THIRD AMENDMENT TO REIMBURSEMENT AGREEMENT
This Third Amendment to Reimbursement Agreement ("the Amendment") is made and entered into as of the 1991 day of December, 2017, ( the " Effective Date"), by and between the CITY OF REDONDO BEACH, a chartered city and municipal corporation (" City"), and South Bay Associates SPE, LLC a Delaware limited liability company ("Developer").
RECITALS
A. Developer is the owner of a shopping center known as the South Bay Galleria in the City of Redondo Beach and it proposes to redevelop into a mixed- use development including retail, hotel and residential uses (" Proposed Project"); and B. The City and the Developer have entered into a " Reimbursement Agreement," dated as of December 16, 2014, which sets forth the terms and conditions for Developer to reimburse costs incurred by City to fund the environmental review and the review, preparation and processing of all required entitlements for the Proposed Project; and
C. The City and the Developer entered into a First Amendment to the Reimbursement Agreement on April 5, 2016 to modify the reimbursable costs; and D. The City and the Developer entered into a Second Amendment to the Reimbursement Agreement on March 21, 2017 to modify the reimbursable costs; and E. The City and the Developer need to further amend the reimbursable costs to account for an increase in work.
NOW, THEREFORE, the City and Developer hereby agree to amend the Reimbursement Agreement as follows:
1. Exhibit A. The reimbursable cost for Environmental Science Associates (" ESA") shall increase from $ 694,547 to $ 926, 147, reflecting the increase amount of $ 231, 600. The reimbursable cost for Sohagi Law Group shall increase from 300, 000 to $ 450, 000. In addition, the reimbursable cost for the City' s Administrative Costs shall increase from $ 104, 182 to $ 206,422. An amended Exhibit A reflecting these amendments is attached hereto and incorporated herein by this reference.
2. No Further Changes. Except as expressly provided herein, nothing in this Amendment shall be deemed to waive or modify any of the other provisions of the GttRrr4,
6 Reimbursement Agreement. In the event of any conflict between this Amendment and the Reimbursement Agreement, the terms of this Amendment shall prevail. Unless otherwise expressly provided in this Amendment, capitalized terms used in this Amendment shall have the same meanings as in the Reimbursement Agreement.
3. City Council Authority and Responsibility. Nothing in this Amendment or the Reimbursement Agreement, or any previous amendments between the Parties, should be construed to delegate or otherwise limit the City Council' s discretionary authority to approve, disapprove, or elect not to proceed with the Proposed Project or any associated future agreements. Nothing in this Amendment or the Reimbursement Agreement, or any previous amendments between the Parties, should be construed to delegate or otherwise limit the City Council' s responsibilities under CEQA, including, but not limited to, the consideration of any feasible alternatives and mitigation measures that may be developed during CEQA review.
SIGNATURES ON FOLLOWING PAGES
Page2of5
dp EYr ATTORNEYS' ON
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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the Effective Date.
CITY:
CITY OF REDONDO BEACH,
a Chartered City and Municipal
Corporation
William Brand, Mayor
APPROVED AS TO FORM:
Micha I W. Webb, City Attorney
AT ST:
I I i,/ p.
Eleanor Manzano, City ' Pk
P.E004 B
dOTY4TIORREYg-
DEVELOPER:
SOUTHBAY ASSOCIATES SPE, LLC,
a Delaware Limited Liability Company
By: South Bay Associates, a California
limited partnership, its sole member
By: Forest Bay, Inc., an Ohio
corporation, its general partner
By: s
Title: v' P .
Page4of5
uan F: rcnnea
DEVELOPER:
SOUTHBAY ASSOCIATES SPE, LLC,
a Delaware Limited Liability Company
By: South Bay Associates, a California
limited partnership, its sole member
By: Forest Bay, Inc., an Ohio
corporation, its general partner
By:
Title:
QanWRVS now+eYs
AMENDED EXHIBIT A TO REIMBURSEMENT AGREEMENT
Summary of Developer Reimbursable Costs
Service Provider of Service Estimated Cost of Service
CEQA Consultant ESA 926, 147
CEQA and Land Use Sohagi Law Group 450, 000
Legal Counsel
City Administrative Costs City of Redondo Beach 206, 422 15 percent
TOTAL REIMBURSABLE COSTS 1, 582, 569
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JpH TORNEys
SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT
This Second Amendment to Reimbursement Agreement(" the Amendment") is made and entered into as of the 21s' day of March, 2017, (the "Effective Date"), by and between the CITY OF REDONDO BEACH, a chartered city and municipal corporation (" City'), and South Bay Associates SPE, LLC a Delaware limited liability company(" Developer").
