CONTRACT 5183 Reimbursement Agreement CLOSEDAgreement No. 5183
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ( "Agreement "') is entered into as of JWJS , it
2015 by and between the City of El Segundo, a general law city and municipal.
corporation (`City"), and Rubicon l hacienda, LRC, a Delaware Limited Liability
Company ("Owner"), who agree as follows;
1. & ", a. This Agreement is made with reference to the following facts and
circumstances:
a. Owner owns real properties generally located at 475 and 525 North
Sepulveda Boulevard in City's jurisdiction.
b. On October 9, 2014, Owner received City approval (Planning Commission
Resolution No. 2760) for alcohol operations and off -site parking for a
renovated hotel at 475 North Sepulveda Boulevard. The hotel renovation
includes a 6,640 square-foot building addition
C. The building addition to the existing hotel requires the owner to pay
development impact fees pursuant to City Council Resolution No. 4443.
The adopted resolution states that fees are calculated on a square foot basis
for new building area unless trip generation projections have been
prepared for a project. Trip generation projections were not prepared for
the project as part of the City entitlement process.
CL Owner desires the required impact fee to be calculated based on specific
project trip generation. Owner has submitted trip generation projections
completed by a traffic consultant retained by the Owner.
C. Currently, the City does not have sufficient staff available to fully evaluate
the accuracy of the submitted trip generation projections. Accordingly,
City must retain a traffic consultant who will assist staff in completing a
peer review of the Owner - submitted trip generation projections for°
compliance with City standards and evaluate the accuracy of the analysis
and project management duties (collectively, "Services ").
f. City believes it is in the public interest for Owner to pay for such Services.
2. City Ee, igtr _ t x fit. City has estimated the costs and expenses of completing the
Services as being approximately $3,750 (of which $2,750 is estimated for traffic
consulting services and $1,000 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
Agreement No. 5183
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 $3,750 ( "Deposit Amount "') which represents
one hundred percent (1001%) 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. 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. City AdMhn-i--st-r-a-tJ-y-c-L=, Administrative costs incurred by City, including,
without limitation, staff time, fees and services, must be reiaribursed 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.
5. Q� ner l: ef` a �. Should Owner fail to perform any of its obligations under this
A,groement, 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, g,nce with :haw.. 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.. i'aiver ot" lda .a 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.
$• lnlQ vc cy 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.
Agreement No. 5183
9. otice. 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: Rubicon B. Hacienda, LLC
Attn: Sean Lavelle
525 N. Sepulveda Boulevard
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. Aoce " 1~ le Si ate 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 email transmission. Such email signature will be treated in all
respects as having the same effect as an original signature.
11. v rni aw. 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 In°yalidi y, 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. me ratt rl. 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. Mrtaon. 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.
Agreement No. 5183
IS. AuthoritvZMALfication. The Parties represent and warrant that all necessary action
has been taken by the P'na-ties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreeinent may be
modified by written amendment, City's city manager, or designee, may execute
any such amendment on behalf of C ity.
16• Countgparts. 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.
[Signatures follow]
Agreement No. 5183
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
City of El Segundo,
Tracy Weaver, ty Cleric
APPROVED AS TO FORM:
By: t'' tot
Mark D. Hensley, & —Xt—t—omey
P= Planning uMing SaR anniq • OWConsultant Ping ScrvicesuDnvirom nW Consult&M$U oimbu=mcnt
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