CONTRACT 4792 CLOSEDAgreement No. 4792
REIMBURSEMENT AGREEMENT
This I cimbursement Agreement ( "Agreement ") is entered into as of
rw l�� 2014 by and between the City of El Segundo, a general law city and
municipal corporation ( "City "), and FNL /Douglas Partners, LLC, a California limited
liability company and 500 Douglas Partners, LLC, a California limited liability company_
(collectively "Owner "), who agree as follows:
Recitals. This Agreement is made with reference to the following facts and
circumstances;
a. Owner owns real property generally located at 500 South Douglas Street,
El Segundo, CA and 2330 Utah Avenue, El Segundo, CA.
K Owner is seeking to develop its property and construct approximately a
two -story office building consisting of 78,772 square feet of gross floor
area and 18,000 square feet of patio area on the second story and 276
parking spaces, on the first story.
C. 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 $100,000 (of which $67,260 is estimated for
environmental consulting services and $32,740 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
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 $25,000 ( "Deposit Amount") which represents
Agreement No. 4792
twenty -five percent (25 %) of the estimated Reimbursement Amount.
Every two months after executing this Agreement, Owner agrees to
deposit an additional $25,000 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. City's estimated administrative costs are included in City's
estimate of $32,470 for contract administrative services referenced in paragraph
No. 2 of this Agreement.
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.
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.
Agreement No. 4792
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: Anthony O'Carroll
FNL /Douglas Partners, LLC
433 North Camden Drive, #820
Beverly Hills, CA 90210
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 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.
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.
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. 4792
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 muu/cioal 94#bora
, City Manager
ATTEST:
rrac W.. Ci Clerk
APPROVED A I TORM:
.
MARK D. lI i�"ity Attorney
By:.. .
Karl H. E
Assistant
Rev W07109
Attorney
FNL /Douglas Partners, LLC
a California limited liability
company.
By: Heartland Investments, Inc.
a California corporation,
its manager
. -O.
By:
�m..... ...
Anthony O'Carroll,
Vice - President
500 Douglas Partners, LLC
A California limited liability
company.
Heartland Investments, Inc.
a California corporation,
its manager
Anthony
By: ..
y OCarroll,
Vice - President