RECITALS
A. Developer is the owner of a shopping center known as the South Bay Galleria in the City of Redondo Beach and it proposes to redevelop into a mixed- use development including retail, hotel and residential uses ("Proposed Project"); and B. The City and the Developer have entered into a " Reimbursement Agreement," dated as of December 16, 2014, which sets forth the terms and conditions for Developer to reimburse costs incurred by City to fund the environmental review and the review, preparation and processing of all required entitlements for the Proposed Project; and
C. The City and The Developer entered into a First Amendment to the Reimbursement Agreement on April 5, 2016 to modify the reimbursable costs; and D. The City and the Developer need to further amend the reimbursable costs to account for an increase in work.
NOW, THEREFORE, the City and Developer hereby agree to amend the Reimbursement Agreement as follows:
1. Exhibit A. The reimbursable cost for Environmental Science Associates (" ESA") shall increase from $ 413,099 to $ 694, 547, reflecting the increase amount of $ 281, 448. The reimbursable cost for Sohagi Law Group shall increase from 150, 000 to $ 300,000. In addition, the reimbursable cost for the City's Administrative Costs shall increase from $ 61, 965 to $ 104, 182. An amended Exhibit A reflecting these amendments is attached hereto and incorporated herein by this reference.
2. No Further Changes. Except as expressly provided herein, nothing in this Amendment shall be deemed to waive or modify any of the other provisions of the Reimbursement Agreement. In the event of any conflict between this Amendment and the Reimbursement Agreement, the terms of this Amendment shall prevail. Unless otherwise expressly provided in this Amendment, capitalized terms used in this Amendment shall have the same meanings as in the Reimbursement Agreement.
3. City Council Authority and Responsibility. Nothing in this Amendment or the Reimbursement Agreement, or any previous agreements between the Parties, should be construed to delegate or otherwise limit the City Council' s discretionary authority to approve, disapprove, or elect not to proceed with the Proposed Project or any associated future agreements. Nothing in this Amendment or the Reimbursement Agreement, or any previous agreements between the Parties, should be construed to delegate or otherwise limit the City Council' s responsibilities under CEQA, including, but not limited to, the consideration of any feasible alternatives and mitigation measures that may be developed during CEQA review.
SIGNATURES ON FOLLOWING PAGES
5f
l
DEVELOPER:
SOUTHBAY ASSOCIATES SPE, LLC,
a Delaware Limited Liability Company
By: South Bay Associates, a California
limited partnership, its sole member
By: Forest Bay, LLC, an Ohio limited liability
partnership, successor by conversion to Forest
Bay, Inc., an Ohio corporation, its general partner
c.
By ' 2)lt — cJ
Name: Duane F. Bishop, Jr.
Title: Vice President
AMENDED EXHIBIT A TO REIMBURSEMENT AGREEMENT
Summary of Developer Reimbursable Costs
Service Provider of Service Estimated Cost of Service
CEQA Consultant ESA 694, 547
CEQA and Land Use Sohagi Law Group 300, 000
Legal Counsel
City Administrative Costs City of Redondo Beach 104, 182 15 percent
TOTAL REIMBURSABLE COSTS 1, 098,729
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the Effective Date.
CITY:
CITY OF REDONDO BEACH,
a Chartered City and Mur cipal
Corporation , /
Steve Aspel, ; ayo
APPROVED AS TO FORM:
MichaelAttorney
AEST:
ElleanorMaMannzzano, City
Page3of5 t- =
i ' Ly
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT
This First Amendment to Reimbursement Agreement ("the Amendment") is made and entered into as of the 5TH day of April, 2016, (the "Effective Date"), by and between the CITY OF REDONDO BEACH, a chartered city and municipal corporation (" City"), and South Bay Associates SPE, LLC a Delaware limited liability company ("Developer").
RECITALS
A. Developer is the owner of a shopping center known as the South Bay Galleria in the City of Redondo Beach and it proposes to redevelop into a mixed- use development including retail, hotel and residential uses ("Proposed Project"); and B. The City and the Developer have entered into a " Reimbursement Agreement," dated as of December 16, 2014, which sets forth the terms and conditions for Developer to reimburse costs incurred by City to fund the environmental review and the review, preparation and processing of all required entitlements for the Proposed Project; and
C. The City and the Developer originally estimated the reimbursable cost of the CEQA Consultant at $ 350,400 but that amount needs to be amended to account for an increase in work.
