CONTRACT 3208 Other3L08
REORGANIZATION AGREEMENT
This Reorganization Agreement (this "Agreement ") is made this 5th day of August,
2003, by and between the City of Hawthorne, a municipal corporation, organized and existing
under the general laws of the State of California ( "Hawthorne "), the Hawthorne Community
Redevelopment Agency ( "Agency "), the City of El Segundo, a municipal corporation, organized
and existing under the general laws of the State of California ( "El Segundo ") and SAMS
Venture, LLC, a Delaware limited liability company (the "Developer "). El Segundo,
Hawthorne, Agency and the Developer are hereinafter collectively referred to as the "Parties"
and each may be referred to as a "Party ".
RECITALS
A. The Los Angeles Air Force Base ( "LAAFB ") is one of the key economic engines
in the region, providing approximately 65,000 jobs directly and indirectly through annual
government contracts to local aerospace companies, currently valued at $8,500,000,000, and
expected to increase to $10,000,000,000. The LAAFB presently employs more than 4,000
military and civilian personnel and their jobs are important to the economic vitality of Southern
California and the local aerospace defense industry.
B. United States Air Force ( "USAF ") currently finds itself confronted with the
problem of upgrading facilities at the LAAFB in severe disrepair which do not meet current
building codes for fire and earthquake safety with limited federal funds. With extensive
renovations needed to the LAAFB's 1950s era buildings, El Segundo and Hawthorne are
concerned that the base could be closed and relocated to another state rather than undergoing a
major renovation.
C. The USAF has partnered with SAMS Venture, LLC, a Delaware limited liability
company (the "Developer) to build new USAF facilities on one of the existing USAF sites
(referred to as "Area B" and located at the Northwest corner of Aviation Boulevard and El
Segundo Boulevard in El Segundo and depicted on Exhibit "A" in exchange for conveyance of
three properties: Area A, Area C and a small industrial property referred to as the Sun Valley
property). Area A is comprised of approximately 39.24 acres located in El Segundo,
immediately adjacent to Hawthorne, legally described in Exhibit "B" to this Agreement and
diagramed in Exhibit "B" to this Agreement. Area C is comprised of approximately 13.93 acres
of land located on Aviation Boulevard, North or Marine Avenue in Hawthorne.
D. El Segundo and Hawthorne recognize the importance of the LAAFB remaining in
the community; El Segundo and Hawthorne are therefore entering into this Agreement to assist
the USAF in maximizing the possibility that new USAF facilities are built on Area B, and that
successful and beneficial residential projects are built in Hawthorne at Areas A and C and at
densities sufficient to assist in funding the $35 million dollar gap between the value of the
USAF's excess land and the cost of constructing a new facilities on Area B. The new USAF
development on Area B will house the Space and Missile Systems Center ( "SAMS" or "SAMS
Project ") and be a state of the art facility with construction costs estimated at $115,000,000 that
will save approximately $3,500,000 in annual operations and maintenance for the USAF.
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E. Developer was awarded the exclusive right to negotiate with the USAF to develop
the new SAMS facility in exchange for Area A, Area C and the Sun Valley property pursuant to
the Floyd D. Spence National Defense Authorization Act for Fiscal Year 2001 (Public Law 106-
398) as amended by Section 2841 of the Bob Stump National Defense Authorization Act for
Fiscal Year 2003.
F. The Developer and the USAF are negotiating an agreement (the "Developer -
USAF Agreement) that the USAF will convey to the Developer LAAFB Area A, Area C and
the Sun Valley Property currently owned by the USAF in exchange for the Developer
constructing the new SAMS Project facilities for the USAF on Area B.
G. Originally, the City of El Segundo, the Developer and the USAF contemplated the
development of commercial retail uses on Area A and submitted applications to El Segundo for
approval of commercial development of Area A. In July, 2002, El Segundo initiated an
environmental review under the California Environmental Quality Act ( "CEQA ") for approvals
and entitlements which would have allowed commercial development of Area A. El Segundo
prepared and circulated a Draft Environmental Impact Report (the "2002 Draft EIR ") for agency
and public comment between September 30, 2002 and November 13, 2002. In addition, the El
Segundo Planning Commission held a public hearing on the 2002 Draft EIR on November 14,
2002, at which public input and comments were taken regarding the 2002 Draft EIR.
H. El Segundo received a substantial number of comments from residents and
property owners of the City of Hawthorne pertaining to the 2002 Draft EIR which suggested that
the nature of the Project be changed. Specifically, some of the comments suggested that a joint
EIS /EIR be prepared for the project and that the project description should be revised to reflect
residential development of Area A, rather than its commercial development. As a result of the
comments received on the 2002 Draft EIR, El Segundo and the Developer undertook additional
consultation and coordination with the USAF and Hawthorne, as well as with homeowner
organizations and residents located in the areas adjacent to Area A. This process resulted in
concurrence among all parties that a new residential project be studied for development on Area
A (the "Project ").
1. The USAF and El Segundo are lead agencies for purposes of compliance with the
National Environmental Protection Act ( "NEPA ") for those components of the Project requiring
Federal action.
J. Because El Segundo, as a policy, does not desire residential development on Area
A, additional consultation was undertaken with Hawthorne and the Local Agency Formation
Commission ( "LAFCO ") to consider initiating a reorganization of territory, which is a process
by which Area A would be detached from El Segundo and annexed to Hawthorne, subject to
conditions agreed -upon between Hawthorne and El Segundo (collectively, all changes of
boundary are referred to herein as "Reorganization "). Hawthorne and El Segundo, upon
certification of the EIS /EIR by El Segundo and Hawthorne and provided that: (1) El Segundo
and Hawthorne each find that the EIS /EIR is adequate, and (2) Hawthorne approves a prezone
ordinance for Area A, may determine to commence Reorganization of the Site to Hawthorne in
accordance with the provisions of this Agreement, the Hawthorne Code, and the applicable
provisions of the Cortese -Knox- Hertzberg Local Government Reorganization Act of 2000 (the
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3W 8
"Reorganization Act "). On January 13, 2003, the Hawthorne City Council adopted Resolution
No. 6771, advising LAFCO that Hawthorne was considering initiating annexation
Reorganization proceedings for Area A. On January 21, 2003, the El Segundo City Council
adopted Resolution No. 4293 advising LAFCO that El Segundo was considering initiating
detachment of Area A. In addition, Hawthorne and El Segundo agreed with the USAF that a
joint Environmental Impact Statement /Environmental Impact Report ( "EIS/EIR ") be prepared in
accordance with applicable regulations of CEQA and NEPA.
