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2020 Nov 17 - CC PACKETAGENDA EL SEGUNDO CITY COUNCIL 350 MAIN STREET DUE TO THE COVID-19 EMERGENCY, THIS MEETING WILL BE CONDUCTED PURSUANT TO THE GOVERNOR'S EXECUTIVE ORDER N-29-20. How Can Members of the Public Observe and Provide Public Comments? Residents are strongly encouraged to participate remotely via Spectrum Channel 3 and 22, AT&T U -verse Channel 99 and/or EI Segundo TV at YouTube.com. Members of the Public may provide comments electronically by sending comments to the following e-mail address, with a limit of 150 words and accepted up until 30 minutes prior to the meeting: PUBLICCOMMUNICATIONS@elsegundo.org, in the subject line please state the meeting date and item number. Depending on the volume of communications, the emails will be read to Council during public communications and are subject to disclosure under the Public Records Act. Members of the Public may also provide comments in the designated area in Council Chamber up to and during public communication portion of the meeting. Members of the public must observe "social distancing" requirements at all times, i.e., remain six (6) feet from other attendees during the entirety of the event or gathering. Additional Information: The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items. Any writings or documents given to a majority of the City Council regarding any matter on this agenda that the City received after issuing the agenda packet are available for public inspection in the City Clerk's office during normal business hours. Such Documents may also be posted on the City's website at www.elsegundo.org and additional copies will be available at the City Council meeting. Unless otherwise noted in the Agenda, the Public can only comment on City -related business that is within the jurisdiction of the City Council and/or items listed on the Agenda during the Public Communications portions of the Meeting. Additionally, the Public can comment on any Public Hearing item on the Agenda during the Public Hearing portion of such item. The time limit for comments is five (5) minutes per person. Before speaking to the City Council, please state: Your name and residence and the organization you represent if desired. Please respect the time limits. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact City Clerk, 524-2305. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, NOVEMBER 17, 2020 - 4:00 PM CALL TO ORDER ROLL CALL PUBLIC COMMUNICATION - (Related to Citv Business Only - 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. SPECIAL ORDER OF BUSINESS: CLOSED SESSION: The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et sem.) for the purposes of conferring with the City's Real Property Negotiator, and/or conferring with the City Attorney on potential and/or existing litigation; and/or discussing matters covered under Government Code Section §54957 (Personnel); and/or conferring with the City's Labor Negotiators; as follows: CONFERENCE WITH LEGAL COUNSEL — INTIATION OF LITIGATION Initiation of litigation pursuant to Government Code §54956.9 (d)(4): -1- matters. 2 E AGENDA EL SEGUNDO CITY COUNCIL 350 MAIN STREET DUE TO THE COVID-19 EMERGENCY, THIS MEETING WILL BE CONDUCTED PURSUANT TO THE GOVERNOR'S EXECUTIVE ORDER N-29-20. How Can Members of the Public Observe and Provide Public Comments? Residents are strongly encouraged to participate remotely via Spectrum Channel 3 and 22, AT&T U -verse Channel 99 and/or EI Segundo TV at YouTube.com. Members of the Public may provide comments electronically by sending comments to the following e-mail address, with a limit of 150 words and accepted up until 30 minutes prior to the meeting: PUBLICCOMMUNICATIONS@elsegundo.org, in the subject line please state the meeting date and item number. Depending on the volume of communications, the emails will be read to Council during public communications and are subject to disclosure under the Public Records Act. Members of the Public may also provide comments in the designated area in Council Chamber up to and during public communication portion of the meeting. Members of the public must observe "social distancing" requirements at all times, i.e., remain six (6) feet from other attendees during the entirety of the event or gathering. 'For Public Hearings only' written communication will be accepted both before the meeting and during the open period of the Public Hearing at PUBLICCOMMUNICATIONS@elsegundo.org. Additional Information The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items. Any writings or documents given to a majority of the City Council regarding any matter on this agenda that the City received after issuing the agenda packet are available for public inspection in the City Clerk's office during normal business hours. Such Documents may also be posted on the City's website at www.elsegundo.org and additional copies will be available at the City Council meeting. Unless otherwise noted in the Agenda, the Public can only comment on City -related business that is within the jurisdiction of the City Council and/or items listed on the Agenda during the Public Communications portions of the Meeting. Additionally, the Public can comment on any Public Hearing item on the Agenda during the Public Hearing portion of such item. The time limit for comments is five (5) minutes per person. Before speaking to the City Council, please state: Your name and residence and the organization you represent, if desired. Please respect the time limits. