actual amount of such costs and expenses may be different. Nonetheless, even though the actual amount of such costs and expenses may be different, the Applicant agrees to reimburse the City for the full amount of such actual costs and expenses in the manner provided in this Agreement. Upon completion of the Services, City will provide Applicant with an accounting of those costs and expenses, which accounting the Applicant agrees will be conclusive, in the absence of manifest error. The total of the costs and expenses, as disclosed by the accounting, is called the "Reimbursement Amount." 3. Method of Reimbursement. a. Except as provided below, upon execution of this Agreement, Applicant agrees to deposit with City $20,000 ( "Deposit Amount ") which represents twenty -five percent (25 %) of the estimated Reimbursement Amount. Agreement No 4696 Each quarter after executing this Agreement, Applicant agrees to deposit an additional $20,000 to the Deposit Amount. 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 Applicant any remaining Deposit Amount to Applicant within thirty (30) days after determining the Reimbursement 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. Costs associated with the Activities will be charged against the deposit amount. The City may require Applicant to replenish the amount should the balance fall below $5,000. 4. City Administrative Costs. Administrative costs incurred by City, including, without limitation, staff time, fees and services, must be reimbursed on a time and materials basis based on current City reimbursement rates. Applicant agrees that it will pay for such costs on a monthly basis within thirty (30) days of receiving an invoice from City. 5, 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. 6. 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. T 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. 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. Agreement No 4696 9. 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 parry 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 at: Attn: David Jordon S S V Properties 2041 Rosecrans Avenue, Suite 354 El Segundo, CA 90245 City at: City of El Segundo Attn: Director of Planning and Building Safety 350 Main Street El Segundo, CA 90245 Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 10. Acceptance of Facsimile 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 facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 11. Governing Law. This Agreement has been 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. 11 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. 11 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. Any Agreement or representations respecting the Property or its licensing by City to Applicant not expressly set forth in this instrument are void. 14. 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. 15. Authority /Modification. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement No 4696 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. 16. 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. IN WITNESS WIEREOF the parties hereto have executed this contract the day and year first hereinabove written. City of El Segundo, a rrGunici al corporation. Greg emlltel' 'ity Manager ATTEST:. Assistant City Rev 12/07/09 SSV Properties, a California Corporation. 6aWYA-q-z' .. n. .. David Jordon, don Pr e�a ent