K. The Draft EIS /EIR was prepared by the El Segundo Department of Community,
Economic and Development Services and circulated for public and agency review and comment
from April 11 to May 27, 2003. The El Segundo City Council certified the Final EIS/EIR at a
duly noticed public hearing on July 15, 2003.
L. On July 16, 2003, at a public meeting and after considering all appropriate
documentation and circumstances, the Hawthorne adopted resolutions and approved the
entitlements set forth below (collectively, the "Project Approvals "):
1. Hawthorne Resolution No. 03 -6817, and (El Segundo adopted Resolution
No. 4314 on July 15, 2003) adopting findings regarding the Final Environmental Impact
Statement/Environmental Impact Report Sch. No. 2002071106 ( "EIS/EIR "), and Mitigation
Monitoring Program
2003 -03;
2003 -0113;
54156;
2. Resolution No. 6812 General Plan Application Amendment No. G.P.A
3. Resolution No. 6813 Zoning Code Amendment No. Z.C. 2003 -01A;
4. Ordinance No. 1780 Zone Change Application No. C.Z. 2003 -04;
Ordinance No. 1781 Zoning Code Amendment Application No. Z.C.
6. Resolution No. PC 2003 -27 approving Vesting Tentative Tract Map
7. Ordinance No. 1782 approving the Pacific Glen Development Agreement.
8. Resolution No. 6810 General Plan Amendment No. 2003 -04;
9. Resolution No. 6811 Zoning Code Amendment No. 2003 -02A Willow
Glen Specific Plan;
10. Ordinance No. 1777 Zone Change Application No. Z.C. 2003 -05;
11. Ordinance No. 1778 Zoning Code Amendment Application No. Z.C.
2003 -0213;
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12. Resolution No. PC 2003 -28 approving the Developer's Vesting Tentative
Tract Map 54294 for the Property; and,
13. Ordinance No. 1779 approving the Willow Glen Development Agreement.
M. The Hawthorne Planning Commission and the Hawthorne City Council have
given notice of their intention to consider the Project Approvals, have conducted public hearings
thereon pursuant to CEQA, the California Government Code and the Hawthorne Code, and have
found that the Project Approvals and the Development Project are: (1) consistent with the
General Plan (as amended), adopted plans, codes, ordinances and policies; (2) consistent with all
other ordinances, resolutions, rules, regulations, laws, plans and policies applicable to Area A
and Area C; and (3) in the best interest of the health, safety, and general welfare of the
Hawthorne, its residents, and the general public.
N. Following approval of this Agreement but prior to the effectiveness of the
Reorganization, Hawthorne intends to consider adoption of an amendment to the Redevelopment
Plan for the Hawthorne Redevelopment Project No. 2 that would add Areas A and B to the
Redevelopment Project Area. Such an amendment also needs to be approved by the El Segundo
City Council.
O. Hawthorne agrees and understands that El Segundo would not pursue the
Reorganization and give up valuable benefits it would receive (for example, tax revenues and
local employment opportunities) from the commercial development of Area A but for its desire
to have the LAAFB remain in the region and specifically on Area B. Accordingly, El Segundo is
willing to transfer its legal and equitable interests (including but not limited to, land use
authority, taxing authority, police powers, eminent domain powers) in Area A to the City of
Hawthorne subject to the terms and conditions of this Agreement. Hawthorne acknowledges
these substantial interests of El Segundo and the significant benefit Hawthorne, its residents and
property owners are receiving from the potential Reorganization.
P. The Developer desires to entitle and subdivide Area A, the Pacific Glen site, in
order to develop no more than 750 residential units; and Area C, the Willow Glen Site, in order
to develop 280 residential units
Q. For the purposes of this Agreement, the aforementioned development of Areas A,
B, C shall be referred to as the "Development Project" or "Project, ").
R. The parties intend that this Agreement will survive beyond the term or terms of
the present Hawthorne and El Segundo Councils and shall bind Hawthorne and
El Segundo and future Hawthorne and El Segundo Councils to the terms and
obligations specified in this Agreement.
S. The parties understand that Hawthorne may incur inclusionary housing
obligations for Areas A and C if the Developer -USAF Agreement is executed and
the Development of Area A and C are developed in accordance with the SAMS
Project.
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3208 • .
AGREEMENTS
IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES OF EL
SEGUNDO, HAWTHORNE, AGENCY AND THE DEVELOPER HEREBY AGREE AS
FOLLOWS:
1. Effective Date.
This Agreement shall become effective on the date that all of the Parties have executed
this Agreement and shall terminate if the Reorganization does not become effective
2. Reorganization of Area A.
a. The Parties agree that Hawthorne and El Segundo shall submit resolutions
to LAFCO in the forms attached hereto as Exhibits C and D respectively and that Developer
shall submit a letter to LAFCO in the Form attached hereto as Exhibit E no later than August 12,
2003.
