CONTRACT 5753 Reimbursement Agreement CLOSEDAgreement No. 5753
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ("Agreement") is entered into as of j" + _-L, 2019,
by and between the City of EI Segundo, a general law city and municipal corporation
("City"), and 2300 Imperial, LLC ("Applicant"). The parties agree as follows:
1. Recitals. This Agreement is made with reference to the following facts and
circumstances:
a. The Applicant filed an application for a Lot Line Adjustment to reconfigure
property lines at an existing office development located at 2300 E. Imperial
Highway (APN 4138-001-009) and 2310 E. Imperial Highway (APN 4138-
001-008) (the "Project").
b. The Project requires environmental review, and the preparation of
environmental 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 any conditions of approval (collectively, "Project
Costs").
C. 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, itv Reimbursement. Applicant agrees to fully reimburse the City for the Project
Costs. City has estimated the Project Costs as being $10,000.00. 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."
3. Method of Reimbursement.
a. Initial Deposit. Except as provided below, upon execution of this
Agreement, Applicant agrees to deposit with City $10,000.00 ("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
Agreement No. 5753
City will not pay interest to Applicant on the Deposit Amount and Applicant
will not seek such interest payments from City.
C. ReoUenishment Deposit. Whenever the Deposit Amount balance falls below
$2,000, 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.
4. Citv 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.
5. olicant/Develooer (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.
6. Term. This Agreement will terminate either (i) 12 months from the date Applicant's
application has been approved by the City, building permit issuance or building
permit final; or (ii) when the Project has been disapproved or the application has
been formally withdrawn. Disapproval of the Project or the Applicant withdrawal
of the application does not excuse Applicant from reimbursing the City for the
Project Costs incurred up to such date of disapproval or withdrawal pursuant to
this Agreement.
7. Compliance with Law. Applicant 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.
8. 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.
9. Inolvencv: Receiver. 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
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Agreement No. 5753
any amount due and payable by Applicant (or its successor or assign) under this
Agreement.
10. 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: 2300 Imperial, LLC
Attn: Charles Kenworthy
9922 Jefferson Blvd.
Culver City, CA 90232
310-989-1181
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.
11. 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., .pdf) form, or by facsimile
transmission. Such signature will be deemed to be and treated in all respects as
an original signature.
12. 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.
13. 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.
14. 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.
15. 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.
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Agreement No. 5753
16. AuthoritvIMod ifi cation. 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.
17. 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]
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Agreement No. 5753
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written. A
CITY OF EL SEGUNDO,
a muni 'pal corporation.
CIO
i OITT M 1'54 N 'l -;Ci :y Manager
ATTEST:
Tracy Weaver, City Clerk
APPROVED AS TO FORM:
for
Mark
Mark D. Hensley, ttorney
2300 Ipe rap, LLC
A Dela_i Limited Liability Company
By:
Chary � worthy, Manager
{If Corporation or similar entity, needs two officer signatures or evidence that one signature
binds the company}
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Agreement No. 5753
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of r�
On '1� before me,�"Z CSL � Gt(. Y i CSV " t 1 ,t it
Date Here Insert Na e and Title of the fficer
personally appearedchRS 6 �Q
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
NAZELIKHACHATRYAN
NotaryPublic- California
.r Los Angeles County'
Commission 02210203
My Comm. Expires Aug 14, 2021
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hanMnaof
I.
Signature
taryPub `c
Place Notary Seal Above
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Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
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❑ Other:
Signer Is Representing:
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❑ Corporate Officer — Title(s):
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