CONTRACT 5664 Reimbursement Agreement CLOSED Agreement No. 5664
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement("Agreement") is entered into as of Februar\L 21_, 2019,
by and between the City of EI Segundo, a general law city and municipal corporation
("City"), and Griffin Capital Company, LLC, a California limited liability company
("Applicant"). The parties agree as follows:
1 Recitals. This Agreement is made with reference to the following facts and
circumstances:
a. Applicant intends to develop real properties generally located at 1521 East
Grand Avenue and 233 Kansas Street in City's jurisdiction, as described
on Exhibit A which is incorporated by reference.
b, Applicant proposes to demolish three structures built more than 50 years
ago prior to redeveloping the subject properties (the "Project").
C. The Project requires that the three structures to be demolished, first be
evaluated for their potential to be designated significant historic resources
according to the California Environmental Quality Act ("CEQA"). The
project also requires the retention and costs of professional consultants;
the retention and costs of attorneys' fees; the costs of work performed by
City staff to complete a number of tasks including plans review of
consultant reports, environmental review, preparation of reports,
development of potential mitigation measures and project management
duties (collectively, "Project Costs").
d. City believes it is in the public interest for Applicant to pay such Project
Costs. Applicant understands that all work performed by the City related to
the Project will be under the direction of City, but at Applicant's expense.
2, City Reimbursement. Applicant agrees to fully reimburse the City for the Project
Costs. City has estimated the Project Costs as being $20,000. This amount
includes the consulting services to be performed by Michael Baker International,
Inc. as described in Exhibit B (estimated at$7,891), other technical studies and/or
environmental review, plus an additional City Administrative Cost of $2,109.
However, the Applicant acknowledges that the actual amount of such Project
Costs may be different. Nonetheless, even though the actual amount of such
Project Costs may be different, the Applicant agrees to reimburse the City for the
full amount of the actual costs of such Project Costs in the manner provided in this
Agreement. City will provide Applicant with an accounting of the Project Costs on
a monthly basis, which accounting the Applicant agrees will be conclusive, in the
absence of manifest error. The total cost of the Project Costs, as disclosed by the
accounting, is called the "Reimbursement Amount."
3. Citv has No GbGigation to Approve Pro;ie t, By signing this Agreement, Applicant
acknowledges and understands that this Agreement in no way obligates the City to
approve any of the entitlements or environmental documents for the Project. The
City and its elected and appointed officials retain sole discretion to either approve or
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Agreement No. 5664
deny any of the environmental documents or entitlements that are the subject of this
Agreement and needed to effectuate the Project.
4. Method of Reimbursement.
a. Initial Deoosit. Except as provided below, upon execution of this
Agreement, Applicant agrees to deposit with City $10,000 ("Deposit
Amount") which represents 50 percent of the total estimated
Reimbursement Amount. Costs associated with the Project will be charged
against the deposit amount.
b, The Deposit Amount will be placed in a non-interest bearing trust account
established by the City Manager. Applicant understands and agrees that
City will not pay interest to Applicant on the Deposit Amount and Applicant
will not seek such interest payments from City.
C. Replenishment Deeosit.Whenever the Deposit Amount balance falls below
$5,000, the City may request the Applicant to replenish the amount
("Replenishment Deposit"). Applicant agrees to deliver a Replenishment
Deposit to City within 10 business days following the City's request.
d. Should the actual Reimbursement Amount exceed the Deposit Amount,
Applicant agrees to promptly pay City any difference. Should the
Reimbursement Amount be less than the Deposit Amount, City will refund
Applicant any remaining Deposit Amount to Applicant within 30 days after
determining the Reimbursement Amount.
5. Cite Administrative Costs. Administrative costs incurred by City, including, without
limitation, staff time, legal costs, fees and services, must be reimbursed on a time
and materials basis based on current City reimbursement rates. Such costs will be
deducted by City from the Deposit Amount on a monthly basis.
6, Applicant Default. Should Applicant fail to perform any of its obligations under this
Agreement, then City may, at its option, pursue any one or more or all of the
remedies available to it under this Agreement, at law or in equity. Without limiting
any other remedy which may be available to it, if Applicant fails to pay either the
Deposit Amount or a Replenishment Deposit, or fails to fully reimburse the City for
the Project Costs, City may cease performing its obligations under this Agreement
and may bring an action to recover all costs and expenses incurred by the City in
completing the studies, together with interest thereon from the date incurred at the
rate of 10% per annum.
7. Term. This Agreement will terminate either: (i) 12 months from the date Applicant's
application has been approved by the City; or (ii) when the Project has been
disapproved or the application has been formally withdrawn. Disapproval of the
Project or the Applicant's withdrawal of the application does not excuse Applicant
from reimbursing the City for the Project Costs incurred up to such date of
disapproval or withdrawal pursuant to this Agreement.