b. If the Developer -USAF Agreement is not fully executed by April 15,
2004, or is fully executed by such date but is subsequently terminated or amended such that the
Developer does not have to construct the SAMS Project on Area B and the Developer has not
already constructed the building foundations for the SAMS Project on Area B; or, the Developer
has not commenced construction of the SAMS Project on or before December 31, 2007;
Hawthorne and the Agency shall remit to El Segundo on an annual basis for ninety -nine years,
unless and until the SAMS Project is constructed, payments as follows:
(i) If Area A, or any portion thereof, is developed for residential uses,
annual payments shall be made in an amount equal to fifty percent (50 %) of the amount of
annual property taxes that Hawthorne and the Agency actually receive from the residential
development from Area A in excess of the costs of providing all city services to the residential
uses on Area A and, if Area C is developed in accordance with the intent and purpose of the
SAMS Project, any required inclusionary housing costs for Area C that are in excess of the
amount of property taxes that are legally required to be set -aside for funding the low and
moderate housing fund for Area C ( "Residential Service and Housing Costs "). In the event that
El Segundo and Hawthorne cannot agree on the calculation of the Residential Service and
Housing Costs, then they shall resolve such disagreement through binding arbitration; and, in
addition to such payments;
(ii) If Area A, or any portion thereof, is developed for non - residential
purposes, annual payments shall be made in an amount equal to the sum of thirty -seven and one -
half percent (37.5 %) of all property taxes, and fifty percent (50 %) of utility users and sales taxes,
that Hawthorne and the Agency actually receive from the non - residential development of Area A
on an annual basis.
(iii) The annual payments shall be calculated on a calendar year basis
and made on or before the 1 st day of the February of each year commencing on the first 1 st day
of February that immediately follows the occurrence of any of the events identified in this
Section 2.b. that require Hawthorne to make the payment described herein. Hawthorne shall
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have the option of extinguishing its payment obligation under this section by causing Area A,
and the other properties that are the subject to this Reorganization, to be annexed back into the
territorial boundaries of El Segundo. Hawthorne's and the Agency's obligations to make such
payments to El Segundo will be extinguished concurrently with the effective date of an action by
LAFCO detaching Area A, and the other properties that are subject to the Reorganization, from
Hawthorne and annexing such back to El Segundo. El Segundo shall be required to undertake all
lawful actions that it may be required to undertake to cause LAFCO to detach Area A, and the
other properties that are subject to the Reorganization, from Hawthorne and annex it back into El
Segundo. Otherwise El Segundo shall forfeit its right to receive the payments set forth in this
section 2.b.
El Segundo shall be obligated to subordinate its rights to any payments identified in this Section
to any bond issuance that is made to achieve the goals of the SAMS Project.
C. Provided that the Reorganization becomes effective: (1) Hawthorne and
the Agency shall take all legal actions within their control to carry out their obligations under the
Project Approvals, the OPA and conditions imposed by LAFCO with regard to the
Reorganization, and (2) El Segundo shall take all legal actions within its control to carry out any
conditions imposed by LAFCO with regard to the Reorganization. In consideration of
Hawthorne's and El Segundo's agreements contained in this Agreement, the Developer hereby
consents to, and shall continue to assist Hawthorne and El Segundo in taking all legal actions
within its control to fulfill the conditions of the Reorganization. However, none of the parties to
this Agreement are obligated to take any particular action with respect to those items identified
in Section 2.a. (i) through (viii) above.
3. Legal Challenges — Indemnity.
a. Cooperation in the Event of Legal Challenge. In the event of Litigation
(( "Litigation" means litigation brought by third parties challenging, which does not include
validation actions brought by Hawthorne or El Segundo, the Project Approvals, the
Redevelopment Plan as amended, the Reorganization, the Reorganization Agreement, or the
OPA (collectively, the "Project Actions and Agreements "), or any subsequent approval or
amendment thereof contemplated in this Agreement or the Project Actions and Agreements,
including legal challenges to the Project Actions and Agreements brought by initiative or
referendum. For purposes of this Agreement, Litigation does not include litigation brought by
either Hawthorne or El Segundo challenging the Reorganization or the Reorganization
Agreement.)) the Parties hereby agree to affirmatively cooperate and join in defending against
any and all actions brought by any third party or parties in such Litigation. Except as provided
herein, the parties shall each bear their own respective costs, if any, arising from such defense of
Litigation. Likewise, Hawthorne and El Segundo agree to and shall cooperate fully and join in
the defense by the Developer of such action.
b. Defense and Indemnification. The Developer hereby agrees to provide
Hawthorne's and El Segundo's legal defense and to indemnify, save and hold the Hawthorne and
El Segundo and their respective elected and appointed representatives, boards, commissions,
commissioners, council members, officers, agents and employees, all personally and in their
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official capacities, harmless from any liability for damage or claims which may arise in
Litigation. This provision shall survive and continue after the termination of this Agreement.
C. Joint Defense and Costs. In the event any Litigation should arise, the
Developer shall retain and appoint legal counsel ( "Counsel ") with respect to the Litigation. The
Parties agree that their choice of Counsel to provide the City's and the Developer's legal defense
in any Litigation is the law firm of Allen Matkins Leck Gamble & Mallory LLP or another firm
approved by the Developer and the City. The Developer shall retain the law firm of Allen
Matkins Leck Gamble & Mallory LLP or another firm approved by the Developer and the City
as Counsel for both the City and the Developer in any Litigation. The Parties acknowledge that
Counsel will appear and represent both the Developer, Hawthorne and El Segundo in connection
with such Litigation and such Counsel shall, at the request of the respective City Attorneys,
cooperate with each City Attorney in the preparation of all pleadings, motions and other
Litigation- related documents for Hawthorne and El Segundo, coordinate legal strategy and
otherwise cooperate with the Hawthorne and El Segundo in connection with the Litigation, all at
the Developer's cost and expense. The Developer shall also pay all filing fees, court costs and
similar out -of- pocket expenses required for the Hawthorne and El Segundo to defend the
Litigation. If the City Attorneys elects to appear in any Litigation, the City Attorneys or his
designee shall appear on behalf their respective City in any such Litigation and shall at all times
retain final authority and control over all documents to be filed on their respective City's behalf
and all actions to be taken by their respective City with respect to Litigation. The Developer
shall not be responsible for paying (i) fees of the City Attorney or any attorneys hired by
Hawthorne or El Segundo in connection with such Litigation, except as otherwise set forth
herein; or (ii) any fees, costs, attorneys' fees or expenses resulting from unreasonable actions
taken by Hawthorne or El Segundo against the written advice of Counsel. Hawthorne and El
Segundo shall cooperate with Counsel's defense of the Litigation, and shall make their records
(other than documents privileged from disclosure) and personnel available to Counsel as may be
reasonably requested by Counsel in connection with the Litigation.