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact City Clerk, 524-2305. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, NOVEMBER 97, 2020 - 6:00 P.M. CALL TO ORDER INVOCATION - The Bridge PLEDGE OF ALLEGIANCE - Council Member Nicol 3 3 ROLL CALL PUBLIC COMMUNICATIONS — (Related to City Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. CITY MANAGER FOLLOW-UP COMMENTS — (Related to Public Communications SPECIAL PRESENTATIONS: a) Proclamation — Spark of Love b) Proclamation — United Against Hate c) COVID-19 Update PROCEDURAL MOTIONS Consideration of a motion to read all ordinances and resolutions on the Agenda by title only. Recommendation — Approval. A. CONSENT CALENDAR 1. Approve Regular City Council Meeting Minutes of November 3, 2020 2. Approve warrant numbers 3033404 — 3033509 and 9001689 - 9001689 on Register No. 3a in the total amount of $448,412.33 and wire transfers from 10/26/20 through 11/01/20 in the total amount of $20,764.45. Warrant numbers 3033510 — 3033577 and 9001690 — 9001729 on Register No. 3b in the total amount of $280,898.68 and wire transfers from 11/02/20 through 11/08/20 in the total amount of $589,964.76. 3. Authorize the City Manager to execute a Professional Services Agreement with CSG Consultants, Inc. for $159,980 to provide Planning Consulting Services in relation to implementation of a SB 2 grant requirements. [The project is exempt from environmental review pursuant to Title 14 ("CEQA Guidelines") § 15061(b)(3) — the common sense exemption as it can be seen with certainty that there will not be an impact, because the project involves community outreach activities and research regarding potential housing sites, activities which do not have any potential environmental impacts. Future actions relating to these ordinances relating to affordable housing will be subject to environmental review under the California Environmental Quality Act.] 4 Ki 4. Authorize the City Manager to execute a contract with Digital Networks Group, Inc. for $438,109 to provide design and installation of an AV Equipment Upgrade for City Council Chamber and Conference Rooms, including $15,000.00 for contingency. 5. Adopt an Ordinance amending the EI Segundo Municipal Code to reflect changes to the City's internal organization, including revised names of certain departments and classifications. 6. Adopt Resolutions amending the City's medical contribution for CalPERS medical coverage consistent with previously approved labor agreements for Medical Policy Year 2021 for Police Management Association (PMA), Police Officers' Association (POA), Police Support Services Employee Association, Firefighters' Association (FFA) and Supervisory and Professional Employee's Association (SPEA). 7. Adopt a Resolution authorizing the City Manager to rescind the written notice of intent to withdraw membership from the Independent Cities Risk Management Authority (ICRMA). B. PUBLIC HEARINGS 8. Conduct a Public Hearing, adopt a Resolution, waive first reading and introduce an Ordinance amending Development Agreement No. DA 03-01 (8th Amendment) and conditions of approval for the Plaza EI Segundo and The Point development project to increase the allowed percentage of non -sales tax generating uses to 40 percent. [The project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Title 14 California Code of Regulations § 15061(b)(3) — the common sense exemption as it can be seen with certainty that there will not be an impact, because no substantial construction and no addition of building area is being proposed. The proposed change to the mix of uses will maintain the total daily and peak AM and PM traffic trips generated by the shopping center below the levels estimated previously; and no other impact areas should be affected; and CEQA Guidelines § 15305 — the Class 5 exemption for minor alterations in land use limitations as office and other non -retail uses are already allowed in the C-4 zone and the only change involves the ratio of office and other non -retail uses to retail uses.] C. STAFF PRESENTATIONS D. COMMITTEES, COMMISSIONS AND BOARDS PRESENTATIONS: E. REPORTS — CITY CLERK 5 6i F. REPORTS — CITY TREASURER G. REPORTS — COUNCIL MEMBERS Council Member Giroux — Council Member Nicol — Council Member Pirsztuk - Mayor Pro Tem Pimentel — Mayor Boyles — H. REPORTS — CITY ATTORNEY I. REPORTS/FOLLOW-UP — CITY MANAGER CLOSED SESSION The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et sem.) for the purposes of conferring with the City's Real Property Negotiator, and/or conferring with the City Attorney on potential and/or existing litigation; and/or discussing matters covered under Government Code Section §54957 (Personnel); and/or conferring with the City's Labor Negotiators. REPORT OF ACTION TAKEN IN CLOSED SESSION (if required) MEMORIAL — ADJOURNMENT POSTED: DATE: TIME: BY: November 13, 2020 9 AM Tracy Weaver, City Clerk 0 C: ro clamatt"o n Citp of (El 6egunbo, California WHEREAS, On March 4, 2020, Governor Newsom proclaimed a statewide emergency because of COVID-19; on March 11, 2020, the World Health Organization declared COVID-19 to be a pandemic; on March 13, 2020, the President declared a National Emergency; on March 16, 2020, the City of El Segundo declared a local emergency (ratified by the El Segundo City Council on March 17, 2020); and WHEREAS, In an effort to provide for children who otherwise might not experience the joy of the holiday season, the City of El Segundo Fire Department along with other Southland fire