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CONTRACT 5305 Reimbursement Agreement CLOSED Agreement No. 5305 REIMBURSEMENT AGREEMENT This Reimbursement Agreement ("Agreement") is entered into as of December 29, 2016 by and between the City of El Segundo, a general law city and municipal corporation ("City"), and CDC Mar Retail 1 LLC, a California Limited Liability Company ("Applicant/Developer"), who agree as follows: 1. Recitals. This Agreement is made with reference to the following facts and circumstances: a. The Applicant/Developer filed an application to build a new approximately 79,500 gross square-foot retail center at the south side of El Segundo Boulevard between Nash Street and Continental Boulevard (the "Project") and such Project requires specific plan compliance review before the Planning Commission. b. Applicant/Developer is seeking to develop a market, a drugstore, restaurants, retail and office uses on the property which is currently developed as a surface parking lot for Raytheon Corporation. C. In order for Applicant/Developer to accomplish such development, City must assign certain City staff or consultants to complete a number of tasks including zoning review, plans review for compliance with City standards, building code compliance, preparation of reports, and project management duties (collectively, "Services") which will exceed the capacity of the current city staff. Such Services are further described in Exhibit "A" attached hereto and incorporated by this reference. d. City believes it is in the public interest for Applicant/Developer to pay for such Services. 2. City Reimbursement. City estimated the cost of completing the Services as being approximately $30,000 (of which $3,000 is estimated for City Administrative Costs). However,the Applicant/Developer 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/Developer agrees to reimburse the City for the full amount of such actual costs in the manner provided in this Agreement. Upon completion of the Services, City will provide Applicant/Developer with an accounting of those costs, which accounting the Applicant/Developer agrees will be conclusive, in the absence of manifest error. The total of the costs,as disclosed by the accounting, is called the"Reimbursement Amount." 3. Method of Reimbursement. a. Except as provided below, upon execution of this Agreement, Applicant/Developer agrees to deposit with City $30,000 ("Deposit Agreement No. 5305 Amount") which represents 100 percent of the estimated Reimbursement Amount. Should the actual Reimbursement Amottnt e,Xceed the Deposit Amount,Applicant/Developer agrees to promptly pay City any difference. Should the Reimbursement Amount be less than the Deposit Amount, City will refund Applicant/Developer any remaining Deposit Amount to Applicant/Developer within 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/Developer understands and agrees that City will not pay interest to Applicant/Developer on the Deposit Amount and Applicant/Developer will not seek such interest payments from City. Costs associated with the Services will be charged against the deposit amount. The City may require Applicant/Developer to replenish the amount should the balance fall below$5,000. 4. City Administrat'ivc Costs. Administrative costs incurred by City, including, without limitation, staff time, legal costs, fees and services, must be reimbursed on a time and materials basis based on current City reimbursement rates.As described in Section 2 above, it is currently estimated that such administrative costs will total $3,000. Applicant/Developer acknowledges that such amount is an estimate only and that the actual administrative costs may be more or less than such amount.Such costs will be deducted by City from the Deposit Amount on a monthly basis. 5. Aoi licant/Developer Default. Should Applicant/Developer 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 Applicant/Developer 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. C.omtfliance with Law. Applicant/Developer 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. Insolvencv. Deceiver. Either the appointment of a receiver to take possession of all or substantially all of the assets of Applicant/Developer, or a general assignment by Applicant/Developer for the benefit of creditors, or any action taken or offered by Applicant/Developer under any insolvency or bankruptcy action,will constitute a breach of this Agreement by Applicant/Developer, and in such event this Agreement No. 5305 Agreement will automatically cease and terminate if Applicant/Developer or its successor or assign cease or fails to timely pay any amount due and payable by Applicant/Developer(or its successor or assign)under this Agreement. 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 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/ Developer at: Allan W. Mackenzie, President CDC Mar Retail 1 LLC 721 N Douglas Street El Segundo,California 90245 310-787-4730 City at: City of El Segundo Attn: Gregg McClain,Planning Manager 350 Main Street El Segundo, CA 90245 310-524-2393 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 electronic mail in "portable document format" (i.e., .pdf) form, or by facsimile transmission. Such signature will be deemed to be and treated in all respects as an original signature. 11. Governing Law.. This Agreement is 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. Interation. This instrument and its attachments constitute the sole agreement between City and Applicant/Developer respecting the matters above and correctly sets forth the obligations of City and Applicant/Developer. Agreement No. 5305 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. Autliority/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. The City's 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. [Below this line intentionally left blank] Agreement No. 5305 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. City of El Segundo, CDC Mar Retail 1 LLC a municipal corporation. A California Limited Liability Company Vq Greg i pen i, City Manager Allan W.Mackenzie, President ATTEST: Tra yam. c City Clc��° � ( qE] APPROVED AS TO FORM: Mailk D. 1-lenslcy, City Attorney Agreement No. 5305 EXHIBIT"A" DESCRIPTION OF SERVICES CSG Consultants, Inc. Scope of Work The tasks performed by CSG in providing planning services to the City of El Segundo may include the following: •Conduct project site visits and communicate directly with applicants regarding the specific requirements and/or information necessary to process applications; •Review and determine completeness of applications received; •Review proposed development plans for compliance with city's general plan,zoning regulations, and any applicable design guidelines or specific plan requirements; •Coordinate the city's interdepartmental review of proposed projects; •Meet with applicants to discuss their projects and any suggested design changes,as necessary; •Prepare initial studies and negative declarations or mitigated negative declarations pursuant to the requirements of the California Environmental Quality Act(CEQA); •Process,supervise and review environmental impact reports(EIRs),subsequent EIRs, supplemental EIRs,or EIR addendums prepared by other consultants; •Prepare staff reports,including conditions of approval,for consideration and action by the Planning Commission and City Council; •Prepare Planning Commission and City Council resolutions and/or ordinances related to proposed development projects and CEQA document certification; •Prepare other documents related to Planning Commission and City Council decisions relevant to development projects; •Prepare and coordinate the posting,publication and mailing of all required public notices; •Coordinate the distribution of project-related documents to outside agencies,as required; •Schedule and assist in conducting public workshops and scoping meetings,as deemed necessary; •Schedule and assist in conducting public hearings before the Planning Commission and City Council; *Coordinate the preparation and filing of all required notices with the State Clearinghouse and/or County Clerk;and •Review plans for building permits,grading permits,and other permits related to specified projects within the scope of a task order.