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CONTRACT 5383 Reimbursement Agreement CLOSED Agreement No. 5383 REIMBURSEMENT AGREEMENT This Reimbursement Agreement("Agreement") is entered into as of W;:b �,2017, by and between the City of EI Segundo, a general law city and municipal corporation ("City"), and Los Angeles Kings Hockey Club, a California Limited Liability Partnership ("Applicant/Developer"). The parties agree as follows: 1. Recitals. This Agreement is made with reference to the following facts and circumstances: a. The ApplicanttDeveloper filed an application for a parking demand study requiring peer review by the City's consultant that enable the Applicant to undertake Tenant Improvements to an existing build occupied by the Applicant and adding an additional 6,000 square-foot of office space at 555 North Nash Street(the"Project"). b. 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. C. City believes it is in the public interest for Applicant/Developer to pay such Project Costs.Applicant/Developer understands that all work performed by the City related to the Project will be under the direction of City, but at Applicant/Developer's expense. 2. Cltv Reimbursement. Applicant/Developer agrees to fully reimburse the City for the Project Costs. City has estimated the Project Costs as being $10,500. This amount includes the Peer Review of the Parking Demand Study submitted by the Applicant to be performed by the City's consultant Kimley-Horn in the amount of $3,500.00 as described In Exhibit "A" and City Administrative Costs to oversee consultant's work plus staff and attorney time for project management. However, the Applicant/Developer 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 Applicant/Developer 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 Applicant/Developer with an accounting of the Project Costs on a monthly basis, which accounting the Applicant/Developer agrees will 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. I Agreement No. 5383 a. Initial Deposit. Except as provided below, upon execution of this Agreement, Applicant/Developer agrees to deposit with City $10,500 ("Deposit Amount") which represents 100 percent of the total estimated Reimbursement Amount. Costs associated with the Project will be charged against the deposit 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. C. Replenishment De000sit.Whenever the Deposit Amount balance falls below $5,000, the City may request the Applicant/Developer to replenish the amount("Replenishment Deposit"). Applicant/Developer agrees to deliver a Replenishment Deposit to City within 10 business days following the City's request. d. Should the actual Reimbursement Amount exceed 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. 4. gLity 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 $10,500.00. 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. A, plicant/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 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 Applicant/Developer's application has been approved by the Citv. buildino ermi issuance or buildinq permit final; or(ii)when the Project has been disapproved or the application has been formally withdrawn. Disapproval of the Project or the Applicant/Developer's withdrawal of the application does not excuse Applicant(Developer from reimbursing the City for the Project Costs incurred up to such date of disapproval or withdrawal pursuant to this Agreement. 1) Agreement No. 5383 7. Conflicts of Interest. a. Consultants Work 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 Applicant/Developer 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 Aoolicant/Develoner, Applicant/Developer represents and warrants that: i. For the 12-month period preceding the submission of its application for the Project, it has not entered into any arrangement to pay finance consideration to, and has not made any payment to, the City's consultants retained for the Project. ii. For a period of 12 months after final resolution of Applicant/Developer's application for the Project, neither Applicant/Developer, nor any of its representatives, agents or other persons acting in concert with Applicant/Developer, shall enter into any financial relationship with any consultants, or with any City official, agent or employee. Nor, during such period, shall Applicant/Developer 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. Applicant/Developer may only communicate with consultants retained hereunder with the permission of the City's Director of Planning and Building Safety. In no case may Applicant/Developer direct consultant as to how to undertake or prepare consultant's work product. 8. Compliance! 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. 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, Insolvency: Receiver. 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 3 Agreement No. 5383 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 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. 