CONTRACT 5147 Reimbursement Agreement CLOSEDAgreement No. 5147
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ("Agreement") is entered into as of January
2016 by and between the City of El Segundo, a general law city and municipal
corporation (`CCity"), and Continental Development Corporation, a California
Corporation ( "Applicant"), who agree as follows:
1. vitals. This Agreement is made with reference to the following facts and
circumstances:
a. Applicant manages real property located at 2171 Rosecrans Avenue.
b. Applicant is seeking approval of a Zone Text Amendment, a Conditional
Use Permit, an Administrative Use Permit, and an Adjustment application
to:
i. Modify the required setbacks in the Urban Mixed -Use (MU -S)
Zone and the allowed encroachments in those required setbacks;
and
ii. Allow it to develop its property with three buildings totaling
13,570 gross square feet and consisting of one bank, three
restaurants with alcohol service, and 3,700 square feet of total
outdoor dining area.
C. In order for Applicant 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 Applicant to pay for such
Services.
2. City l eimbur e ent. City has estimated the costs and expenses of completing the
Services as being approximately $40,000. However, the Applicant 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
Applicant 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 Applicant with an accounting of those costs and
expenses, which accounting the Applicant 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. 5147
3. Method of Reimbursement.
a. Except as provided below, upon execution of this Agreement, Applicant
agrees to deposit with City $20,000 ("Deposit Amount ") which represents
Fifty percent (50 %) of the estimated Reimbursement Amount. Every three
months after executing this Agreement, Applicant agrees to deposit an
additional $10,000 to the Deposit Amount, until the Applicant has
deposited the full amount of $40,000. Should the actual Reimbursement
Amount exceed the Deposit Amount, Applicant agrees to promptly pay
City any difference. Should the Reimbursement Amount be less than the
Deposit Amount, City will refund Applicant any remaining Deposit
Amount to Applicant 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. Applicant understands and agrees that
City will not pay interest to Applicant on the Deposit Amount and
Applicant will not seek such interest payments from City. Costs
associated with the Activities will be charged against the deposit amount.
The City may require Applicant to replenish the amount should the balance
fall below $5,000.
4. CitAdministrative 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. Applicant agrees that
it will pay for such costs on a monthly basis within thirty (30) days of receiving
an invoice from City.
Applicant Defhull. Should Applicant 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 'ie available to it, if Applicant 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. Comoiance with Law. Applicant 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. lnsolvenc . Receiver. Either the appointment of a receiver to take possession of
all or substantially all of the assets of Applicant, or a general assignment by
Agreement No. 5147
Applicant for the benefit of creditors, or any action taken or offered by Applicant
under any insolvency or bankruptcy action, will constitute a breach of this
Agreement by Applicant, and in such event this Agreement will automatically
cease and terminate.
9. ll tic.. 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:
Applicant at: Continental Development Corporation
Attn: Alex J. Rose
2041 Rosecrans Avenue, Suite 200
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.
10. Ac ge tance of Eacsinlilc Si natUrg , 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. carry 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 Invalift. 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. late ration., This instrument and its attachments constitute the sole agreement
between City and Applicant respecting the matters above and correctly sets forth
the obligations of City and Applicant. Any Agreement or representations
respecting the Property or its licensing by City to Applicant not expressly set forth
in this instrument are void.
Agreement No. 5147
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. AuthgriW/MgdiGqatiqn. 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 Agreement the
day and year first hereinabove written.
City of El Segundo,
Corporation,
Greg erat;r: e...._..,.�, ._�..w .. ,. �.�_.....�� ...�..
City Manager Alex j. Rose, Senior Vice President
ATTEST:
cy +l der, "
illy Clerk'
APPRO E17 AS TO FORM:
Mark D.. _
M D. Hensley, ity °torney
ee% MOM