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Agreement No. 5664
& Compliance with Law, Applicant will, at its sole cost and expense, comply with all
of the requirements of all federal, state, and local authorities now in force, or which
may hereafter be in force, pertaining to this Agreement.
9, Waiver of Breach. Any express or implied waiver of a breach of any term of this
Agreement will not constitute a waiver of any further breach of the same or other
term of this Agreement.
10, Insolvencv, Receiver. Either the appointment of a receiver to take possession of
all or substantially all of the assets of Applicant, or a general assignment by
Applicant for the benefit of creditors, or any action taken or offered by Applicant
under any insolvency or bankruptcy action, will constitute a breach of this
Agreement by Applicant, and in such event this Agreement will automatically cease
and terminate if Applicant or its successor or assign cease or fails to timely pay
any amount due and payable by Applicant (or its successor or assign) under this
Agreement.
11, Notices. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this Agreement or by law to be served
on or given to either party to this Agreement by the other party will be in writing
and will be deemed served when personally delivered to the party to whom they
are directed, or in lieu of the personal service, upon deposit in the United States
Mail, certified or registered mail, return receipt requested, postage prepaid,
addressed to:
Applicant at: Attn: Bill Messori
Griffin Capital Company, LLC
1520 East Grand Avenue
EI Segundo, CA 90245
City at: City of EI Segundo
Attn: Gregg McClain, Planning Manager
350 Main Street
EI Segundo, CA 90245
310-524-2393
Either party may change its address for the purpose of this Section by giving written
notice of the change to the other party.
12. Acceptance of Electronic Signatures. The Parties agree that agreements ancillary
to this Agreement and related documents to be entered into in connection with this
Agreement will be considered signed when the signature of a party is delivered by
electronic mail in "portable document format" (i.e., .pdD form, or by facsimile
transmission. Such signature will be deemed to be and treated in all respects as
an original signature.
13. Governinq Law. This Agreement is made in and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving
this Agreement will be in Los Angeles County.
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Agreement No. 5664
14. Partial Invalidity. Should any provision of this Agreement be held by a court of
competent jurisdiction to be either invalid or unenforceable, the remaining
provisions of this Agreement will remain in effect, unimpaired by the holding.
15. Integration. This instrument and its attachments constitute the sole agreement
between City and Applicant respecting the matters above and correctly sets forth
the obligations of City and Applicant.
16. Construction.The language of each part of this Agreement will be construed simply
and according to its fair meaning, and this Agreement will never be construed
either for or against either party.
17. Authority/Modification. The Parties represent and warrant that all necessary action
has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.The City's manager, or designee, may execute any
such amendment on behalf of City.
18. Counterparts, This Agreement may be executed in any number of counterparts,
each of which will be an original, but all of which together will constitute one
instrument executed on the same date.
[Signatures on following page]
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Agreement No. 5664
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written.
CITY OF EL SEGUNDO, GRIFFIN CAPITAL COMPANY, LLC
a municipal corporation, a California limited liability company
Greg rpent , City Manager William Messori, Director of
Development
ATTEST:
Tray Wea er, City Clerk
APPROVED AS TO FORM;
� � .
for
Mark D. Hensley, Ci orney
{If Corporation or similar entity, needs two officer signatures or evidence that one signature
binds the company}
Rev 2/2017
5
✓Y i-
Agreement No. 5664
SMOKY HOLLOW— INVENTORY LIST
PropertyLand Area Existing
Building# Building Address (SF)
Built Type
1 1431 Franklin 10,454 - - Land
2 233 Kansas 50,094 19,439 1956 Office
3 270 California 10,019 - - Land
4 247 Kansas 14,810 4,520 1956 Office
5 318 Kansas AKA 1521 Grand 60,548 47,281 1997 Office
6 330 Kansas 43,996 32,435 1980 Office
7 348 Kansas 36,590 15,954 1952 Office
Land Area Existing
(SF) Building
BLOCK 1 TOTAL 85,377 23,959
BLOCK 2 TOTAL 141,134 95,670
TOTAL •
-Y- ' Agreement No. 5664
Michael Baker We Make a Difference
I N T E R N AT 1 0 N A L
December 11,2018
Paul Samaras, Principal Planner
CITY OF EL SEGUNDO
50 Main Street
EI Segundo,CA 90245
RE: PROPOSAL TO CONDUCT THE CULTURAL RESOURCES IDENTIFICATION AND EVALUATION
EFFORTS FOR THE INFINEON DEVELOPMENT PROJECT,EL SEGUNDO,CALIFORNIA
Dear Mr.Samaras:
Per your request, we have prepared the attached proposal to conduct the cultural resources
identification and evaluation efforts required for the Infineon Development Project in EI Segundo,
California.Our proposed scope of work,schedule,and budget are attached to this letter.