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: Applicant/ Developer at: Los Angeles Kings Hockey Club, LLP Attn: Kelly Cheeeman, Chief Operating Officer 555 North Nash Street EI Segudo, CA 90245 310-535-4500 City at: City of EI Segundo Attn: Gregg McClain, Planning Manager 350 Main Street EI 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. 12. Acceotance of Electronic 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., .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. Integration. 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. 4 Agreement No. 5383 16, 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. 17. Authorltv/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. 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. 5383 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO, LOS ANGELES KINGS HOCKEY. GJgCerter, r1ty Manager K I y Cheeea�r„ Chief Operating Officer ATTEST: Tray Weav t, Cit Cierk APPROVED AS TO FORM: Ma D. Hensley, ty A orney {If Corporation or similar entity,needs two officer signatures or evidence that one signature binds the company} 6 Agreement No. 5383 EXHIBIT"A" PROPOSAL FOR PEER REVIEW OF PARKING STUDY 7 Agreement No. 5383 Kimley>>> orn March 27,2017 Mr.Louis Morales City of El Segundo 350 Main Street EI Segundo,CA 90245 Re: Proposal to Provide a Peet Review of the ParkingAnalysis for the Toyota Sports Center Project in the City of El Segundo Dear Mr.Morales: KimleyHorn and Associates,Inc.is pleased to submit this proposal to the City of El Segundo to provide a third-party peer review of the Parking Analysis for the Toyota Sports Center Project in the City of EI Segundo. Our project understanding,scope of services,schedule, and fee are presented below. Project Understanding The City has requested an independent review of the Parking Analysis prepared for the Toyota Sports Center project (Crain & Associates; March, 2017). Toyota Sports Center proposes to construct 6,000 square feet of new office space at their Toyota Sports Center facility, with no increase In site parking. A parking survey was conducted to measure existing parking utilization,and an analysis of the data was provided to demonstrate that no additional parking would be needed for the proposed office addition. Our proposed Scope of Services and fee to provide peer review services are provided below. Scope of Services • Obtain a complete copy of the Parking Analysis for the project,including all report text,figures and tables,data,and all technical appendices. In addition,obtain a copy of the "Parking Occupancy Survey for Toyota Sports Center," prepared by Crain& Associates in April,2011. • Review the parking data,analysis assumptions,calculations,and analysis results for completeness and accuracy. • Participate in one project meeting or conference call,if requested by the Client. r Agreement No. 5383 Mr.Louis Morales,March 27,2017,Page 2 * Provide written comments identifying any issues with the Parking Analysis. * Provide a second review of the revised analysis,limited to review of the changes made in response to our comments. Services Not Included The scope and fee presented here assume review of one version of the Parking Analysis,and one revised version of the study,to the extent that no new analysis or data is included in the revised report,and that our review is limited to the revisions made to address our comments. If the revised report contains additional analysis,or analysis of a revised project,additional fee for peer review will be required. Any services not mentioned in the above scope of services are not included in this Agreement Any services not specifically provided for in the above scope,as well as any changes in the scope the Client requests,will be considered additional services and will be performed at our then current hourly rates. Additional services we can provide include,but are not limited to,the following: • Collection of parking data and any technical analysis; • Review of a revised or additional parking analysis other than revisions made to address our comments; • Attendance at additional project meetings or public hearings. Information Provided by Client The following information shall be provided by the Client. We shall be entitled to rely on the completeness and accuracy of all information provided by the Client. • A full copy of the Parking Analysis to be reviewed, including technical appendices. • A copy of the"Parking Occupancy Survey for Toyota Sports Center," Crain& Associates,April,2011 Schedule We are prepared to begin immediately upon receipt of notice to proceed. We will submit our written comments and mark-ups within one week of receipt of the requested project information and the completed Parking Analysis. „„. „ ,� , 1 • = Agreement No. 5383 Mr.Louis Morales,March 27,2017,Page 3 Fee and Billing KHA will perform the Peer Review of the Parking Analysis,assumptions,calculations, and findings for a lump sum fee of$3,500. If you concur in all the foregoing and wish to direct us to proceed with the services, please sign below indicating so and return. This proposal is valid for sixty(60)days after the date of this letter. We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Sincerely, KIM LEY-HORN AND ASSOCIATES,INC. By: Serine Ciandella Senior Vice President