NOW, THEREFORE, the City and Developer hereby agree to amend the Reimbursement Agreement as follows:
1. Exhibit A. The reimbursable cost for Environmental Science Associates (" ESA") shall increase from $ 350,400 to $ 413,099, reflecting the increase amount of$ 62, 699. In addition, the reimbursable cost for the City's Administrative Costs shall increase from $ 52, 560 to $ 61, 965. An amended Exhibit A reflecting these amendments is attached hereto and incorporated herein by this reference.
2. No Further Changes. Except as expressly provided herein, nothing in this Amendment shall be deemed to waive or modify any of the other provisions of the Reimbursement Agreement. In the event of any conflict between this Amendment and the Reimbursement Agreement, the terms of this Amendment shall prevail. Unless otherwise expressly provided in this Amendment, capitalized terms used in this Amendment shall have the same meanings as in the Reimbursement Agreement. zdad.- 4
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MAI
3. City Council Authority and Responsibility. Nothing in this Amendment or the Reimbursement Agreement, or any previous agreements between the Parties, should be construed to delegate or otherwise limit the City Council' s discretionary authority to approve, disapprove, or elect not to proceed with the Proposed Project or any associated future agreements. Nothing in this Amendment or the Reimbursement Agreement, or any previous agreements between the Parties, should be construed to delegate or otherwise limit the City Council's responsibilities under CEQA, including, but not limited to, the consideration of any feasible alternatives and mitigation measures that may be developed during CEQA review.
SIGNATURES ON FOLLOWING PAGES
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the Effective Date.
CITY:
CITY OF REDONDO BEACH,
a Chartered City . d Municipal
Corporation
271 e l._%1 ayor
APPROVED AS TO FORM:
Michael W. Webb, City Attorney
ATT ST:
AAA e
Eleanor Manzano, City ' rrK
r W-. .
DEVELOPER:
SOUTH BAY ASSOCIATES SPE, LLC, a Delaware
limited liability company
By: FC QIC South Bay Galleria JV, LLC, a Delaware
limited liability company, its sole member
By: PC South Bay Galleria Operator, LLC, a Delaware
limited liability company, its managing member
By: ca
Name: Duane P. Bishop, Jr.
Title: Vice President
DEVELOPER:
SOUTHBAY ASSOCIATES SPE, LLC,
a Delaware Limited Liability Company
By: South Bay Associates, a California
limited partnership, its sole member
By: Forest Bay, Inc., an Ohio
corporation, its general partner
By:
Title:
Page4of5
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Administrative Report
Council Action Date: April 5, 2016
To: MAYOR AND CITY COUNCIL
From: AARON JONES, COMMUNITY DEVELOPMENT DIRECTOR
Subject: SECOND AMENDMENT TO CONTRACT WITH ENVIRONMENTAL
SCIENCE ASSOCIATES ( ESA) AND FIRST AMENDMENT TO
REIMBURSEMENT AGREEMENT WITH SOUTH BAY ASSOCIATES
SPE FOR ENVIRONMENTAL REVIEW CONSULTING SERVICES
ASSOCIATED WITH THE SOUTH BAY GALLERIA PROJECT
RECOMMENDATION
Approve second amendment to the consulting services contract with Environmental Science Associates ( ESA) and first amendment to the reimbursement agreement with South Bay Associates SPE for environmental review services associated with the South Bay Galleria Project, and Authorize the Mayor to execute signature on all required documents.
EXECUTIVE SUMMARY
On December 16, 2014, the City Council approved a contract with Environmental Science Associates ( ESA), an environmental consulting firm, to prepare all required environmental documentation for the South Bay Galleria Project. Scope of work includes a full Project Environmental Impact Report ( EIR) and contract planning services. On December 15, 2015, the City Council approved an amendment to extend the term of the contract through December 31, 2016. A corresponding reimbursement agreement with the project developer, South Bay Associates SPE, was approved at the same meeting to cover all costs associated with the environmental review.
As a result of the Initial Study preparation and feedback from the public scoping meeting, a determination has been made that there are additional areas of review required which will be beyond the current approved scope of work. This contract amendment will expand the scope of work and include the associated costs. All work performed to date is within the scope and cost of the original contract. Should the City Council approve the requested amendments, additional work and technical studies will be commenced. All additional costs will be paid by the project developer under the proposed terms of the amended reimbursement agreement.