agencies, has participated in the Spark of Love program for the past twenty-eight years and has been a collection site for toys and food items donated during the holidays, but due to the pandemic this year's toy drive is going online and transitioning to an all virtual effort by partnering with myregistry.com; and WHEREAS, The ever upward spiraling cost of living burdens disadvantaged and displaced families who may not be able to give gifts during the holiday season without help from the Spark of Love program; The true holiday spirit is reflected in unselfish giving and our thoughts and hearts go out to those less fortunate than ourselves; and WHEREAS, In the past, with the help of civic -minded citizens who live and work in our community, hundreds of toys plus food items have been collected and distributed to children and families in El Segundo and other South Bay cities. NOW, THEREFORE, the Mayor and Members of the City Council of the City of El Segundo, California, do hereby proclaim November 09, 2020 through December 18, 2020 as the Spark of Love Virtual Toy Drive. NT PARKOF AVE Y DRIVE 1P SUBARU. The community is encouraged to support this holiday program by contributing toys virtually through httr)s:llwww.mvregistry.com/wishlist/sr)ark-of-love-los-anizeles-ca1257 i 215/iziftlist. during the period of November 09 through December 18, 2020. Mayor Drew Bofes Mayor Pro Tem Chris Pimentef Counci(Member CaroCBirsztuk CounciCMember Scot Nicol Counci(Member Lance Giroux 7 Proclamation United Against Hate COVID-19 Update MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, NOVEMBER 3, 2020 — 4:00 PM This meeting was conducted virtually via Zoom conferencing CALL TO ORDER — Virtually by Mayor Boyles at 4:00 PM ROLL CALL Mayor Boyles - Present via teleconferencing Mayor Pro Tem Pimentel - Present via teleconferencing Council Member Pirsztuk - Present via teleconferencing Council Member Nicol - Present via teleconferencing Council Member Giroux - Present via teleconferencing PUBLIC COMMUNICATION — (Related to City Business Only — 5 minute limit per person, 30 minute limit total) None SPECIAL ORDER OF BUSINESS: Mayor Boyles announced that Council would be meeting in closed session pursuant to the items listed on the Agenda. CLOSED SESSION: The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et seq.) for the purposes of conferring with the City's Real Property Negotiator; and/or conferring with the City Attorney on potential and/or existing litigation; and/or discussing matters covered under Government Code Section §54957 (Personnel); and/or conferring with the City's Labor Negotiators; as follows: CONFERENCE WITH LEGAL COUNSEL — PENDING LITIGATION Kevin Smith v. City of EI Segundo, Workers Compensation Appeals Board Case No. WCAB ADJ9258793 2. Scott O'Connor (Police Officer) v. City of EI Segundo, United States District Court (California Central District) Case No. 2:20-cv-0031 1 -DMG (PLAx) CONFERENCE WITH LEGAL COUNSEL — INIATION OF LITIGATION Initiation of litigation pursuant to Government Code §54956.9 (d)(4): -2- matters. Adjourned at 5:55 PM WE 1 REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, NOVEMBER 3, 2020 - 6:00 P.M. This meeting was conducted virtually via Zoom conferencing CALL TO ORDER - Virtually by Mayor Boyles at 6:OOPM INVOCATION — Tracy Weaver, City Clerk PLEDGE OF ALLEGIANCE — Council Member Giroux ROLL CALL Mayor Boyles - Present via teleconferencing Mayor Pro Tem Pimentel - Present via teleconferencing Council Member Pirsztuk - Present via teleconferencing Council Member Nicol - Present via teleconferencing Council Member Giroux - Present via teleconferencing PUBLIC COMMUNICATIONS — (Related to City Business Only — 5 minute limit per person, 30 minute limit total) None CITY MANAGER FOLLOW-UP COMMENTS — (Related to Public Communications SPECIAL PRESENTATIONS: a) COVID-19 update by Fire Chief Donovan A. PROCEDURAL MOTIONS Consideration of a motion to read all ordinances and resolutions on the Agenda by title only. MOTION by Council Member Giroux, SECONDED by Council Member Pirsztuk to read all ordinances and resolutions on the agenda by title only. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0 B. CONSENT CALENDAR Approve Regular City Council Meeting Minutes of October 20, 2020. 2. Approve warrant numbers 3033227 — 3033348 and 9001686 — 9001687 on Register No. 2a in the total amount of $407,928.64 and wire transfers from 10/12/20 through 10/18/20 in the total amount of $2,697,603.49. Warrant numbers 3033349 — 3033403 and 9001688 — 9001688 on Register No. 2b in the total amount of $213,091.99 and wire transfers from 10/19/20 through 10/25/20 in the total amount of $650,364.46 3. PULLED BY COUNCIL MEMBER NICOL 2 11 4. Approve and adopt Debt Management and Disclosure Policy as required by State Law. (Fiscal Impact: None) 5. Adopt Resolution No. 5231 authorizing destruction of identified records in accordance with provisions of Section 34090 of the Government Code of the State of California. (Fiscal Impact: $1200.00 FY 2020/21 Budget) 6, Authorize City Manager to implement the proposed EI Segundo Voluntary Retirement Incentive Program (Fiscal Impact: None) 7. PULLED BY MAYOR BOYLES MOTION by Council Member g, SECONDED by Council Member Nicol, approving Consent Agenda items 1, 2, 4, 5, and 6. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0 PULLED ITEMS: 3. Authorize Public Works Construction Contract No. 5975with Pacific Tennis Courts, Inc. for $134,070 for the Roller Hockey Rink Improvements Project. (Project No. PW 19-13) (Fiscal Impact: $155,000.00 w/ $15,898.00 contingency funds for unforeseen conditions) Council Member Nicol thanked LA Kings Organization for their donation for the Roller Hockey Rink Improvements. Council Discussion regarding the company awarded the contract. Elias Sassoon, Public Works Director, commented on the project and chosen contractor. Phil Carter, owner, answered Council questions regarding the project MOTION by Council Member Nicol, SECONDED by Mayor Pro Tem Pimentel authorizing the City Manager to execute a standard Public Works Construction Contract No.5975 with Pacific Tennis Courts, Inc. for $204,110.00 for the Roller Hockey Rink Improvements Project, authorize an additional $15,898.00 as contingency funds for unforeseen conditions and authorize the City Manager to execute a change order to reduce the contract amount by $70,040.00 for a final contract amount of $134,070.00. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0 7. Accept grant awards from Chevron U.S.A., Inc. in the amounts of $100,000.00 to support economic development within the City of EI Segundo and $215,946.05 to support the EI Segundo Fire Department. 3 12 (Fiscal Impact: $100,000.00 Revenue to the Economic Development Grant Account and $215,946.05 to the Fire Department. Mayor Boyles asked staff to say a few words regarding the donation from Chevron. Barbara Voss, Deputy City Manager and Fire Chief Donovan both thanked Chevron for the generous donation made to the City of EI Segundo. Jeff Wilson, Vice President, Public Affairs and Lily Craig, External Affairs Manager both said a few words regarding the donation from Chevron. Council Discussion MOTION by Council Member Pirsztuk, SECONDED by Council Member Nicol authorizing City Manager to accept grant awards from Chevron U.S.A., Inc., Agreement No. 5976 in the amounts of $100,000 for Economic Development within the City of EI Segundo and $215,946.05 for Fire Department equipment. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0 C. PUBLIC HEARINGS: None D. STAFF PRESENTATIONS 8. Presentation of Investment Portfolio Report for September 2020 (Fiscal Impact: None) Matthew Robinson, City Treasurer, gave a presentation. Council Discussion Council consensus to receive and file the report. 9. Implementation of Reorganization of City Departments, including: Changing the names of the Library, Recreation and Park, Planning and Building Safety, and Information Services Departments; Establishing and deleting certain job classifications; and, Establishing and modifying salary ranges or certain positions in various City Departments. (Fiscal Impact: Adopted FY 2020-2021 Citywide Budget) Scott Mitnick, City Manager, reported on the item. Council Discussion Mark Hensley, City Attorney read by title only; 4 13 RESOLUTION NO. 5232 A RESOLUTION ESTABLSJING BASIC MONTHLY SALARY RANGES FOR VARIOUS JOB CLASSIFICATIONS MOTION by Council Member Giroux, SECONDED by Mayor Pro Tem Pimentel, adopting Resolution No 5232. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0 Mark Hensley, City Attorney read by title only; ORDINANCE NO. 1620 AN ORDINANCE AMENDING THE EL SEGUNDO MUNICIPAL CODE TO REFLECT CHANGES TO THE CITY'S INTERNAL ORGANIZATION, INCLUDING REVISED NAMES OF CERTAIN DEPARTMENTS AND CLASSIFICATIONS Council Member Nicol introduced the Ordinance Second reading and possible adoption of the Ordinance is scheduled for the regular City Council meeting of November 17, 2020. E. COMMITTEES, COMMISSIONS AND BOARDS PRESENTATIONS: None F. REPORTS — CITY CLERK — Thanked staff for all their help with setting up Vote Centers within the City. G. REPORTS — CITY TREASURER — Gave a report under Staff Presentations H. REPORTS — COUNCIL MEMBERS Council Member Giroux — Attended ROAD meeting and gave a shout out to the ASB Members representing the High School for this organization. Council Member Nicol — Attended Hyperion Meeting, attended the Park Vista Senior Housing Board meeting and thanked all who volunteered for the many Halloween events over the last few weeks. Council Member Pirsztuk — Thanked all the Halloween event volunteers for their hard work and success on the events. Mayor Pro Tem Pimentel — Commented on Land Issue initiatives that will be heading our way in the near future. Mayor Boyles — Attended Southern California Association of Governments meeting, attended a Local Travel Network meeting that was sponsored by the COG and met with Assembly Member Burke on items of concern for our area. 14 REPORTS — CITY ATTORNEY — Passed J. REPORTS/FOLLOW-UP — CITY MANAGER — Mentioned the next Council meeting will be held on November 17, 2020. Complimented the City staff on their COVID-19 efforts and especially during this Halloween season. MEMORIAL — None ADJOURNMENT at 7:01 PM Tracy Weaver, City Clerk D 15 3033404 - 3033509 90(11689 - 9001699 001 GENERALFUND 104 TRAFFIC SAFETY FUND 106 STATE GAS TAX FUND 106 ASSOCIATED RECREATION ACTIVITIES FUND 109 ASSET FORFEITURE FUND 111 COMM. DEVEL BLOCK GRANT 112 PROP"A"TRANSPORTATION 114 PROP'+C"TRANSPORTATION 115 AIR QUALITY INVESTMENT PROGRAM 116 HOME SOUND INSTALLATION FUND 117 HYPERION MITIGATION FUND lie TDA ARTICLE 3- SB 621 BIKEWAY FUND 119 MTA GRANT 121 FEMA 120 C.O.P.S. FUND 122 LA.W.A. FUND 123 PSAF PROPERTY TAX PUBLIC SAFETY 126 AIP CUPA Program Oversight Surcharge 130 Alordebk Housing Fuld 202 ASSESSMENT DISTRICT 1173 901 CAPITAL 9NPROVEMENT FUND 302 INFRASTRUCTURE REPLACEMENT FUND 405 FACILITIES MAINTENANCE Sol WATER UTILITY FUND 502 WASTEWATER FUND 503 GOLF COURSE