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CONTRACT 5308 Reimbursement Agreement CLOSEDAgreement No. 5308 REIMBURSEMENT AGREEMENT This Reimbursement Agreement ( "Agreement ") is entered into as of fi:tq o f'i 2017, by and between the City of El Segundo, a general law city and muni opal corporation ( "City"), and Street Retail, Inc., a Maryland Corporation ( "Owner'). The parties agree as follows: 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 provide additional flexibility in the allowed uses in Phases 1A and 1B of Plaza El Segundo. In order to provide this flexibility Owner is proposing to eliminate the square footage limitation on certain uses in the Development Agreement and the uses permitted in the C-4 zone. Owner also seeks to add additional square footage and increase the amount of signage allowed on the property. In order to accomplish these changes Owner has submitted applications for: a Revised and Restated Development Agreement; a Zone Text Amendment to the C -4 zone; and modifications to the conditions of approval for the Plaza El Segundo Development Project (collectively, the "Project "). C. The Project requires environmental review, preparation of environmental technical reports and documents under the California Environmental Quality Act ( "CEQA "); the retention of costs of attorneys' fees; the retention and costs of professional consultants; the costs of work performed by City staff to complete a number of tasks including environmental review, zoning review, plans review for compliance with City standards, building code compliance, preparation of reports, and project management duties; the reasonable processing costs related to review and inspection of the Project; and the costs of implementing the conditions of approval (collectively, "Project Costs "). Such Project Costs are further described in Exhibit "A" attached hereto and incorporated by this reference. d. City believes it is in the public interest for Owner to pay such Project Costs. Owner understands that all work performed by the City related to the Project will be under the direction of City, but at Owners expense. City Reimbursement. Owner agrees to fully reimburse the City for the Project Costs. City has estimated the Project Costs as being $49,000 (of which $39,000 is estimated for environmental consulting services and $10,000 is estimated for contract administration services). However, the Owner acknowledges that the actual amount of such Project Costs may be different. Nonetheless, even though the actual amount of such Project Costs may be different, the Owner agrees to reimburse the City for the full amount of the actual costs of such Project Costs in the manner provided in this Agreement. City will provide Owner with an accounting of the Project Costs on a monthly basis, which accounting the Owner agrees will Agreement No. 5308 be conclusive, in the absence of manifest error. The total cost of the Project Costs, as disclosed by the accounting, is called the "Reimbursement Amount." 3. Method of Reimbursement. a. Initial De osit. Except as provided below, upon execution of this Agreement, Owner agrees to deposit with City $49,000 ( "Deposit Amount ") which represents 100 percent of the total estimated Reimbursement Amount. Costs associated with the Project will be charged against the deposit amount. 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. C. Replenishment Deposit. Whenever the Deposit Amount balance falls below $10,000, the City may request the Owner to replenish the amount ( "Replenishment Deposit "). Owner agrees to deliver a Replenishment Deposit to City within 10 business days following the City's request. 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 30 days after determining the Reimbursement Amount. 4. City Administrative 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 $10,000. Owner 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. 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 pay either the Deposit Amount or a Replenishment Deposit, or fails to fully reimburse the City for the Project Costs, 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. Term. This Agreement will terminate either: (i) 12 months from the date Owners application has been approved by the City; or (ii) when the Project has been disapproved or the application has been formally withdrawn. Disapproval of the Project or the Owners withdrawal of the application does not excuse Owner from reimbursing the City for the Project Costs incurred up to such date of disapproval or withdrawal pursuant to this Agreement. 2 Agreement No. 5308 Conflicts of Interest. Consultants'ork for City. City has sole discretion to direct the work and evaluate the performance of the employees and contractors assigned to work on the Project, and City retains the sole right to terminate or replace any such employees or contractors. Notwithstanding the fact that Owner provides funding for the performance of the reports and studies provided hereunder, such documents prepared hereunder or any approvals granted reflect the City's independent judgment, and City has no obligation to approve the Project. b. No Employment by Owner. Owner represents and warrants that: For the 12 -month period preceding the submission of its application for the Project, it has not entered into any arrangement to pay financial consideration to, and has not made any payment to, the City's consultants retained for the Project. For a period of 12 months after final resolution of Owners application for the Project, neither Owner, nor any of its representatives, agents or other persons acting in concert with Owner, shall enter into any direct financial relationship with any consultant, or with any City official, agent or employee. Nor, during such period, shall Owner propose to enter into any future relationship with the consultants, or with any City official, agent or employee. iii. It has not entered into any arrangement to pay financial consideration to, and has not made any payment to, any City official, agent or employee that would create a legally cognizable conflict of interest as defined in the Political Reform Act (California Government Code §§ 87100 et seq.). C. Communications with Consultants. Owner may only communicate with consultants retained hereunder with the permission of the City's Director of Planning and Building Safety. In no case may Owner direct consultant as to how to undertake or prepare consultant's work product. 8. Corn li nce with LgaA. 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. 9. '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. 10. Insolvenc 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 if 3 Agreement No. 5308 Owner or its successor or assign cease or fails to timely pay any amount due and payable by Owner (or its successor or assign) under this Agreement. 11. 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: Owner at: Attn: Seth Bland Street Retail, Inc. c/o Federal Realty Investment Trust 356 Santana Row, Suite 1005 San Jose, CA 95128 With a Copy to: Lisa Kranitz Wallin, Kress, Reisman & Kranitz, LLP 2800 281h Street, Suite 315 Santa Monica, CA 90405 City at: City of El Segundo Attn: Gregg McClain, Planning Manager 350 Main Street EI Segundo, CA 90245 310- 524 -2393 Either party may change its addressforthe purpose of this Section by giving written notice of the change to the other party. 12. Acce tance of Electronic Si natures, 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., .pdo form, or by facsimile transmission. Such signature will be deemed to be and treated in all respects as an original signature. 13. 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. 14, 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. 15. Inte ration. 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. 4 Agreement No. 5308 16, gonstruction. 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. 17, AuthorityModific tion, 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. 18. 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. [Signatures on following page] 5 Agreement No. 5308 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO, a municip,,41 corporation. Greg qjrpentqK City Manager ATTEST:. Tr, cy W aver„ ity Clem' APPROVED AS TO FORM: .. � r, ./. ark D. Hensley, i, Attorney - M STREET RETAIL, INC., a Maryland Corporation jeffr,S k Vice President — Western egoon {If Corporation or similar entity, needs two officer signatures or evidence that one signature binds the company} Rev 2/2017