d. Legal Conflicts. If a legally recognizable conflict of interest arises, which
requires that each Party be represented by separate counsel, the Developer shall retain the law
firms of Richards, Watkins & Gershon, LLP for Hawthorne and Burke, Williams & Sorensen for
El Segundo, or other law firms of similar stature and pricing structure reasonably acceptable to
Hawthorne and El Segundo to represent and defend Hawthorne and El Segundo in Litigation. If
another firm is retained, Developer shall pay the costs as set forth in subsection (c) immediately
above.
e. Scope of Defense. The Developer, Hawthorne, and El Segundo understand that
the requirements of cooperation contained in this Agreement apply only as to matters reasonably
necessary for the accomplishment of the defense of the Litigation and shared information is
intended to be, and must be, kept confidential.
4. Notices.
All notices under this Agreement shall be in writing and shall be effective when hand
delivered by a Party or that Party's messenger or upon receipt by a Party after deposit in the
United States mail as registered or certified mail, postage prepaid, return receipt requested, or by
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commercial express delivery such as Federal Express, to the following representatives of the
Parties at the addresses indicated below or to such other addresses as one Party may provide to
the other from time to time:
If to Hawthorne or Agency: City of Hawthorne
4455 W. 126th Street
Hawthorne, CA 90250
Attention: Charles Herbertson, City Manager
With a Copy to: City of Hawthorne
4455 W. 126th Street
Hawthorne, CA 90250
Attention: Glen Shishido, City Attorney
If to El Segundo City of El Segundo
350 Main Street
El Segundo, California 90245
Attention: City Clerk
With a Copy to: City of El Segundo
350 Main Street
El Segundo, California 90245
Attention: City Attorney
If to Developer: SAMS Venture LLC
Kearny Real Estate Company
1900 Avenue of the Stars, Suite 320
Los Angeles, CA 90067
Attention: Jeff Dritley, Managing Partner
With a Copy to: Catellus Residential Group, Inc.
4000 Westerly Place
Newport Beach, CA 92660
Attention: Tom Marshall, SNR, Vice President
With a Copy to: Allen Matkins Leck Gamble & Mallory LLP
515 South Figueroa, 7th floor
Los Angeles, CA 90071
Attention: Sonia Ransom, Esq.
Any Party may, from time to time, by written notice to the other, designate a different address
which shall be substituted for the one above specified.
5. Amendment or Cancellation.
This Agreement may be only amended from time to time, or canceled in whole or in part,
by mutual consent of El Segundo, Hawthorne and the Developer, or their respective successors
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3208
in interest by written agreement executed by the El Segundo and Hawthorne Councils', or their
duly authorized designees, and the Developer.
6. Waiver.
Except as otherwise provided herein, no waiver of any provision of this Agreement shall
be effective unless in writing and signed by a duly authorized representative of the Party against
whom enforcement of a waiver is sought and referring expressly to this Section. No waiver of
any right or remedy in respect of any occurrence or event shall be deemed a waiver of any right
or remedy in respect of any other occurrence or event.
7. Interpretation and Governing State Law.
This Agreement and any dispute arising hereunder shall be governed and interpreted in
accordance with the laws of the State of California. This Agreement shall be construed as a
whole according to its fair language and common meaning to achieve the objective and purposes
of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved
against the drafting Party shall not be employed in interpreting this Agreement, both Parties
having been represented by counsel in the negotiation and preparation hereof. In the event that
any section, particular obligation or portion thereof is found by a court of competent jurisdiction
to be invalid or unenforceable, such shall not invalidate or render unenforceable any other
section, particular obligation, or portion thereof, of this Agreement and the Court shall have the
authority to alter any section or particular obligation to provide the maximum consideration
possible to the affected party or parties.
S. Constructive Notice and Acceptance.
Every person who, now or hereafter, owns or acquires any right, title or interest in or to
any portion of the Site is, and shall be, conclusively deemed to have consented and agreed to
every provision contained herein, whether or not any reference to this Agreement is contained in
the instrument by which such person acquired an interest in the Site.
9. No Third Party Beneficiaries.
This Agreement is made and entered into for the sole protection and benefit of the Parties
and their successors and assigns. No other person shall have any right of action based upon any
provision of this Agreement.
10. Attorneys' Fees.
If either Party commences any action for the interpretation, enforcement, termination,
cancellation or rescission hereof, or for specific performance of the breach hereof, the prevailing
Party shall be entitled to its reasonable and actual attorneys fees and costs.
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3 "08•..
11. Counterparts.
This Agreement may be executed in two or more identical counterparts, each of which
shall be deemed to be an original and each of which shall be deemed to be one and the same
instrument when each Party signs each such counterpart.
12. Entire Agreement.
This agreement is executed in three (3) duplicate originals, each of which is deemed to be
an original. This Agreement consists of eleven (13) pages and five (5) Exhibits which are
identified as follows:
Exhibit A: Area B Map
Exhibit B: Area A Legal Description and Diagram
Exhibit C: Hawthorne LAFCO Application Resolution
Exhibit D: El Segundo LAFCO Application Resolution
Exhibit E: Developer LAFCO Letter
This Agreement represents the final expression of the parties with respect to the subject
matter hereof and supersedes all prior oral and written understandings respecting the subject
matter hereof. Additionally, this Agreement shall be controlling to the extent that any other
agreement or understanding executed or agreed to by less than all of the parties hereto is in
conflict with any provision hereof.