Thank you for the opportunity to propose on this assignment. We would welcome the opportunity to
assist the City with this project.Michael Baker International has staff resources available to start on the
project immediately with the City of EI Segundo's approval and authorization.If you have any questions
or need any additional information, please do not hesitate to contact me at (562) 200-7170 or
ibellasr)mbakerintlxom.
Sincerely,
John Bellas
Senior Associate
Attachment:Scope of Services,Schedule,Fee,and Key Staff Biographies
M BA K E R I N T L.C 0 M 3760 Kilroy Airport Way,Suite 270 Long Beach,CA 90806
P:(562)200-7165 F:(562)200-1766
Agreement No. 5664
City of EI Segundo
RE:Proposal to Conduct the Cultural Resources Identification and Evaluation EfForts for the Infineon
Development Project,EI Segundo,California
Page 2
SCOPE OF SERVICES
PROJECT UNDERSTANDING
As part of the Infineon Development Project(project),a developer is purchasing a property consisting
of two blocks totaling approximately 226,511 square feet.
Block 1 is bound by Franklin Avenue on the south, Kansas Street on the east, California Street on the
west, and Grand Avenue on the north, and includes a total of six buildings. The following is a list of
buildings with built dates and proposed project activities:
1410 Grand Avenue(APN 4139-006-0555)
The building was constructed in 1946.Project plans include interior remodeling.No demolition
is proposed.
236 California Street/1410 Franklin Street(APN 4139-006-058)
The building was constructed in 1951.Project plans include interior remodeling.No demolition
is proposed.
232 California Street(APN 4139-006-059)
The building was constructed in 1981.Project plans include interior remodeling.No demolition
is proposed.
1401 East Franklin Avenue(APN 4139-006-060)
The building was constructed in 1973.Project plans include interior remodeling.No demolition
is proposed.
233 Kansas Street(APN 4139-006-063)
The building was constructed in 1956 and is planned for demolition.
247 Kansas Street(APN 4139-006-064)
The building was constructed in 1948 and is planned for demolition.
Block 2 is bound by Grand Avenue on the south, Kansas Street on the west,Washington Street on the
east, and Holly Avenue on the north, and includes a total of three buildings.The following is a list of
buildings with built dates and proposed project activities:
348 Kansas Street(APN 4139-008-010)
The building was constructed in 1952 and is planned for demolition.
330 Kansas Street(APN 4139-008-056)
The building was constructed in 1980.Project plans include interior remodeling.
318 Kansas Street/1521 East Grand Avenue(APN 4139-008-047)
The building was constructed in 1997.Project plans include interior remodeling.
The three buildings proposed for demolition, 233, 247, and 348 Kansas Street (APNs 4139-006-063,
4139-006-064,and 4139-008-010,respectively)require evaluation to the California Register of Historical
Agreement No. 5664
City of El Segundo
RE:Proposal tmConduct the Cultural Resources Identification and Evaluation EfFmrtsfor the8mGneom
Development Project,EUSegundo,California
Page
Resources (California Register) because,pursuant to CEC>ASection 1S064.5'cultural resources SOyears
of age or older must be identified and evaluated for historical significance to identify whether or not a
project proposes impacts to historical resources.
SCOPE
We propose tocomplete the cultural resources identification and evaluation efforts required tosatisfy
CEQA.We will complete the following identification and evaluation efforts:
�
South Central Coastal Information Center records search for information related to previously
identified cultural resources within the project area.
*
Archival research and historic map review.
°
Field survey and photographs required for the California Register evaluations.
*
California Register evaluations of233, Z47' and 34BKansas Street(APNs4139-OO6-O83,4\39'
006-064'and41]9-008'010'respectiwe|y)mna\|appnopriateDPR5236ornms.
Methods and results of the identification and evaluation efforts will be summarized in a memo that
could be used as the existing conditions information in a cultural resources chapter of any future CEQA
document completed for the project. Note that the impact analysis that would beneeded for o [EOA
document is not included in our currently proposed scope of work,as we understand that the project
plans could evolve pending the results ofthe cultural resources evaluation.
We assume no archaeological survey is required because the project area appearsfu||y paved, and
permission toenter will beprovided atnotice toproceed.\fproject p|anochangetoindudeadd\tiona|
demolition or exterior alterations of any of the buildings over 50 years of age within Blocks 1 and 2,
California Register evaluations may be required to satisfy CEQA and a budget augment can be prepared.
SCHEDULE
Michael Baker International is committed to completing the cu|tural resources evaluation in a time
frame that meets the City's needs.Assuming a standard schedule is appropriate,vvewould complete
the scope mfwork described above within Sweeks from Notice toProceed.
