FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT
This Fifth Amendment to Reimbursement Agreement (“the Amendment”) is made and entered into as of the 11th day of June, 2024, (the “Effective Date”), by and between the CITY OF REDONDO BEACH, a chartered city and municipal corporation (“City”), and South Bay Center SPE, LLC a Delaware limited liability company, a successor to 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 entered into a Third Amendment to the Reimbursement Agreement on December 19, 2017 to further amend the reimbursable costs to account for an increase in work; and
F. The City and the Developer entered into a Fourth Amendment to the Reimbursement Agreement on November 21, 2023 to further amend the reimbursable costs to account for additional review of the environmental documents for the addition of 350 residential units back into the Project; and
G. The City and the Developer need to further amend the reimbursable costs to account for an additional review of the environmental documents for the addition of 350 residential units back into the Project.
NOW, THEREFORE, the City and Developer hereby agree to amend the Reimbursement Agreement as follows:
1. Exhibit A. The reimbursable cost for the additional scope of work for the environmental consultant shall be limited to $29,034. In addition, the reimbursable cost for the City’s Administration Costs associated with this additional scope will be limited to $2,900 for a total not to exceed amount of $31,934. Pursuant to the Fourth Amendment to the Reimbursement Agreement approved on November 21, 2023, $25,000 reimbursable costs for CEQA and Land Use Legal Counsel, and $3,000 administrative costs, was approved by both parties; and the total amount of $28,000 is in addition to the amount being agreed upon in this Fifth Amendment. Developer shall deposit an initial amount of $17,021 of the reimbursable costs within one week after approval of this Fifth Amendment. The City shall use environmental consultants and legal counsel of the City’s choosing. An amended Exhibit A reflecting these modifications 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, previous Amendments 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
IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the Effective Date.
CITY:
CITY OF REDONDO BEACH,
a Chartered City and Municipal
Corporation
_____________________________
James A. Light, Mayor
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney
ATTEST:
____________________________
Eleanor Manzano, City Clerk
DEVELOPER:
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: _____________________________
Title:____________________________
ADDITIONAL COSTS ADDED TO
EXHIBIT A TO REIMBURSEMENT AGREEMENT
Developer Reimbursable Costs for Additional Scope of Work pursuant to the Fifth Amendment to Reimbursement Agreement
Service Provider of Service Estimated Cost of Service
CEQA Consultant (ESA)
And CEQA and Land Use
Legal Counsel (RWG)
City’s Choice $29,043 for CEQA consultant*
City Administrative Costs City of Redondo Beach $2,900**
ADDITIONAL
REIMBURSABLE COSTS
$31,934
*$25,000 reimbursable amount for CEQA and Land Use Legal Counsel was previously approved by both parties pursuant to the Fourth Amendment to the Reimbursement Agreement on November 21, 2023.
**$3,000 reimbursable amount for City Administrative costs was previously approved by both parties pursuant to the Fourth Amendment to the Reimbursement Agreement on November 21, 2023.