[SIGNATURES APPEAR FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties have each executed this Agreement consisting
13 pages, including all signature pages, but excluding exhibits, as of the date first above
written.
HAWTHORNE: C
a
Appro
By.
AGENCY
Approved as to
By:
n Shis
EL SEGUNDO:
Attest:
By. &kL�u
D niel D. Juarez,
City C erk
By:
Attest:
By:
Counsel �, ecretary
CITY OF EL SEGUNPO
By: Abi�� Atj�
Mike GoWon, Mayor
Approved as form: Attest:
By:
Mark D. Hensley, Cin y Mol
City Attorney Ci Clerk
DEVELOPER: SAMS Venture LLC,
a California limited liability corporation
Jeffrey A. Drit
Its: Managing Partner, Kearny Real Estate Co.
By:
Its:
619020.02/LA - Reorganization Agreement Revised for 8- 5- 03.clean.doc
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Reorganization Agreement 3208
• • •
EXHIBIT A
Los Angeles Air Force Base
Area B
N
0 160 320 640 960 1,280 W E
Feet
s
Reorganization Agreement
Exhibit B
CITY OF EL SEGUNDO
REORGANIZATION NO. 2003-01
Beginning at the most northerly corner of Lot 34 of Tract No. 16663, in the City
of Hawthorne, County of Los Angeles, as shown on map recorded in Book 511, Pages 15
through 19, inclusive, of Maps, records of said County, said comer being on the
southeasterly line of the Pacific Electric Railway Company's 80.00 foot right of way, said
corner being a common point in the boundaries of the City of El Segundo and the City of
Hawthorne, as both boundaries existed on April 15, 2003 and having established grid
coordinates of North 1,791,789.84 feet, Easting 6,449,118.06 feet, Zone 5 of the California
State Coordinate System (NAD83); thence along said southeasterly line, South 62 °25'00"
West 2659.14 feet to the westerly line of the northwest quarter of Section 17, Township 3
South, Range 14 West of the Rancho Sausal Redondo as per map filed in Case No. 11629
of the Superior Court of the State of California; thence along said westerly line, North
00'13'08" East 1188.48 feet to a line parallel with and 25.00 feet northwesterly of the
southeasterly line of the land described in Book4215, Page 316 of said Deeds; thence
along said parallel line North 11 °21'00" East 421.61 feet to the northerly line of said
Section 17; thence along said northerly line, South 89 °45'00" East 1211.46 feet to the
southerly prolongation of the westerly line of Isis Avenue, 60 feet wide, as shown on Tract
No 14749, in the City of El Segundo, as per map recorded in Book 368, pages 18 through
22, inclusive of said Maps; thence along said southerly prolongation, South 00 °11'19"
West 50.00 feet to a line parallel with and 50.00 feet southerly of said northerly line of
Section 17; thence along said parallel line, South 89 °45'00" East 477.18 feet to the
westerly line of the "Triangle No. 1 Annexation" to the City of Hawthorne as same existed
on March 14, 1957, said westerly line being the beginning of a non - tangent curve, concave
northeasterly, having a radius of 140.00 feet and to which beginning a radial line bears
South 89 °27'05" West; thence along said most westerly line of the "Triangle No. 1
Annexation" to the City of Hawthorne, the following three courses: Southeasterly 245.85
feet along said curve, through a central angle of 98 °34'09 ", North 81 °23'56" East 348.02
feet, South 18 °34'12" East 250.23 feet to the point of beginning. .
Containing an area of 50.10 acres, more or less.
vr. (,L--�
Robert C. Olson, PLS 5490
Psomas
Page 1 of 1
W:\LAAM54156 \I KEA020100\ Survey \LAFCO \ANNEX_EL_SEGUNDO.doc
April 15.2003
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3208 . .
Reorganization Agreement
Exhibit B
Scale: 1' a 300' y, Sheet 1 0l t Sheet
City of El Segundo
Reorganizatio50.10 No. 2003 -01
County of Los Angeles, state at California
300' 0' 300' 600'
GRAPHIC SCALE
1" = 300'
S 18'34'12"
250.23'
LA CIENEGA
BOULEVARD
N 81'23'56" E-
348.02'
A= 98'34'09
R= 140.00'
L=245.85'
S 89'45'00" E
477.18'
S 0'05'53"
50.00'
ISIS
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N 1791789.
I E 6449118.
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N 11'21'00" E 421.61'
of Bk 4215 pg 316, Deeds
Annexation Area
AP
N 0'13'08" E 1188.48'
SPACE TECHNOLOGY AVIATION BOULEVARD
TERRITORY ANNEXATION
8/14/60 6/2B/61
DATE: 01/21/03 REVISED ON: 04/15/03
JOB No: IKEA020100 Task 116
PSOMAS
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REORGANIZATION AGREEMENT NO.
EXHIBIT C
RESOLUTION No.
A RESOLUTION OF APPLICATION BY THE CITY
COUNCIL OF THE CITY OF HAWTHORNE
AUTHORIZING THE LOCAL AGENCY FORMATION
COMMISSION TO INITIATE PROCEEDINGS FOR THE
REORGANIZATION OF TERRITORY
RESOLVED by the City Council of the City of Hawthorne that:
WHEREAS, the City of Hawthorne desires to initiate proceedings pursuant to the
Cortese -Knox- Hertzberg Local Government Reorganization Act of 2000, commencing with
Section 56000 of the California Government Code, for a reorganization that would concurrently
detach territory from the City of El Segundo and annex the territory to the City of Hawthorne,
as described in Exhibit "A" and shown on Exhibit "B" to this resolution.