The City Attorney' s Office has prepared the necessary contract and reimbursement agreement amendments between the City, ESA, and South Bay Associates SPE.
Administrative Report April 5, 2016
Second Amendment ESA Consultant Services Contract
BACKGROUND
The South Bay Galleria property owners are seeking to redevelop the site. The proposed development requires preparation of an EIR and additional staff and legal resources to review and process the project. The City Council approved the environmental consulting services contract and related reimbursement agreement on December 16, 2014, and extended the contract term through December 31, 2016.
The contract with ESA includes the full scope of project services including: public scoping, EIR preparation and circulation, responses to comments and Final EIR delivery. A full detail of the consultant' s responsibilities and deliverables is provided in the exhibits to the attached contract. Since inception of the contract, ESA has completed the public scoping and review of scoping comments, and is commencing preparation of the Draft EIR.
During this phase, additional tasks have been identified in the areas of aesthetics, historic evaluation, geotechnical evaluation, water supply assessment, holiday traffic counts, and project alternatives analysis in greater detail than the standard CEQA requirement. Also anticipated is additional attendance by ESA staff for public hearings.
The cost of the additional services will total $ 68,090. Also proposed is a contingency amount of $ 13,618 to account for unforeseen services during the EIR process, bringing the contract total for ESA from $ 331, 391 to $ 413,099.
The Reimbursement Agreement with the project developer, South Bay Associates SPE, provides for full cost reimbursement of additional environmental review, contingency, legal review, and administrative costs.
COORDINATION
The proposed contract amendments were prepared by and coordinated with the City Attorney' s Office.
FISCAL IMPACT
All contract costs with ESA will be fully reimbursed to the City pursuant to terms of the Reimbursement Agreement with South Bay Associates SPE, LLC.
Expenditures Funding
ESA $ 413,099 South Bay Associates SPE $ 413,099
Administrative Report April 5, 2016
Second Amendment ESA Consultant Services Contract
Submitted by: Approved for forwarding by:
Aaron Jones Joe Hoefgen
Community Development Director City Manager
Attachments:
Second amendment to consulting services agreement with ESA First amendment to reimbursement agreement with South Bay Associates SPE, LLC First amendment to consulting services agreement with ESA Staff Report December 15, 2015
Original Contract No. C- 1412- 139 with ESA
Reimbursement Agreement No. C- 1412- 140 with South Bay Associates SPE, LLC.
Staff Report from December 16, 2014
AMENDED EXHIBIT A TO REIMBURSEMENT AGREEMENT
Summary of Developer Reimbursable Costs
Service Provider of Service Estimated Cost of Service
CEQA Consultant ESA 413,099
City Administrative Costs City 61, 965
15 percent
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AIRM "
pOND
Administrative Report
Council Action Date: December 16, 2014
To: MAYOR AND CITY COUNCIL
From: AARON JONES, COMMUNITY DEVELOPMENT DIRECTOR
Subject: CONTRACT WITH ENVIRONMENTAL SCIENCE ASSOCIATES (ESA)
FOR ENVIRONMENTAL CONSULTING SERVICES AND
REIMBURSEMENT AGREEMENT WITH SOUTH BAY ASSOCIATES
SPE, LLC. FOR COSTS ASSOCIATED WITH THE SOUTH BAY
GALLERIA PROJECT
RECOMMENDATION
1) Approve the environmental consulting services contract with ESA, and 2) Approve the Reimbursement Agreement with South Bay Associates SPE, LLC, and 3) Authorize the Mayor to execute signature on all required documents.
EXECUTIVE SUMMARY
The need exists to contract for the services of an environmental consultant to prepare all required environmental documentation including a full Project Environmental Impact Report (EIR), and to provide contract planning services for the South Bay Galleria project. The need also exists to reimburse the Community Development Department and the City Attorney's Office for expenditures related to legal and environmental project processing costs.
The proposed contract with ESA provides all necessary consultant services at a fully reimbursed cost of $350, 00. 400 The Reimbursement Agreement provides for full cost reimbursement of additional estimated legal costs of $150, 00,00.administrative costs of $52, 00560.and real estate counsel in the amount of $50,000 for a total projected reimbursement of $602, 00960.
