CONTRACT 4943 Reimbursement Agreement CLOSEDAgreement No. 4943
This Reimbursement Agreement (" greemen ") is entered into as of la►
14, by and between the City of El Segundo, a general law city and municipal
corporation ( "City"), and Mattel Inc, a e aware Co, oration, ( "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 333 Continental
Boulevard.
b. Owner is seeking to construct approximately 474,240 square feet of new
floor area in the development of a 300,000 square -foot 14 -story office
tower, and an 8 -story parking structure on the 455 Continental Boulevard
site adjacent to the existing identical office tower and parking structure.
In addition, the owner is seeking to build 174,240 square -feet of new
office floor area and 465 surface parking spaces on the 1955 East Grand
Avenue parcel.
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 $568,035 (of which $408,035 is estimated for
environmental consulting services and technical studies and $160,000 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.
Agreement No. 4943
Except as provided below, upon execution of this Agreement, Owner
agrt-w,; to deposit with (-Ry $1!4 ,035 ("Deposit Amount") whidi
represerits approxil"nat(flY twanty-six percelit (261A) of' the estimated
Reirnbursanlent Amwu'IL Beginning Jarmary 1, 2016, and every thrt, c (3)
T'nonth's thereallcl, ffir a WWI of thive (3) pedc,)ds, ()wner agree-s to deposit
Own , �p
an additimuil $140,000 to Ole Dejposit Anicnunt until the p- ii csduiated
Reimbursement Amount is paid, Should die actt,:iial Reimbursement
Amount exceed the Dau�pasit Arnount, Owner agreits to promptly pay City
any difTcrence, Shoilld the Rejinbursement Arnount be less than the
Df.,nposit Axriount, (°"ity will refund any remaining Deposit Arnount to
()wner within thirty (30!) &ays after determining the final aettial
Reirnbin'sonient AYjj(,iujlt,
b, "one Deposit Amotuit will be placed in as non -interest bean.ng trust account
established by the City Majjager. Owner understands and agrees that City
will not. pay interest to Owner on the Deposit Amow-it and Owner will moll.
seek such interest payments from City., Costs associated with the Activities
will be charged against the deposit amotint, "Me City may require Owner t:o
replenisl--u the ainount should the bal a-rice fall below $20,000.,
4. lllkAaLui ve. (oMs. Administrative costs incurred 1by City, including,
wid-iout limitation, staff time, fees arid services, mi.ist be reimbursed an a firne and
materials basis based on current Ity reimbursement rates. Owner agrees that it
will pay for such costs that exceed the Deposit Arnol.,int on fUe with the City on a
monthly 1b asis within thirty (30) days of reeeiwd.n g an invoice from City,
!I Q�--,J(`�afls, Should Owner fid] to perform any of its obligations under this
Apreement, then City may,
al its option, pursue arty 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 availRble to it, if Owner fades to perfbrm
any of its obligations under this Agreement, City may cea'se perfamihig its
obligations under this Ap
greement and may brh-ig an actionto recover at] costs and
expenses inctuivd I)y the City in cornpleting the Studies, together with interest
thereon from the date incunvd M the rak,,, of 1.0% per annum,
6. Co lia :ce.witli Owner will, at its sole cost 0 exper se, comply with a
MV —fl — - -.1-1 1-1 . , ar i I I
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 ofa breach ofany to of this
Agreement will not constitute awaiver of any fi,irther breach of the same or other
term of this Agreement.
� , - J v c n % Either the appointment of a receiver t o t ce posstsisjorl of
all or substwitiafly all of the assets of Owner, or as general assigrunerit b, Y Owner
for time ben.efit of creditars, or any action taken or offered by Owner, under any
Agreement No. 4943
Ommer at: Frank. Maranto, Vice President
Mattel, Inc
333 Continental Boulevard
El Segundo, CA, 90245
City at: City of El Segundo
Attn: Director of larming and Building Safety
And Planning Mauiager
350 Main Street
El Segundo, A. 90245
Either party may change its address for, the purpose of this Schorr by giving
written notice of the change to the other party,
10. A ce i nee of Fac.9irr 1, S gjgqjpf n,, The Parties ao.nee thaf, agreements ancillary
to this AgTeernent and related docurrients to be entered into in cormection with
tHs A,greement will be considered signed when the signature of a party is
defivered by facsirnile transmission, Stich facsimile signature will be treated in
all respects as Itaving the sarne effect as an original signahire.,
IL Governing ),,kqy. This A.greement has been made in and will be construed in
accordance with the laws of flic State of California, and exchlsive venue for any
action involving this Agreement will be in Los Angeles County,
12. Partial Invalidit , Should any provision of this A,gi-eern.ent be held by a court of
corn late jurisdiction to be either invalid or uneinforceable, the rernairling
provisions of this A. reerrnent will remain in effect, Unirnpaired by die holding,,
Thh.,; instrument and its attachments constitute e sole ag
th reernen�
between City and Owner respecting the matters above and correctly sets forth the
obligations of City and Owner% Any Agreement or representations respecting the
Properly or its licensing by City to Owner not expressly set fordi in this
instrument are void,
Agreement No. 4943
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. ,atlt -dVB [odiiicfi --op 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.
ATTEST:
�, �ty Cle � .
I'r c "V ea , rk
APPROVED AS TO FORM:.
MARK D. HENS&EY City Attorney
By:
Assistant
Mattel, Inc.
w
Frank M
aranto, Vice President �..�
Mattel Law
n l Date
PAPtatming & Building SeftW Plaming - 01dlComulaw Ping ScMcu%eimbwwznM Agmemwiftimepm,tkl
El Segundo CondneMnl Osaad Campus Specific Plan Project
Agreement No. 4943
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