CONTRACT 4927 Reimbursement Agreement CLOSEDREIMBURSEMENT AGREEMENT
This Re mburscnicnt Agreement ( "Agreement ") is entered
05 2015 by and between the CITY OF EL Sh,GLJNDO, a
municipal corporation ( "City "), and STREET RETAIL, INC., a
( "Owner "), who agree as follows:
Agreement No. 4927
into as of September
general law city, and
Maryland corporation
Recitals. This Agreement is made with reference to the following facts and
circumstances:
a. 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 modify condition of approval No. 5L (fencing
requirements) of Ordinance 1382 and Resolution No. 4415 as amended by
Ordinance No. 1417 and Resolution No. 4542 and by Ordinance No. 1481
and Resolution No. 4838 (collectively, the "Conditions of Approval') for
the Plaza El Segundo and The Point development project (the "Project ").
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 $5,000. 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."
Method of Reimbursement.
a. Except as provided below, upon execution of this Agreement, Owner
agrees to deposit with City $5,000 ( "Deposit Amount ") which represents
one hundred percent (100 %) of the estimated Reimbursement Amount.
Agreement No. 4927
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 $1,000.
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 within thirty (30) days of receiving an invoice from City.
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. Coin liame witli Lgw. 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.
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 parry 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
Agreement No. 4927
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.
11 P�irtial 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.
11 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, Autliorit /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.
Agreement No. 4927
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 Agreement the
day and year first hereinabove written.
CITY OF EL SEGUNDO,
a rrrrmnidir)al comoration..
Grc,
Malrager
APPROVED AS TO FORM:
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Markb. Hensley, o
Y� rne Y N
Rev 12/07/09