CONTRACT 5668 Reimbursement Agreement CLOSED Agreement No. 5668
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ("Agreement") is entered into as of March ' 2019,
by and between the City of EI Segundo, a general law city and municipal corporation
("City"), and Smoky Hollow Industries, LLC, a California Limited Liability Company
("Applicant"). The parties agree as follows:
1. Recitals. This Agreement is made with reference to the following facts and
circumstances:
a. Applicant intends to develop real property located at 140 Oregon Street in
City's jurisdiction, as described on Exhibit A which is incorporated by
reference.
b. Applicant proposes to add 60,000 square feet to an existing structure that
was built over 50 years ago on the subject property. (the "Project")
C. Applicant has filed an application that will require a Variance and a
Development Agreement to exceed the maximum permitted height of 50
feet in the Smoky Hollow East (SHE) zoning district within the Smoky
Hollow Specific Plan (the "Project").
d. The Project requires that the existing structure first be evaluated to
determine if it is a significant historic resource according to the California
Environmental Quality Act("CEQA").The project also requires the retention
and costs of professional consultants; the retention and costs of attorneys'
fees; the costs of work performed by City staff to complete a number of
tasks including plans review of consultant reports, environmental review,
preparation of reports, development of potential mitigation measures and
project management duties (collectively, "Project Costs").
e. City believes it is in the public interest for Applicant to pay such Project
Costs.Applicant understands that all work performed by the City related to
the Project will be under the direction of City, but at Applicant's expense.
2. Citv Reimbursement. Applicant agrees to fully reimburse the City for the Project
Costs. City has estimated the Project Costs as being $20,000. This amount does
not include the consulting services to determine the existing building is a historic
resource, and/or other environmental review, plus other additional City
Administrative Costs. However, the Applicant 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 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 with an
accounting of the Project Costs on a monthly basis,which accounting the Applicant
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."
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Agreement No. 5668
3. City has No Oblioation to Aoorove Proiect.. By signing this Agreement, Applicant
acknowledges and understands that this Agreement in no way obligates the City to
approve any of the entitlements or environmental documents for the Project. The
City and its elected and appointed officials retain sole discretion to either approve or
deny any of the environmental documents or entitlements that are the subject of this
Agreement and needed to effectuate the Project.
4. Method of Reimbursement.
a. Initial Deoosit. Except as provided below, upon execution of this
Agreement, Applicant agrees to deposit with City $20,000 ("Deposit
Amount") which represents 100 percent of the total estimated
Reimbursement Amount. Costs associated with the Project will be charged
against the deposit amount.
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.
C. Reolenishment Deposit.Whenever the Deposit Amount balance falls below
$5,000, the City may request the Applicant to replenish the amount
("Replenishment Deposit"). Applicant 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 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 30 days after
determining the Reimbursement Amount.
5. 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. Such costs will be
deducted by City from the Deposit Amount on a monthly basis.
6. Anolicant Default. 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 be available to it, if Applicant 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.
7. Term. This Agreement will terminate either: (i)24 months from the date Applicant's
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 Applicant's withdrawal of the application does not excuse Applicant
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from reimbursing the City for the Project Costs incurred up to such date of
disapproval or withdrawal pursuant to this Agreement.
8. Compliance with Law. Applicant will, at its sole cost and expense, comply with all
R 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. Insolvencv, Deceiver. Either the appointment of a receiver to take possession of
all or substantially all of the assets of Applicant, or a general assignment by
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 if Applicant or its successor or assign cease or fails to timely pay
any amount due and payable by Applicant (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 at: Mark Telesz
Smoky Hollow Industries, LLC
612 East Franklin Avenue
EI Segundo, CA 90245
(310) 616-5040, extension no. 1
Property Owner: Lee S. Segal, Managing General Partner
Limo Management, LLC
2221 S. Barry Ave., Suite 200
Los Angeles, CA 90064
(310) 748-5777
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. Acceptance of Electronic Sianatures. The Parties agree that agreements ancillary
to this Agreement and related documents to be entered into in connection with this
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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.
13. Governinq 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 Invaliditv. 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 respecting the matters above and correctly sets forth
the obligations of City and Applicant.
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. AuthoritvlModification. 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. Counterprts. 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]
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Agreement No. 5668
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written.
City of El Segundo, Smoky Hollow Industries, LLC
a Municipal Corporation. A California Limited Liability Company
4Greg +arpenr, oftyManager Dark Telesz, Managing Member
ATTEST:
ITra yy YWeaver, Clerk
APPROVED AS TO FORM,
V \ � for
Mark D. Hensley,4ttorney
{If Corporation or similar entity, needs two officer signatures or evidence that one signature
binds the company)
Rev 2/2019
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o. 5668
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