WHEREAS, the principal reasons for the proposed reorganization are as follows:
(a) The United States Air Force maintains facilities in the greater Los Angeles
region known as the Los Angeles Air Force Base ( "the LAAFB").
(b) Portions of the LAAFB facilities are currently located in the Sun Valley
community of the City of Los Angeles ( "the Sun Valley Site "), in a section of the City of
Hawthorne ( "the Lawndale Annex ") and on two sites in the City of El Segundo ( "Area A" and
"Area B ").
(c) The LAAFB presently employees more than 4,000 military and civilian
personnel and their jobs are important to the economic vitality of Southern California and the
local aerospace defense industry in particular.
(d) The United States Air Force intends to consolidate and upgrade the LAAFB
through the implementation of a unique public- private partnership, whereby the Sun Valley
Site, the Lawndale Annex and Area A will be conveyed to a private developer in exchange for
new facilities constructed by the developer on Area B from revenue generated by the developer.
(e) Area A is located east of Sepulveda Boulevard at the southeast corner of El
Segundo and Aviation Boulevards and adjacent to the El Segundo Boulevard on- and -off ramps
to the San Diego (I -405) Freeway in an area of the City of El Segundo that is zoned and
developed with commercial and industrial uses.
LA #108237 Q -1- Reorganization Agreement Exhibit C 8- 5- 03.DOC
3 L" 0
(e) -As part of its revenue plan, the developer originally proposed to develop Area A
with commercial uses, and the developer and the City of El Segundo commenced the
preparation of a specific plan and environmental impact report for such a project.
(f) During public review of the project, local residents, including residents of the
City of Hawthorne who live in a neighborhood that abuts the southern boundary of Area A ( "the
Hollyglen Neighborhood ") objected to commercial development and called for residential
development instead.
(g) The developer was willing to heed the residents concerns; however, to promote
the efficient delivery of public services to its residents, the City of El Segundo has a long-
standing policy against permitting residential development east of Sepulveda Boulevard.
(h) In order to do all that they can to retain the LAAFB and to satisfy the concerns of
local residents, including the Hollyglen Neighborhood, the City of El Segundo has conditionally
agreed (pursuant to a Reorganization Agreement entered into with the City of Hawthorne, the
Hawthorne Redevelopment Agency, and the Developer entered into concurrently with the
passage of this Resolution) to detach Area A for residential development only and the City of
Hawthorne has agreed to annex Area A for residential development only.
WHEREAS, the agencies that would be affected by the proposed reorganization are as
follows:
FUNCTION
CURRENT
AGENCY/DISTRICT
FUTURE
AGENCY/DISTRICT
Sewer
County Sanitation District No. 5
County Sanitation District No. 5
Water
Southern California Water Company
(private)
Southern California Water
Company (private)
Solid Waste
None- private hauler
H &C Disposal (single source
Natural Gas
The Gas Company
The Gas Company
Electricity
Southern California Edison
Southern California Edison
Library
El Segundo Public Library
County of Los Angeles Library
System
Police
El Segundo Police Department
Hawthorne Police Department
Fire
El Segundo Fire Department
County of Los Angeles Fire
Department (Hawthorne is
contract City)
Schools (K -8)
Wiseburn School District
Wiseburn School District
LA 0108237 Q -2- Reorganization Agreement Exhibit C 8- 5- 03.DOC
School (9 -12)
Centinela Valley Union High School
Centinela Valley Union High
District
School District
Community
El Camino Community College District
El Camino Community College
College
District
Street Lighting
Southern California Edison
Southern California Edison
Lighting District
Traffic Signal
Los Angeles County Public Works
Los Angeles County Public
Maintenance
Works
Storm Drain
Los Angeles County Flood Control
Los Angeles County Flood
Catch Basin
Control
Maintenance
WHEREAS, the territory proposed to be reorganized is Uninhabited and a map and
description of the boundaries of the territory are attached hereto as Exhibits A and B and by this
referenced are incorporated herein.
WHEREAS, it is desired to provide that the proposed reorganization be subject to terms
and conditions to be determined through the application process.
WHEREAS, this proposal is consistent with the spheres of influence as proposed to be
amended for consistency with the proposed new city boundary line between the City of El
Segundo and the City of Hawthorne.
WHEREAS, prior to action by the Local Agency Formation Commission on the
proposed reorganization and consistent with the requirements of the California Environmental
Quality Act, the City Council of the El Segundo, acting as the lead agency, has certified an
environmental impact report for the project and will transmit the certified report to the
Commission concurrently with this resolution.
WHEREAS, The City council of Hawthorne, acting as a responsible agency, reviewed
and considered the EIR prepared and certified by El Segundo, exercised its own independent
judgment thereon, and adopted the findings set forth in City of Hawthorne Resolution No. 6817,
(attached as Exhibit "C").
WHEREAS for reasons set forth in the recitals section of the Reorganization
Agreement attached hereto as Exhibit "D, " Hawthorne and El Segundo entered into such
agreement.
WHEREAS, the City of Hawthorne consents to a waiver of protest proceedings
pursuant to Government Code section 57000 et seq but not the right to request reconsideration
of LAFCO's action pursuant to Government Code Section 56895.
LA #108237 Q -3- Reorganization Agreement Exhibit C 8- 5- 03.DOC
3208 - .
NOW, THEREFORE, this Resolution of Application is hereby adopted and approved
by the City Council of the City of Hawthorne and the Local Agency Formation Commission of
the County of Los Angeles is hereby authorized and requested to take proceedings for the
proposed reorganization as authorized and in the manner provided by the Cortese -Knox-
Hertzberg Local Government Reorganization Act of 2000.