FEE
Michael Baker International is available to complete the scope of work described above for a fee of
$7,891.
KEY STAFF BIOGRAPHIES
John BeKUas,Project 88anagex/P -eot Advisor,has 19years mfexperience and i»arecognized expert
in the environmental planning field in Southern California. He has managed the preparation of
numerous [E[>A and NEPA documents for a wide range of projects, including land
development/entitlement projects, |and use plans/programs, and capital improvement projects. In
addition,he serves as an in-house environmental coordinator/CEQA advisor for several prominent cities
in Southern California.He has also conducted specialized CEQA training programs for client cities,served
as an instructor in AEP's "Advanced CEQV and "CEQA Essentials" workshops, and presented on CEQA
topics atAEP and APA conferences. Notable,John has extensive CEQAexperience with projects that
involve significant historical resources,including:
Agreement No. 5664
City of EI Segundo
RE:Proposal to Conduct the Cultural Resources Identification and Evaluation EfForts for the Infineon
Development Project,EI Segundo,California
Page 4
YWCA Adaptive Reuse/Kimpton Hotel Project EIR(reuse of a National Register-eligible YWCA
facility designed by famed architect/landscape architect Julia Morgan),City of Pasadena, EIR Peer
Review and CEQA Oversight
Hill&Colorado Project EIR(historic Pasadena Ford dealership site),City of Pasadena,EIR Peer
Review and CEQA Oversight
3200 Foothill Project Sustainable Communities Environmental Assessment(former Naval
Ordinance Testing Station site),City of Pasadena,SCEA Peer Review and CEQA Oversight
■ Green Hotel Apartments Project EIR(National Register-listed Castle Green property),City of
Pasadena,EIR Peer Review and CEQA Oversight
Evanston Inn Adaptive Reuse Project IS/MND(historic Victorian-era inn property),City of
Pasadena,IS/MND Peer Review and CEQA Oversight
Desiderio Army Reserve Base Reuse Project EIR,City of Pasadena,EIR Peer Review and CEQA
Oversight
■ Caltech Neurosciences Building/Relocation of Historic Bungalow Court CEQA Document,City of
Pasadena,Peer Review and CEQA Oversight
■ Mission Place Project EIR(historic elementary school site),South Pasadena Unified School
District/City of South Pasadena,Project Manager
Edinburgh Avenue Small Lot Subdivision EIR(historic bungalow court),City of Los Angeles,EIR Peer
Review
■ Coresite Project EIR Addendum (adjacent to historic U.S. Post Office Terminal Annex), City of Los
Angeles,EIR Addendum Peer Review
■ Santa Monica High School Campus Plan EIR(multiple historic buildings on campus),Santa Monica-
Malibu Unified School District, Project Director
■ Dietz Garage Project EIR(historic auto garage site),City of Ontario,Project Manager
Diamante Terrace Project EIR(historic farmhouse site),City of Ontario,Project Manager
Margo Nayyar,Architectural Historian,has eight years of cultural resources management experience
in California. Her experience includes built environment surveys, evaluation of historic-era resources
using guidelines outlined in the National Register and the California Register,and preparation of cultural
resources technical studies pursuant to CEQA and Section 106 of the National Historic Preservation Act,
municipal preservation planning and general plan updates, Native American consultation, historic
preservation ordinance updates,grant writing,and provision of Certified Local Government training to
interested local governments. Ms. Nayyar also specializes in producing HABS/HAER/HALS (Historic
American Buildings Survey, Historic American Engineering Record,and Historic American Landscapes
Survey) heritage documentation. She meets the Secretary of the Interior's Professional Qualification
Standards for history and architectural history.
Nichole Jordan Davis, Cultural Resources Service Lead, is a registered professional archaeologist
(#989208)and meets the Secretary of the Interior's Professional Qualification Standards archeology and
history, and the Society for California Archaeology's professional qualification standards for Principal
Agreement No. 5664
City of EI Segundo
RE:Proposal to Conduct the Cultural Resources Identification and Evaluation EfForts for the Infineon
Development Project,EI Segundo,California
Page 5
Investigator.Mrs.Jordan Davis has 14 years of experience in cultural resources management,including
project management, personnel management, Native American consultation, archival research,
laboratory analysis, ethnographic and historical research, field survey, prehistoric and historical
excavation,laboratory analysis,collections management,and GIS applications.She has experience with
cultural and tribal cultural resources issues as they relate to CEQA and NEPA.She directs the preparation
of cultural resources technical studies compliant with Section 106 of the National Historic Preservation
Act and CEQA, including studies documenting research, survey, testing, excavation, monitoring, and
evaluation for inclusion in the National Register and California Register. She has worked in California,
Nevada,Oregon,Utah,and Polynesia.
Resumes for these individuals are available upon request.