The City's attorneys have prepared the necessary contract between the City and ESA and Reimbursement Agreement documents. South Bay Associates has agreed to fully fund all costs associated with this project.
BACKGROUND
The South Bay Galleria project is a project that will transform the current northern portion of the Galleria site into a mixed -use destination development. The project requires the preparation of an EIR and additional staff and legal resources to review and Administrative Report December 16, 2014
Adopt Ordinance- CEQA Update
process the project. A full description of the proposed project is contained in the attached contract.
The proposed contract with ESA includes the full scope of project services including:
public scoping, EIR preparation and circulation, responses to comments and Final EIR delivery. A full detail of the consultant'sresponsibilities and deliverables is provided in the exhibits to the attached contract.
ESA was selected as best qualified from four firms that submitted proposals in response to a Request for Proposals (RFP). ESA's proposal was ranked highest in the selection evaluation for quality of work, understanding of the project, qualifications of the firm, and project schedule. ESA is a multi - disciplinary firm with the special skills and qualifications necessary to complete the assigned project.
COORDINATION
The proposed contract and Reimbursement Agreement were prepared by and coordinated with the City Attorney'sOffice and the City Manager'sOffice.
FISCAL IMPACT
All contract costs with ESA will be fully reimbursed to the City pursuant to terms of the Reimbursement Agreement. Additional costs for outside legal counsel, real estate consulting and administration of the project are also included in the Reimbursement Agreement.
Submitted by: Approved for forwarding by:
Aaron Jones
Community Development Director
Attachment:
Joe Hoefgen
Interim City Manager
1. Contract with Environmental Science Associates
2. Reimbursement Agreement with South Bay Associates SPE, LLC.
REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF REDONDO BEACH AND
SOUTH BAY ASSOCIATES SPE, LLC
This Reimbursement Agreement (the "Agreement') is made and entered into this 16th day of December, 2014 (the "Effective Date"), by and between the City of Redondo Beach (" City") and South Bay Associates SPE, LLC ("South Bay").
RECITALS
WHEREAS, South Bay is the owner of a shopping center known as the South Bay Galleria in the City of Redondo Beach which South Bay proposes to redevelop into a mixed- use development including retail, hotel and residential uses (" Proposed Project'); and
WHEREAS, South Bay is prepared to reimburse costs incurred by City to fund the environmental analysis pursuant to the California Environmental Quality Act CEQA," Pub. Resources Code, §§ 21000 et seq.) for the Proposed Project; and WHEREAS, CEQA and the CEQA Guidelines ( 14 Cal. Code Regs., §§ 15000 et seq.) provide that City may contract with a private consultant to prepare the environmental review of the Proposed Project ( CEQA, § 21082. 1, subd. ( a); CEQA Guidelines, § 15084, subd. ( d)( 2)); and
WHEREAS, CEQA authorizes City to collect fees from project applicants to recover the costs for the preparation and processing of environmental review of the Proposed Project (CEQA, § 21089, subd. (a)).
NOW, THEREFORE, in reliance on the foregoing recitals and in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and South Bay hereby agree as follows:
AGREEMENT
NO WAIVER OF CITY'S DISCRETIONARY AUTHORITY.
A. South Bay and City acknowledge and agree that the Planning Commission and City Council retain all discretion granted to them under law in considering the Proposed Project and that nothing in this Agreement is intended to limit their discretionary powers or waive any third party procedural due process rights.
2. TERM AND TERMINATION OF AGREEMENT.
A. The term of this Agreement shall commence upon the Effective Date and shall terminate upon the Termination Date. For purposes of this Agreement, the "Termination Date" shall mean thirty (30) days after the date the City takes its last discretionary action Page t of 9
C- 1412-140 ,
on the Proposed Project unless terminated sooner upon notice by either South Bay or City effective as set forth below. At any time, the City or South Bay may withdraw from this Agreement by notifying the other party in writing, which withdrawal shall terminate this Agreement and be without liability or penalty. The effective date of the termination shall be as set forth in Section 8. D. below. Should the decision be made by City or South Bay to terminate this Agreement and after proper notice has been given in accordance with Section 8. D. below, City shall immediately cease work on the environmental review of the Proposed Project, shall instruct its environmental consultant and outside legal counsel to cease all work including on the environmental review, and shall cease all other technical assessments relating to the Proposed Project. In no event shall either party be reimbursed by the other for any further costs incurred after the effective date of such termination that relate to the environmental review of the Proposed Project.