BE IT FURTHER RESOLVED that this Resolution shall not become effective unless
the Reorganization Agreement attached hereto as Exhibit "D" has been fully executed on before
August 12, 2003 and El Segundo has adopted a resolution in the form attached hereto as Exhibit
"E" on or before August 12, 2003;
BE IT FURTHER RESOLVED that the City Clerk shall certify to the passage and
adoption of this Resolution; will enter the same in the book of original Resolutions of the City
of Hawthorne, and will make a minute of the passage and adoption thereof in the record of
proceedings of the City Council of the City of Hawthorne, in the minutes of the meeting at
which the same is passed and adopted.
PASSED, APPROVED, and ADOPTED thi lth day o ugust, 2003.
LARRY M. GUIDI, MAYOR,
City of Hawthorne, California
ATTEST:
DANIEL D. JUAREZ, C.M.C. /AAE
City of Hawthorne, California
APPROVED AS TO FORM:
GLEN E. SHISHIDO, City Attorney
City of Hawthorne, California
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF HAWTHORNE
LA # 108237 Q -4- Reorganization Agreement Exhibit C 8- 5- 03.DOC
I, , City Clerk of the City of Hawthorne, California, DO HEREBY CERTIFY that
the whole number of members of the City Council of the said City is five; that the foregoing
resolution, being RESOLUTION NO. was duly passed and adopted by the said City
Council, approved and signed by the Mayor of said City, and attested by the City Clerk of said
City, all at a regular meeting of the said Council held on the 11th day of August, 2003, and the
same was so passed and adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTENTION:
NOT PARTICIPATING:
WITNESS MY HAND THE OFFICIAL SEAL OF SAID CITY this day of August
2003.
Daniel D. Juarez, City Clerk
Of the City of Hawthorne,
California
(SEAL)
LA #108237 Q -5- Reorganization Agreement Exhibit C 8- 5- 03.DOC
3208.
REORGANIZATION AGREEMENT
EXHIBIT D
RESOLUTION NO.
A RESOLUTION OF APPLICATION BY THE CITY
COUNCIL OF THE CITY OF EL SEGUNDO
AUTHORIZING THE LOCAL AGENCY FORMATION
COMMISSION TO INITIATE PROCEEDINGS FOR THE
REORGANIZATION OF TERRITORY
RESOLVED by the City Council of the City of El Segundo that:
WHEREAS, the City of El Segundo desires to initiate proceedings pursuant to the
Cortese -Knox- Hertzberg Local Government Reorganization Act of 2000, commencing with
Section 56000 of the California Government Code, for a reorganization that would concurrently
detach territory from the City of El Segundo and annex the territory to the City of Hawthorne,
as described in Exhibit "A" and shown on Exhibit "B" to this resolution.
WHEREAS, the principal reasons for the proposed reorganization are as follows:
(a) The United States Air Force maintains facilities in the greater Los Angeles
region known as the Los Angeles Air Force Base ( "the LAAFB").
(b) Portions of the LAAFB facilities are currently located in the Sun Valley
community of the City of Los Angeles ( "the Sun Valley Site "), in a section of the City of
Hawthorne ( "the Lawndale Annex ") and on two sites in the City of El Segundo ( "Area A" and
"Area B ").
(c) The LAAFB presently employees more than 4,000 military and civilian
personnel and their jobs are important to the economic vitality of Southern California and the
local aerospace defense industry in particular.
(d) The United States Air Force intends to consolidate and upgrade the LAAFB
through the implementation of a unique public - private partnership, whereby the Sun Valley
Site, the Lawndale Annex and Area A will be conveyed to a private developer in exchange for
new facilities constructed by the developer on Area B from revenue generated by the developer.
(e) Area A is located east of Sepulveda Boulevard at the southeast corner of El
Segundo and Aviation Boulevards and adjacent to the El Segundo Boulevard on- and -off ramps
to the San Diego (I -405) Freeway in an area of the City of El Segundo that is zoned and
developed with commercial and industrial uses.
LA #108237 Q -1- Reorganzation Agreement Exhibit D 8- 5- 03.DOC
3208
(e) As part of its revenue plan, the developer originally proposed to develop Area A
with commercial uses, and the developer and the City of El Segundo commenced the
preparation of a specific plan and environmental impact report for such a project.
(f) During public review of the project, local residents, including residents of the
City of Hawthorne who live in a neighborhood that abuts the southern boundary of Area A ( "the
Hollyglen Neighborhood ") objected to commercial development and called for residential
development instead.
(g) The developer was willing to heed the residents concerns; however, to promote
the efficient delivery of public services to its residents, the City of El Segundo has a long-
standing policy against permitting residential development east of Sepulveda Boulevard.
(h) In order to do all that they can to retain the LAAFB and to satisfy the concerns of
local residents, including the Hollyglen Neighborhood, the City of El Segundo has conditionally
agreed (pursuant to a Reorganization Agreement entered into with the City of Hawthorne, the
Hawthorne Redevelopment Agency, and the Developer entered into concurrently with the
passage of this Resolution) to detach Area A for residential development only and the City of
Hawthorne has agreed to annex Area A for residential development only.
WHEREAS, the agencies that would be affected by the proposed reorganization are as
follows:
FUNCTION
CURRENT
AGENCY/DISTRICT
FUTURE
AGENCYIDISTRICT
Sewer
County Sanitation District No. 5
-County Sanitation District No. 5
Water
Southern California Water Company
(private)
Southern California Water
Company (private)
Solid Waste
None- private hauler
H &C Disposal (single source
Natural Gas
The Gas Company
The Gas Company
Southern California Edison
Southern California Edison
-Electricity
Library
El Segundo Public Library
County of Los Angeles Library
-System
Police
El Segundo Police Department
Hawthorne Police Department
Fire
El Segundo Fire Department
County of Los Angeles Fire
Department (Hawthorne is
contract City)
Schools (K -8 )
Wiseburn School District
Wiseburn School District
LA #108237 Q -2- Reorganzation Agreement Exhibit D 8- 5- 03.DOC
3208
School (9 -12)
Centinela Valley Union High School
Centinela Valley Union High
District
School District
Community
El Camino Community College District
El Camino Community College
College
District
Street Lighting
Southern California Edison
Southern California Edison
Lighting District
Traffic Signal
Los Angeles County Public Works
Los Angeles County Public
Maintenance
Works
Storm Drain
Los Angeles County Flood Control
Los Angeles County Flood
Catch Basin
Control
Maintenance
WHEREAS, the territory proposed to be reorganized is Uninhabited and a map and
description of the boundaries of the territory are attached hereto as Exhibits A and B and by this
referenced are incorporated herein.
