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CONTRACT 4728 Reimbursement Agreement CLOSEDAgreement No. 4728 REIMBURSEMENT AGREEMENT This Reimbursement Agreement ( "Agreement ") is entered into as of October Ate" , 2014 by and between the City of El Segundo, a general law city and municipal corporation ( "City "), and STREET RETAIL, INC., a Maryland corporation ( "Owner "), who agree as follows: Recitals. This Agreement is made with reference to the following facts and circumstances: Owner owns real properties generally located at 710 -860 South Sepulveda Boulevard, 2003 -2015 East Park Place, 700 -740 Allied Way in City's jurisdiction, as described on Exhibit A which is incorporated by reference. b. Owner is seeking to develop its property and construct approximately 119,613 gross square feet of retail, restaurant, and office uses on an undeveloped portion of the property. The owner is also seeking: i) a Development Agreement (DA No. 14 -02) to modify the existing Development Agreement No. 03 -01 for the Plaza El Segundo and The Point Project Site (6th Development Agreement Amendment) to allow up to two Health Clubs and Fitness Centers provided that no such use exceed 6,500 square feet and the combined square footage of both does not exceed in total 11,502 square feet of leasable floor area; and ii) a Zone Text Amendment (ZTA No. 14 -02) to increase the area of General Office uses permitted in the Commercial Center (C -4) Zone to 30,072 gross square feet. In order for Owner 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 Owner to pay for such Services,. 2. City Reimbursement. City has estimated the costs and expenses of completing the Services as being approximately $15,000 (of which $3,500 is estimated for environmental consulting services and $11,500 is estimated for contract administration services). However, the Owner 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 Owner 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 Agreement No. 4728 provide Owner with an accounting of those costs and expenses, which accounting the Owner 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, Owner agrees to deposit with City $10,000 ( "Deposit Amount ") which represents sixty -seven percent (67 %) of the estimated Reimbursement Amount. Each quarter after executing this Agreement, Owner agrees to deposit an additional $5,000 to the Deposit Amount. Should the actual Reimbursement Amount exceed the Deposit Amount, Owner agrees to promptly pay City any difference. Should the Reimbursement Amount be less than the Deposit Amount, City will refund Owner any remaining Deposit Amount to Owner 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. Owner understands and agrees that City will not pay interest to Owner on the Deposit Amount and Owner will not seek such interest payments from City. Costs associated with the Activities will be charged against the deposit amount. The City may require Owner 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. Owner agrees that it will pay for such costs on a monthly basis within thirty (30) days of receiving an invoice from City. 5. Owner Default. Should Owner 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 Owner 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. Owner 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. 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. Agreement No. 4728 8. Insolvency; Receiver. Either the appointment of a receiver to take possession of all or substantially all of the assets of Owner, or a general assignment by Owner for the benefit of creditors, or any action taken or offered by Owner under any insolvency or bankruptcy action, will constitute a breach of this Agreement by Owner, and in such event this Agreement will automatically cease and terminate. 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 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: Owner at: Attn: Michael Strahs Street Retail, Inc. c/o Federal Realty Investment Trust 356 Santana Row, Suite 1005 San Jose, CA 95128 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. 12. 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. 13. integration. This instrument and its attachments constitute the sole agreement between City and Owner respecting the matters above and correctly sets forth the obligations of City and Owner. Any Agreement or representations respecting the Property or its licensing by City to Owner not expressly set forth in this instrument are void. Agreement No. 4728 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 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 WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. City of El Segundo, a niuniginAl coy - ation. , City Manager ATTEST: f) -a. y W e e „ City Clerk STREET RETAIL, INC., a Maryland Corporation. w� w �... --- _. ..... . Jef r ei es ice President -. Western Region APPROVED' T, MARK D. [-,I A,`,- A torney al”' By: Karl H. B rgc�n' Z . l Assistant Ci'y Attorney FRINIMM EXHIBIT A THE PLAZA EL SEGUNDO PROPERTY LEGAL DESCRIPTION LOTS 1 THROUGH 17 OF VESTING TRACT NO. 61630, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1370, PAGES 41 THROUGH 51, OF MAPS, IN THE OFFICE OF THE COUNTY REGISTRAR - RECORDER /COUNTY CLERK OF SAID COUNTY. THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYIS ACT, RTY SMITH, PLS 8070 DATE PREPARED: 05/06/2014 LAND J. MARTY SMITH 0 J "S" 8070 OF CAS EXHIBIT A - LEGAL DESCRIPTION THE PLAZA EL SEGUNDO PROPERTY Idumc. Engineering, Inc. CITY OF EL SEGUNDO, CALIFORNIA Civil Engineering /lend Surveying /Lend ilanning Page 1 of 1 IN i OW 46P RIK Sit ns 4501,15 Hk 4mnk Im CTII) its -pil reement No. 4728 EXHIBIT A THE POINT PROPERTY LEGAL DESCRIPTION PARCEL 1 OF THE CERTIFICATE OF COMPLIANCE, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED JULY 29, 2013, AS INSTRUMENT NO. 20131105767 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S ACT. LAND _w kr J. MARTY J.+ MARTY SMITH, PLS 8070 SMITH DATE PREPARED: 05/06/2014 x 8070 if or EXHIBIT A - LEGAL DESCRIPTION THE POINT PROPERTY CITY OF EL SEGUNDO, CALIFORNIA dnNcEngineering, Inc. C/rll Fngineerinp /Lind Smerinp/land I/enn /np Page 1 of 1 i OW Spill 16K Sla no ho Ilk C"h 12101 (I'14) in -all