3. ENVIRONMENTAL REVIEW; CONSULTANTS: PAYMENT
A. All environmental review for the Proposed Project shall be prepared in accordance with all applicable federal, state, city laws, regulations and statutes, including CEQA.
B. City will enter into an agreement with an environmental consultant of City's choosing to prepare the environmental review of the Proposed Project pursuant to CEQA. City will also enter into an agreement with outside legal counsel to assist City in preparing the environmental review in compliance with CEQA and any transactional work. The environmental consultant and outside legal counsels hired by the City shall collectively be known as " Consultants". City shall provide copies of the executed agreements to South Bay.
C. For purposes of this agreement, " environmental review" shall refer to all work performed by City's Consultants and City staff in conducting the City' s environmental review of the Proposed Project as required by CEQA and other applicable laws.
D. Subject to the limits set forth below, South Bay agrees to reimburse all costs and fees incurred by City in preparing the environmental review of the Proposed Project by the Consultants and City staff. Costs and fees for which South Bay shall be responsible shall include costs and fees for the services of the Consultants in preparing the environmental review of the Proposed Project and City staff time. City agrees to provide a copy of the environmental consultant's bills to South Bay within ten ( 10) days of receipt by City and City agrees to provide a copy of the legal counsel' s invoice to South Bay within ten ( 10) days of receipt by City. The legal counsel invoices provided to South Bay shall include the number of hours spent and the hourly rate without violating attorney-client privilege and confidentiality between the City and its attorney or such other privileges allowed by law. The maximum reimbursement amount South Bay agrees to pay under this Agreement shall be $602,960. In the event the fees and costs will exceed the amounts stated above, this Agreement must be amended by the parties to reflect the additional amounts as agreed to by the parties before such additional fees
C-1412-140 ,.,,,,.
and expenses are incurred. All work shall be suspended pending the parties reaching an agreement for the additional amounts.
E. Attached as Exhibit A is the Scope of Services which identifies the services to be performed and to the extent possible the identity of Consultants and the estimated cost for their services. City reserves absolute discretion as to the selection and hiring of any Consultants not specifically identified in Exhibit A.
F. Within 14 days after the Effective Date, South Bay shall make a payment of one hundred fifty thousand dollars ($ 150,000) to City as an advance on City' s costs and fees for the environmental review by Consultants ("Advance").
G. Following commencement of preparation of the environmental review of the Proposed Project, City shall periodically request, as needed ( but in no event if the Advance is sufficient to pay such fees and costs), that South Bay provide City with further payments for the costs and fees incurred in preparing the environmental review.
Such payments shall be made within 14 days of City's request.
H. In the event that, for any reason, South Bay does not provide City with payments requested within the timeframe set forth in paragraph ( F), above, City reserves the right to cease environmental review of the Proposed Project.
I. City agrees that, within thirty ( 30) days after completion of the environmental review or termination of this Agreement, City will return to South Bay any funds paid by South Bay that were not spent ( this does not include expenses incurred by City prior to the effective date of termination) by City on the environmental review of the Proposed Project and provide South Bay with an accounting of such fees and expenses.
4. LEAD AGENCY'S INDEPENDENT JUDGMENT REGARDING
ENVIRONMENTAL REVIEW.
A. City's decision to approve or deny the project application, and City's determinations pursuant to CEQA, must reflect the lead agency's independent judgment. ( CEQA, § 21082. 1( c); 14 Cal. Code Regs., § 15084.) Accordingly, final responsibility and final authority on all questions concerning the content and quality of the environmental review of the Proposed Project lies in City' s sole discretion. South Bay understands and agrees that the environmental consultant and outside counsel only owe a duty to City, and not to South Bay or to any other third -person or entity.
South Bay agrees that the adequacy of performance of the environmental consultant and the extent of payment to the environmental consultant for its work shall be determined at the sole discretion of City.
B. South Bay is expressly prohibited from directly or indirectly exercising any supervision or control over any employee, agent or Consultant of the City involved in the Project. This prohibition shall not be construed to preclude South Bay, its agents or representatives, from providing information to the City or any employee, agent or
C-1412-140
CI
Consultant of the City for incorporation into the Project, or from seeking information from the City, or any employee, agent or Consultant of the City with respect to the Project.