FUND 601 EQUIPMENT REPLACEMENT 602 LIABILITY INSURANCE 603 WORKERS COMP. RESEAVEANSURANCE 701 RETIRED EMP. INSURANCE 702 EXPENDABLE TRUST FUND -DEVELOPER FEES 703 EXPENDABLE TRUST FUND -OTHER 708 OUTSIDE SERVICES TRUST TOTAL WARRANTS STATE OF CALIFORNIA COUNTY OF LOS ANGELES Information on actual expenditures Is avaltabie in the Director of Finance's office in the City of EI Segundo. I certify as to the accuracy of the Demands and the availability of fluid for payment thereof. For Approval: Regular checks had for City council authori2a4ion to release CODES: CITY OF EL SEGUNDO WARRANTS TOTALS BY FUND DATE OF APPROVAL: 350,265 42 194.16 4.000.00 465.01 1,500.00 576.98 2,250.00 35,060.07 9,12832 2,236.18 23,156.90 120.65 9,430.64 10,OW.DD f: $ 448,412.33 R` Computer generated checks for all non- emergency/urgency payments for materials, supplies and services in support of City Operations For Ratification, A = Payroll and Employee Benefit cheeks B - F = Computer generated Early Release disbursem6nls andror adluslments approved by the CRY Manager. Such as: payments for utility services, Petty cash and employee travel expense reimbursements, various refunds, contract employee services consistent with current conlraclual agreements, Instances where prompt payment discounts can be obtained or late payment penalties ?itV� can be avoided or when a situation arises that the City Manager approves. d�, a Handwritten EYy Relm i see arlou:se and/or adjustments approved by the City Manager. FINANCE DIRECTOR CITY MANAGER DATE: DATE: rn AS OF 11117120 VOID CHECKS DDE TQ tLIGNMENT: VOID CHECKS DUE TO INCORRECT CHECK DATE: VOID CHECKS DUE TO COMPUTER SOFTWARE ERROR: NOTES .�V-'-, r6t--4� REGISTER 9 3a CITY OF EL SEGUNDO PAYMENTS BY WIRE TRANSFER 10/26/20 THROUGH 11/01/20 Date P Lf e 10/29/2020 Manufacturers & Traders 10/29/2020 Manufacturers & Traders 10/19120-10125120 Workers Comp Activity 10/19120-10/25/20 Liability Trust - Claims 10/19/20-10125120 Retiree Health Insurance DATE OF RATIFICATION: 10/30/20 TOTAL PAYMENTS BY WIRE: Certified as to the accuracy of the wire transfers by. Deputy�i�Treasur�rl Date Direc r inance Date it", /Lv- /�V V-3 —2-Q/ y Manager Date Information on actual expenditures is available in the City Treasurer's Office of the City of EI Segundo, PACity TreasurerMire TransferslWire Transfers 10-01-20 to 6-30-21 20,764.45 10/30/2020 111 17 Description 4,371.53 457 payment Vantagepoint 1,130.77 401(a) payment Vantagepoint 15,262.15 SCRMA checks issued 0.00 Claim checks issued 0.00 Health Reimbursment checks issued 20.764.45 Deputy�i�Treasur�rl Date Direc r inance Date it", /Lv- /�V V-3 —2-Q/ y Manager Date Information on actual expenditures is available in the City Treasurer's Office of the City of EI Segundo, PACity TreasurerMire TransferslWire Transfers 10-01-20 to 6-30-21 20,764.45 10/30/2020 111 17 3033510 - 3033577 9001690 - 9001729 001 GENERALFUND 104 TRAFFIC SAFETY FUND 106 STATE GAS TAX FUND 108 ASSOCIATED RECREATION ACTIVITIES FUND 109 ASSET FORFEITURE FUND 111 COMM. DEVEL. BLOCK GRANT 112 PROP "A" TRANSPORTATION 114 PROP "C" TRANSPORTATION 115 AIR QUALITY INVESTMENT PROGRAM 116 HOME SOUND INSTALLATION FUND 117 HYPERION MITIGATION FUND 118 TDA ARTICLE 3 - SB 821 BIKEWAY FUND 119 MTA GRANT 121 FEMA 120 C-O.P.S, FUND 122 L.A.W.A. FUND 123 PSAF PROPERTY TAX PUBLIC SAFETY 124 FEDERAL GRANTS 126 A/P CUPA Program Oversight Surcharge 130 AFFORDABLE HOUSING 131 COUNTY STORM WATER PROGRAM 202 ASSESSMENT DISTRICT#73 301 CAPITAL IMPROVEMENT FUND 302 INFRASTRUCTURE REPLACEMENT FUND 405 FACILITIES MAINTENANCE 501 WATER UTILITY FUND 502 WASTEWATER FUND 503 GOLF COURSE FUND 601 EQUIPMENT REPLACEMENT 602 LIABILITY INSURANCE 603 WORKERS COMP. RESERVEIINSURANCE 701 RETIRED EMP. INSURANCE 702 EXPENDABLE TRUST FUND - DEVELOPER FEES 703 EXPENDABLE TRUST FUND - OTHER 708 OUTSIDE SERVICES TRUST TOTAL WARRANTS STATE OF CALIFORNIA COUNTY OF LOS ANGELES Information an actual expenditures is available in the Director of Finance's office in the City of EI Segundo. I certify as to the accuracy of the Demands and the availability of fund for payment thereof - For Approval: Regular checks held for City council authorization to release. CODES: CITY OF EL SEGUNDO WARRANTS TOTALS BY FUND DATE OF APPROVAL: 212,150.03 3,906.00 1,31329 18,320.00 120.50 4,494.00 23,232.91 1,076.61 620,00 1,106,16 3,564,00 9,36241 1,63075 $ 280,698 68 V R = Computer generated checks for all non-emergency/urgency payments for materials, supplies and services in support of City Operations For Ratification: A = Payroll and Employee Benefit checks AS OF 11117/20 VOID CHECKS DUE TO ALIGNMENT: N/A VOID CHECKS DUE TO INCORRECT CHECK DATE: VOID CHECKS DUE TO COMPUTER SOFTWARE ERROR: B - F = Computer generated Early Release disbursements and/or adjustments approved by the City Manager. Such as: payments for utility services, petty cash and employee travel expense NOTES reimbursements, various refunds, contract employee services consistent with current contractual agreements. Insterwes where prMM payment QIBCONmIE can be obtained or late payment penailies -Ik t ' can be avoided or when a situation arises that she City Manager a0f0v6s. Hannam Lw rly Rale disc jsamenls andlw adjuslmenls approved by the City Manager C FINANCE DIRECTOR ' CITY MANAGER f I DATE: DATE: ! i . (- ca 1-7 ?