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CONTRACT 4794 CLOSEDAgreement No. 4794 REIMBURSEMENT AGREEMENT This Reimbursement Agreement ( "Agreement ") is entered into as of December 10, 2014 by and between the City of El Segundo, a general law city and municipal corporation ( "City "), and EVA Airways Corporation, a Taiwanese Corporation ( "Owner "), who agree as follows: 1. Recitals. This Agreement is made with reference to the following facts and circumstances: a. Owner purchased real property comprised of an approximately 2.59 -acre site generally bounded by the Hyatt Place to the north, Campus Drive to the south, Campus Square West to the east, and Nash Street to the west and comprised of Los Angeles County Assessor Parcel No. 4138 -030 -094. b, Owner is seeking to develop the property in one (1) phase and construct a new building with up to 165,000 grass square feet consisting of 63,550 square feet of corporate office space and a private 101,450 square -foot hotel with up to 140 rooms. Analysis of the project will also include the potential future conversion of 30,400 square feet of the existing office space to accommodate up to 40 additional corporate hotel rooms. 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 $125,000 (this estimate is inclusive of city staff services, consultant planning services and environmental consulting 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 $50,000 ( "Deposit Amount') which represents Agreement No. 4794 approximately forty percent (40 %) of the estimated Reimbursement Amount. Every two months after executing this Agreement, Owner agrees to deposit an additional $25,000 to the Deposit Amount until the Reimbursement Amount is paid in full. 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 or his/her designee. 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 $20,000. 4. City Administrative Costs. Administrative costs incurred by City, including, without limitation, staff time fees and services, and legal costs, must be reimbursed on a time and materials basis based on current City reimbursement rates, a schedule of which shall be attached to this Agreement as Schedule 'T'. 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. 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. Agreement No. 4794 9. Notices. Except as otherwise expressly provided by law, all notices or other communications required or pennitted 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: Shyh -Liang Li, Executive Vice - President EVA Airways Corporation 200 North Sepulveda Boulevard, Suite 1600 El Segundo, CA 90245 With a Copy to: Vanessa Yeh, Secretary EVA Airways Corporation 200 North Sepulveda Boulevard, Suite 1600 El Segundo, CA 90245 City at: City of El Segundo Attn: Director of Planning and Building Safety 350 Main Street El Segundo, CA 90245 With a Copy to: City of El Segundo Attn: Planning Manager 350 Main Street El Segundo, CA 40245 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. Inte •ation. This instrument and its attachments constitute the sole agreement between City and Owner respecting the matters above and correctly sets forth the Agreement No. 4794 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. Authoritv/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 municipal corporation. Greg C Ater, CityMar ATTEST: EVA Airways Corporation, a Taiwanese Corporation Shyh -Liang Li, Executive Vice - President EVA Airways Corporation, P. a Taiwanese Corporation Tra We er, C Clerk Vanessa Yeh, Secretary APPROVED AS TO FORM: MARK D. HEN EY, City Attorney By: Assistant PAPlanning & Building Sa fi Plannin - OlMonsultant Ping ServiceARcimbursement AgreemenISTVA_Reimbursement _ Agreement_12142014Aoc' Agreement No. 4794 SCHEDULE 1 CURRENT REIMBURSEMENT RATES (As of 12/1/14) Ci Staff Hourl y Rate Director of Planning and Building Safety 102.02 Planning Consultant 100.00 Plannin g Manager 91.75 Princi a1 Planner 81.92 Assistant Planner 50.16 Office Specialist II 33.43 Director of Public Works 106.65 Principal Civil En ineer 78.77 Senior Engineer Associate 68.86 Waste Water Su ervisor 64.31 Fire Marshall 79.90 Senior Plan Check Engineer 81.92 Crime Prevention Analyst II 58.21 Assistant City Attorney _ 265.00 Note: Rates are subject to change.