WHEREAS, it is desired to provide that the proposed reorganization be subject to terms
and conditions to be determined through the application process.
WHEREAS, this proposal is consistent with the spheres of influence as proposed to be
amended for consistency with the proposed new city boundary line between the City of El
Segundo and the City of Hawthorne.
WHEREAS, prior to action by the Local Agency Formation Commission on the
proposed reorganization and consistent with the requirements of the California Environmental
Quality Act, the City Council of the El Segundo, acting as the lead agency, has certified an
environmental impact report for the project and will transmit the certified report to the
Commission concurrently with this resolution.
WHEREAS for reasons set forth in the recitals section of the Reorganization
Agreement attached hereto as Exhibit "C, " Hawthorne and El Segundo entered into such
agreement.
WHEREAS, the City of El Segundo consents to a waiver of protest proceedings
pursuant to Government Code section 57000 et seq but not the right to request reconsideration
of LAFCO's action pursuant to Government Code Section 56895.
NOW, THEREFORE, this Resolution of Application is hereby adopted and approved
by the City Council of the City of El Segundo and the Local Agency Formation Commission of
the County of Los Angeles is hereby authorized and requested to take proceedings for the
proposed reorganization as authorized and in the manner provided by the Cortese -Knox-
Hertzberg Local Government Reorganization Act of 2000.
LA #108237 Q -3- Reorganzation Agreement Exhibit D 8- 5- 03.DOC
3208 . ,
BE IT FURTHER RESOLVED that this Resolution shall not become effective unless
the Reorganization Agreement attached hereto as Exhibit "C" has been fully executed on before
August 12„ 2003 and Hawthorne has adopted a resolution in the form attached hereto as Exhibit
"D" on or before August 12, 2003;
BE IT FURTHER RESOLVED that the City Clerk shall certify to the passage and
adoption of this Resolution; will enter the same in the book of original Resolutions of the City
of El Segundo, and will make a minute of the passage and adoption thereof in the record of
proceedings of the City Council of the City of El Segundo, in the minutes of the meeting at
which the same is passed and adopted.
PASSED AND ADOPTED this 5th day of August, 2003.
ATTEST:
Cindy Mortesen,
City Clerk
APPROVED AS TO FORM:
LIM
Mark D. Hensley
City Attorney
Mike Gordon,
Mayor
LA # 108237 Q -4- Reorganzation Agreement Exhibit D 8- 5- 03.DOC
3 e-
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
I, Cindy Mortesen, City Clerk of the City of El Segundo, California, DO HEREBY CERTIFY
that the whole number of members of the City Council of the said City is five; that the
foregoing resolution, being RESOLUTION NO. was duly passed and adopted by the said City
Council, approved and signed by the Mayor of said City, and attested by the City Clerk of said
City, all at a regular meeting of the said Council held on the 5th day of August, 2003, and the
same was so passed and adopted by the following vote:
AYES:
NOES:
ABSENT: None
ABSTENTION: None
NOT PARTICIPATING: None
WITNESS MY HAND THE OFFICIAL SEAL OF SAID CITY this 5th day of August 2003.
Cindy Mortesen, City Clerk
Of the City of El Segundo,
California
(SEAL)
LA #108237 Q -5- Reorganzation Agreement Exhibit D 8- 5- 03.DOC
Reorganization Agreement
Is KEARNY Exhibit E
Real Estate Company
1900 Avenue of the Stars, Suite 320
Los Angeles, California 90067
310 203 -1840 Fax 310 203 -1850
July 14, 2003
Mr. Larry J. Calemine
Executive Officer
Local Agency Formation Commission
700 N. Central Avenue, Suite 350
Glendale, CA 91203
Dear Larry:
I am the Managing Partner of Kearny Real Estate Company. A partnership of Kearny, Morgan Stanley
Real Estate Fund IV, and Catellus Development Corporation (collectively "SAMS, LLC ") was selected
by the Air Force to develop their new Los Angeles Air Force Base campus as part of a much needed
modernization plan. Detailed information regarding the modernization plan can be found at
www.laafb.net.
I would like to thank LAFCO staff for the tremendous support and assistance you have provided to date.
As you know, Los Angeles Air Force Base is an enormous economic engine for the Los Angeles area.
Direct and indirect jobs tied to the base are estimated to be 65,000 and annual payroll tied to the Base is
$3.3 billion. Current contracts managed by the base total approximately $60 billion at any one time.
Based on the condition of the facilities, we believe Los Angeles Air Force Base has a very good chance of
being closed during the next round of base closures. The modernization plan is critical to the region's
efforts to maintain the base.
The Reorganization Agreement between El Segundo and Hawthorne to annex property from El Segundo
to Hawthorne is a testament of the community support, tenacity and creativity that is being brought to
bear to modernize Los Angeles Air Force Base. On behalf of SAMS, LLC, I also want to inform the
LAFCO staff and commission that SAMS, LLC fully supports the Reorganization Agreement and the
resolutions of application that have been passed by the Cities of El Segundo and Hawthorne.
Your actions as to this annexation are critical to the modernization effort. Please call if I can provide
additional information.
Again, thank you for all your efforts to date.
Sincerely,
Jeffrey Zritiley,
Managing Partner
cc: Mayor Mike Gordon
Mayor Larry Guidi