- G REGISTER # 3b CITY OF EL SEGUNDO PAYMENTS BY WIRE TRANSFER 11/02/20 THROUGH 11/08/20 Date Payee Description 11/2/2020 IRS 363,298.04 Federal 941 Deposit 11/2/2020 Employment Development 4,359.57 State SDI payment 11/2/2020 Employment Development 95,098.21 State PIT Withholding 11/2/2020 ExpertPay 1,181.97 EFT Child support payment 11/5/2020 California EDD 57,331.25 Quarterly Unemployment payment Q3-20 11/6/2020 Cal Pers 2,250.00 GASB 68 Reporting Services Fee 11/5/2020 Lane Donovan Golf Ptr 19,406.24 Payroll Transfer 10/26/20-11/01/20 Workers Comp Activity 27,257.46 SCRMA checks issued 10/26/20-11/01/20 Liability Trust - Claims 7,741.60 Claim checks issued 10/26/20-11/01/20 Retiree Health Insurance 12,040.42 Health Reimbursment checks issued 589,964.76 DATE OF RATIFICATION: 11/06/20 TOTAL PAYMENTS BY WIRE: Certified as to the accuracy of the wire transfers by: Deputy Cit T asur r it p Y Y Director f Finance City Manager Date I l-- q - QQ Date Date Information on actual expenditures is available in the City Treasurer's Office of the City of EI Segundo. 589,964.76 PACity Treasurer\Wire Transfers\Wire Transfers 10-01-20 to 6-30-21 11/6/2020 1/1 19 CITY OF E L S E GU N D O City Council Agenda Statement Meeting Date: November 17, 2020 Agenda Heading: Consent TITLE: Professional Services Agreement with CSG Consultants, Inc. for $159,980 to provide Planning Consulting Services in relation to implementation of a SB 2 grant requirements. RECOMMENDATION: 1. Authorize the City Manager to execute a standard Professional Services Agreement with GSG Consultants, Inc. in an amount not to exceed $159,980. FISCAL IMPACT: There will be a direct fiscal impact to the General Plan Maintenance Fund (Fund 708 — Fiduciary Fund) in the amount of $159,980, which will ultimately be reimbursed by SB 2 Grant funding for which the City has qualified. Amount Budgeted: $0 Additional Appropriation: Yes Account Number(s): Appropriate $159,980 from account 708-278-0000-1278 (General Plan Maintenance Fund Designated Reserve) to 708-400-2402-8807 (General Plan Maintenance Expense) BACKGROUND AND DISCUSSION: On December 17, 2019, the City Council authorized the City Manager submit application for an SB 2 grant from the California Department of Housing and Community Development (HCD) to be used as follows: 1. Comprehensive Sites Inventory Analysis and Zoning Regulations Diagnosis 2. Density Bonus Ordinance 3. Single Room Occupancy (SRO) Ordinance 4. Transitional and Supportive Housing Ordinance 5. Community Engagement The purpose of the above listed tasks is to fulfill requirements in the City's current Housing Element (2013-2021 cycle) and to provide information needed for the preparation of the next Housing Element (2022-2029 cycle). Also in 2019, staff submitted an application to HCD, which reviewed the application and, on April 10, 2020, issued a letter awarding the City up to $160,000. These funds will be used to hire a consulting firm to help complete the above -listed tasks. 3 WE Professional Services Agreement with CSG Consultants, Inc. November 17, 2020 Page 2 of 2 Since the HCD grant was awarded, staff issued a request for proposals (RFP) from consulting firms to help perform the work listed in the City's HCD application. Staff has determined that the proposal from CSG Consultants, Inc. is the most responsive to the RFP. CSG has a background in, and has assisted other cities, on housing issues, including identifying housing production constraints, creating site inventories, and assessing housing programs. It also has experience in community outreach and grant administration, which are skills that will be particularly useful to the City in relation to implementation of the SB 2 Grant. For these reasons, staff recommends that the City Council authorize the City Manager to execute a Professional Services Agreement with CSG. CSG's full proposal is attached to this report for reference. CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) COMPLIANCE: The project is exempt from environmental review pursuant to Title 14 ("CEQA Guidelines") § 15061(b)(3) — the common sense exemption as it can be seen with certainty that there will not be an impact, because the project involves community outreach activities and research regarding potential housing sites, activities which do not have any potential environmental impacts. Future actions relating to these ordinances relating to affordable housing will be subject to environmental review under the California Environmental Quality Act. CITY STRATEGIC PLAN COMPLIANCE: Goal 4: Develop and Maintain Quality Infrastructure and Technology Objective A: EI Segundo's physical infrastructure supports an appealing, safe and effective community. Activity 8: Update the City's housing element as required by State law. PREPARED BY: Paul Samaras, Principal Planne;�K fS- REVIEWED BY: Sam Lee, Director of Development Se APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Resolution No. 5194 authorizing submittal of an application for the SB 2 grant 2. SB 2 Grant application dated July 10, 2019 3. Department of Housing and Community Development award letter dated April 10, 2020 4. CSG Consultants, Inc. Proposal/Scope of work 21 RESOLUTION NO. 5194 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO AUTHORIZING APPLICATION FOR, AND RECEIPT OF, SB 2 PLANNING GRANTS PROGRAM FUNDS The City Council of the city of EI Segundo does resolve as follows: WHEREAS, the State of California, Department of Housing and Community Development (Department) has issued a Notice of Funding Availability (NOFA) dated March 28, 2019, for its Planning Grants Program (PGP); and WHEREAS, the City Council of the City of THE City of EI Segundo desires to submit a project application for the PGP program to accelerate the production of housing and will submit a 2019 PGP grant application as described in the Planning Grants Program NOFA and SB 2 Planning Grants Program Guidelines released by the Department for the PGP Program; and WHEREAS, the Department is authorized to provide up to $123 million under the SB 2 Planning Grants Program from the Building Homes and Jobs Trust Fund for assistance to Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)) related to the PGP Program. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EL SEGUNDO RESOLVES AS FOLLOWS: SECTION 1. The City Council is hereby authorized and directed to apply for and submit to the Department the 2019 Planning Grants Program application in the amount of $160,000. SECTION 2. In connection with the PGP grant, if the application is approved by the Department, the City Manager or his/her designee is authorized to enter into, execute, and deliver a State of California Agreement (Standard Agreement) for the amount of $160,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PGP grant, the City of EI Segundo's obligations related thereto, and all amendments thereto (collectively, the "PGP Grant Documents"). SECTION 3. The City of EI Segundo shall be subject to the terms and conditions as specified in the Standard Agreement, the SB 2 Planning Grants Program Guidelines, and any applicable PGP guidelines published by the Department. Funds are to be used for allowable expenditures as specifically identified in the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application will be enforceable through the executed Standard Agreement. The City Council hereby agrees to use the funds for eligible uses in the manner presented in the application as approved 22 by the Department and in accordance with the Planning Grants NOFA, the Planning Grants Program Guidelines, and 2019 Planning Grants Program Application. SECTION 4. The City Manager or his/her designee is authorized to execute the City of EI Segundo Planning Grants Program application, the PGP Grant Documents, and any amendments thereto, on behalf of the City of EI Segundo as required by the Department for receipt of the PGP Grant. PASSED, APPROVED, AND ADOPTED RESOLUTION No.5194 this 17th day of December, 2019. ATTEST: jyClerk �TraveC APPROVED AS TO FORM Q) -j -P Mark D. Hensley City Attorney Drew Boyles, Mayor 23 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Mona Shilling, Deputy City Clerk II of the City of EI Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. 5194 was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the Deputy City Clerk II, all at a regular meeting of said Council held on the 17th day of December, 2019, and the same was so passed and adopted by the following vote: AYES: Mayor Boyles, Mayor Pro Tem Pirsztuk, Council Member Brann, Council Member Pimentel, Council Member Nicol NOES: ABSENT: ABSTAIN: NOT PARTICIPATING: WITNESS MY HAND THE OFFICIAL SEAL OF SAID CITY this 18th day of December, 2019. . Mo a it t g, Deputy C erk, II of the City of gundo, California 24 SB 2 Planning Grants Program Application State of California Governor Gavin Newsom Alexis Podesta, Secretary Business, Consumer Services and Housing Agency Ben Metcalf, Director Department of Housing and Community Development 2020 West EI Camino, Suite 500 Sacramento, CA 95833 Website: http://www.hcd.ca.gov/grants-funding/active-funding/glannino- grants.shtml Email: sb2p1anninaQrant a�7.hcd.ca.00v March 28, 2019 Revised July 10, 2019 25 SB 2 Planning Grants Application Planning Grants Program Application Packaging Instructions The applicant is applying to the Department of Housing and Community Development (Department) for a grant authorized underneath the Planning Grants Program (PGP) provisions of SB 2 (Chapter 364, Statutes of 2017). The PGP program is intended for the preparation, adoption, and implementation of plans that streamline housing approvals and accelerate housing production. Please refer to the SB 2 Planning Grants Program Guidelines and Notice of Funding Availability (NOFA) for detailed information on eligible activities, applicants, and awards. If you have questions regarding this application or the PGP, email sb2planninggrant0)hcd.ca.gov. If approved for funding, this grant application will be a part of your Standard Agreement with the Department. In order to be considered for funding, all sections of this application, including attachments and exhibits if required, must be complete and accurate. Pursuant to Section X of the NOFA, all applicants must submit a complete, signed, original application package and an electronic copy on CD or USB flash drive containing the following documentation, in the order listed below, to the Department by the specified due date in the Notice of Funding Availability (NOFA) in order to be considered for award: 1) A complete, signed, original application (the Department will only accept this fillable pdf as the application) with the following attachments: a. Attachment 1: State and Other Planning Priorities (All applicants must submit this form to self -certify compliance) b. Attachment 2: Nexus to Accelerating Housing Production - NOTE: if the applicant is proposing only Priority Policy Areas (PPA), as defined in section VIII, subsection (3) of the NOFA, do not fill out Attachment 2. However, if the applicant is proposing to fund PPAs AND other activities that are not considered PPAs, the application must demonstrate how these other activities have a nexus to accelerating housing production by filling out Attachment 2 of this application. 