C. South Bay's advance of funds shall not be dependent upon the City's approval or disapproval of any of South Bay's application( s), or upon the result of any action, and shall in no way influence the Project. Neither South Bay nor any other person providing funding for the Project shall, as a result of such funding, have any expectation as to the outcome of any application or the selection of an alternative favorable to or benefiting Developer.
5. INFORMATION SHARING.
A. The City and the South Bay both seek to ensure environmental documents are prepared in compliance with CEQA. Similarly, the City and the South Bay both seek to ensure that all potential land use entitlements are processed in compliance with all applicable laws, including but not limited to the City's Municipal Code. The City and South Bay therefore may agree to share information, as reasonably necessary to accomplish their common goals and interests, without waiver of the Attorney Client Privilege, Work Product Doctrine, or other applicable privileges (" Joint Defense and Common Interest Doctrine"). South Bay agrees to provide City with all information regarding the proposed Project, including a description of the proposed Project, as may be reasonably requested by City.
B. City and South Bay shall meet on a regular basis or as requested by either party to discuss the progress of the environmental review.
6. COMMUNICATIONS.
A. South Bay agrees that neither South Bay, nor its employees or agents will contact the environmental consultant or City's outside legal counsel in connection with the Proposed Project without prior approval from City, except that South Bay's attorneys may contact City's outside legal counsel.
6. NO CONFIDENTIALITY.
A. The parties may reveal all or part of this Agreement to others as required by law.
7. ASSIGNMENTS.
A. South Bay may not assign its rights under this Agreement to any third party but may assign the entire Agreement to any subsidiary or affiliate of South Bay. Any assignment by South Bay shall not relieve South Bay from its duties hereunder. Any prohibited assignment or purported assignment shall be null and void, and South Bay shall bear sole responsibility for any consequences resulting from such prohibited or purported assignment. City may not assign its rights under this Agreement.
C-1412-140 "`
8. MISCELLANEOUS.
A. Applicable Law. This Agreement will be governed by and constructed under the laws of the State of California without regard to conflicts of laws principles.
B. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same document, which shall be binding and effective as to each of the parties hereto. A facsimile shall be deemed to be an original.
C. Legal Capacity. Each individual executing this Agreement hereby represents and warrants that he has the capacity set forth on the signature pages hereof with the full power and authority to bind the party on whose behalf he is executing this Agreement to the terms hereof.
D. Notice. The following addresses shall serve as the locations to which notices and other correspondences between City and South Bay shall be sent which notices shall be effective one ( 1) business day after being sent by overnight courier or personal delivery, return receipt requested:
To the City: Michael W. Webb
City Attorney
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
With a copy to: Community Development Director
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
To South Bay: Kenneth Lee
South Bay Associates SPE, LLC
949 South Hope Street
Los Angeles, CA 90015
With a copy to: South Bay Associates SPE, LLC
Terminal Tower
50 Public Square, Suite 1360
Cleveland, Ohio 44113
Attention: General Counsel
2 F
C- 1412-140
WITNESS WHEREOF, the parties hereto have executed this Reimbursement Agreement as of the Effective Date.
THE CITY OF REDON
Date: I l0 2c I
ATTEST:
N A 1- N 0U
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
4'411't "
Of
Michael W. Webb, City Attorney
C- 1412-140
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, a California
limited partnership, its sole member
By: Forest Bay, Inc., an Ohio
corporation, its general partner
By: ` IcG iy D
Name: Duane F. Bishop,
Title: Vice President
12- 11- 2014
C- 1412-140
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, a California
limited partnership, its sole member
By: Forest Bay, Inc., an Ohio
corporation, its general partner
0 Name:
Title:
Date:
aE> oPo .
C-1412-140 -'`+
EXHIBIT A
PROJECT SERVICES
Service Provider of Service Estimated Cost of
Service
CEQA Consultant. City contract with
environmental consultants to prepare ESA 350,400
the environmental review of the Project
pursuant to CEQA, including all
subcontracts for technical studies and
contract planning services.
CEQA and Land Use Legal Counsel.
City contract with outside legal counsel Sohagi Law Group 150,000 to assist City in preparing the
environmental review in compliance
with CEQA and review of materials
related to the land use entitlement
process.
City Administrative Costs 15 percent City 52, 560
Real Estate Counsel/Advisors. City
contracts with outside legal counsel To Be Determined 50,000 and/ or financial advisors to assist City
in preparation of any transactional
work. Scope of work to be determined
C- 1412-140
in consultation with Developer.
o PEONpo
C-1412-140