CONTRACT 4208 Reimbursement Agreement CLOSED4
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ( "Agreement ") is entered into effective as of
April 5, 2011 by and between the City of El Segundo, a general law city and municipal
corporation ( "City "), and Raytheon Company, a Delaware Corporation ( "Owner "), who
agree as follows:
1. Recitals. This Agreement is made with reference to the following facts and
circumstances:
a. Owner owns real properties generally located at 2100 East El Segundo
Boulevard.
b. Owner is seeking entitlements to be able to develop its property and
construct an approximately 1.9 million square -foot office park expansion
( "Raytheon El Segundo South Campus Specific Plan Project ").
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 $598,628 (of which $473,628 is estimated for
environmental consulting services and $125,000 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 $125,000 ( "Deposit Amount ") which
represents approximately twenty -one percent (21 %) of the estimated
Reimbursement Amount. Beginning two months after the date of
submittal of planning entitlement applications to the City, and every two
4 aw
(2) months thereafter for a total of three (3) periods, Owner agrees to
deposit an additional $157,876 to the Deposit Amount until the full
estimated Reimbursement Amount is paid. 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 any remaining Deposit
Amount to Owner within thirty (30) days after determining the final actual
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 Services
will be charged against the Deposit Amount. The City may require Owner
to replenish the amount should the balance fall below $25,000.
. City Administrative Costs. Administrative costs incurred by City, including,
without limitation, staff time, fees and services (including fees charged by the
City Attorney), must be reimbursed on a time and materials basis based on current
City reimbursement rates. Costs shall be paid from Owner's Deposit Amount.
The City shall provide a monthly statement indicating the billing for the previous
month and the remaining balance of the Deposit Amount. Should the billing for
the previous month result in a balance that exceeds the remaining balance of the
Deposit Amount, Owner agrees that it will pay for such costs on a monthly basis
within thirty (30) days of receiving an invoice from City.
, Termination of Agreement. Owner or its successors have the right, upon ten (10)
day's prior written notice to City, to terminate this Agreement if it determines in
its sole discretion that it is in its best interest to do so. If Owner so terminates this
Agreement, City agrees, within sixty (60) days, to reimburse Owner all monies in
excess of that required to cover the City's Services. In the event Owner so
terminates this Agreement and there are insufficient funds to cover the City's
Services before City's receipt of the termination notice, Owner agrees to
reimburse City in an amount equal to the difference between the actual costs for
Services performed by City and the Deposit Amount. Other than costs for
Services that accrued as of the effective date of termination, in no event will
Owner be responsible for the payment of costs incurred by City in providing the
Services after City's receipt of the written termination notice. This Agreement is
terminated upon completion of the project which will occur once the City Council
has rendered its final decision regarding the project applications.
& 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 Services
under this Agreement and may bring an action to recover all costs and expenses
incurred by the City in completing the Services, together with interest thereon
from the date incurred at the rate of 10% per annum.
7. 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.
& 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.
9. 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.
10. 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: Jonathan Zich
Raytheon Company
2000 East El Segundo Boulevard E7 M/S 5158
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.
11. 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.
12. 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.
13. 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.
14. Integration. This instrument constitutes 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
the Services performed by City to Owner not expressly set forth in this instrument
are void.
15. 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.
16. 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 only by written amendment. City's City Manager, or designee, may
execute any such amendment on behalf of City.
17, 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 effective as of the date written above.
IN WITNESS WHEREOF the parties hereto have executed this contract to take
effect the day and year first hereinabove written.
City of El Segundo,
a municipal corporation.
w....._........ ......... w . -....
Doug Willmore, City Manager
ATTEST:
Ciny 16i , Cit °t
APPROVED
MARK D, lI S
By:
Karl H. Berger,
Assistant City
PAPlanning & Building SafetyT11
a
Raytheon Company,
a Delaware Corporation.
ert J. Moore, Vice President -
us s Services
- OldWonsultant Ping Services\Reimbursement AgreementslRaytheon Specific PlanRA,doc