CONTRACT 4824 CLOSEDAgreement No. 4824
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ( "Agreement ") is entered into as of February 15,
2015 by and between the City of El Segundo, a general law city and municipal
corporation ("City"), and CDC Mar Campus LLC, a California limited liability company
( "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 710 N. Nash bounded by
Maple Street to the north, Mariposa Avenue to the south, Douglas Street to
the east, and Nash Street to the west and comprised of Los Angeles
County Assessor Parcels 4138 - 030 -009, 010, 011, 012, 013, 014, 015,
022, 023, 024, 025, 026, and 092.
b. Owner is in the construction phase for the development of up to 217,637
gross square feet of commercial office uses, retail, and restaurant uses
with requisite parking ( "Elevon Project "). Owner is in the process of
selling a portion of the site that will encompass the 110 -space parking lot
at 630 Parkview Drive South (APN No. 4138 -030 -015) currently used by
the City of El Segundo for the operation of the City soccer fields located at
2201 Campus Drive. Owner wishes to determine the parking demand for
the City soccer fields as alternatives location(s) to replace the 110 -space
parking lot are being considered.
C. In order for Owner to determine the parking demand, City must assign
certain City staff and consultants to complete a number of tasks which
include but are not limited to parking counts and a parking demand study,
zoning review, plans review for compliance with City standards,
preparation of staff reports, 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. Cily Reimbursvownt. City has estimated the costs and expenses of completing the
Services (Parking Demand Study) as being approximately $10,460. 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."
Agreement No. 4824
Method of Reimbursement.
a. Except as provided below, upon execution of this Agreement, Owner
agrees to deposit with City $10,460 ("Deposit Amount ") which represents
one hundred percent (100 %) of the estimated Reimbursement 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 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.
4. Cily AdmiLlisAMiyq s. 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. Owner agrees that it will pay for such costs on a monthly basis within thirty
(30) days of receiving an invoice from City.
S. 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 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.
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.
S. )nsol.ve n ; Realyer, 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
Agreement No. 4824
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: Allan Mackenzie, President
CDC Mar Campus LLC.
300 Parkview Drive North
El Segundo, CA 90245
City at: City of El Segundo
Attn: Director of Planning and Building Safety
And Planning Manager
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. Acce Lance offMimilo 51matures. 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. Ipe r tior 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. oar I uct p, 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. AmthorityNodificatign, 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
Agreement No. 4824
modified by written amendment. City's city manager, or designee, may execute
any such amendment on behalf of City.
16. `orR[1§, 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 Ca Oenter �it...�_ anager .w.�....
CDC Mar Campus LLC,
a California limited liability company
By: CDC CAMPUS EL SEGUNDO LLC
a California limited liability company
its Managing Member
By: Continental Development Corporation
a California corporation
its Managing Member
L &MI4 I . "sunva mj
Executive Vice President and Secretary
APPROVED AS F RM:
MARK D 1-iE wd Ci,�y,Attorney
By:'
AV-
Karl H. Berge
Assistant Ci w tomey
PAPlanning & Building Safetyl0 Planning - OldlConsultant Ping ServicesUteimbursement AgreementsTorporate Campus CDC Mar -
- CDC Mar Campus Parking Study(FA 1082) 02102015.doc