2) A fully executed resolution authorizing application for, and receipt of, PGP funds (see Attachment 3: Sample Resolution). 3) A fully executed Government Agency Taxpayer ID Form (available as a download from the SB 2 Planning Grants webpage at http://www.hcd.ca.gov/grants- fund ing/active-fund inglplanninq-q rants. shtm1). 4) If the applicant is partnering with another local government or other entity pursuant to Article II, Section 200 of the SB 2 Planning Grant Program Guidelines (the "Guidelines"), include a copy of the legally binding agreement. 5) Other documentation (e.g., letters of support, scope of work, etc.) if needed. NOTE: All local governments must submit a separate, signed application package, notwithstanding whether it will partner with another form of government or entity. Only one application per locality will be accepted by the Department. Joint applications are not allowed. CA-HCD SB 2 PGP Page 2 of 15 2019 Year -1 Grant Application 26 SB 2 Planning Grants Application A. Applicant Information Pursuant to Article ll, Section 200 of the Guidelines, local governments may partner through legally binding agreements with other forms of govemments or entities. However, all local governments must submit separate, signed application packages that identify their respective responsibilities and deliverables, even if partnering with other entities. Is the applicant partnering with another eligible local government entity? j FI j *Yes I *if Yes, the application package must include a fully executed copy of the legally binding I V] No agreement. Provide the partners' names) and type(s) below for reference only. Complete the following Applicant information Applicant's Name City of EI Segundo Applicant's Agency Type Incorporated City Applicant's Mailing Address 350 Main Street City EI Segundo State California Zip Code 190245 County Los Angeles Website www.elsegundo.org Authorized Representative Name Scott Mitnick Authorized Representative Title City Manager Phone 310-524-2301 Fax Email �smitnick@elsegundo.org Contact Person Name Gregg McClain Contact Person Title Planning Manager Phone 310-524-2393 Fax Email gmcclain@elsegundo.org Partner(s) Name (if applicable) Partner Agency Type Partner(s) Name (if applicable) Partner Agency Type Proposed Grant Amount $ 160,000 B. Applicant Certification As the official designated by the governing body, I hereby certify that if approved by HCD for funding through the Planning Grants Program (PGP), the City of EI Segundo assumes the responsibilities specified in the 2019 Notice of Funding Availability and PGP guidelines, and certifies that the information, state ents� nd other can nts contained in this application are true and correct. Signature: Name: Scott Mitnick Date: 12/18/19 Title: City Manager CA-HCD SB 2 PGP Page 3 of 15 2099 Year -1 Grant Application 27 SB 2 Planning Grants Application C. Threshold Requirements Pursuant to Section 201(a) through (d) of the Guidelines, all applicants must meet the following threshold criteria in items 1-4 below to be eligible for an award. 1. Does the applicant have an adopted housing element found to be in substantial compliance by the Department on or before the date of the applicant's submission of their SB 2 Planning Grant application? Yes Date of HCD Review Letter: 2/24/14 No The Applicant requests HCD to consider housing element compliance threshold as met due to significant progress achieved in meeting housinq element requirements. 2. Has the applicant submitted to the Department the Annual Progress Report (APR) for the current or prior year on or before the date of submission of their SB 2 Planning Grant application? n Yes APR Date Submitted ✓ 2017 CY Report 6/1/18 2018 CY Report 4/1/19 [� No 3. Is the applicant utilizing one of the Priority Policy Areas listed below (as defined in section Vlll, subsection (3) of the NOFA)? *If the applicant is proposing only Priority Policy Areas, do not fill out Attachment 2. However, if *Yes the applicant is proposing to fund PPAs AND other activities that are not considered PPAs, the application must demonstrate how these other activities have a nexus to accelerating housing production by filling out Attachment 2 of this application. Specific Plans or Accessory Housing related Objective design form based codes infrastructure Rezone to permit and development coupled with Dwelling Units or Expedited financing and fee by -right standards CEQA other low-cost processing reduction streamlining building strategies strategies F 1-1 � Z 0 If an applicant is not proposing Priority Policy Areas, the application must include an explanation No and document the plans or processes' nexus and impact on accelerating housing production based on a reasonable and verifiable methodology and must submit Attachment 2 in the Application Pursuant to section Vlll. subsection (3) of the NOFA. The applicant is proposing PPAs and other activities not considered PPAs and is demonstrating how these activities have a nexus to accelerating housing production by submitting Attachment 2. 4. Does the applicant demonstrate that the locality is consistent with State Yes No Planning or Other Priorities, as certified in Attachment 1? *if No, consistency may be demonstrated through activities (not necessarily proposed for SB 2 funding) that were completed within the last five years, as certified in Attachment 1. 5. Is a completed and signed resolution included with the application package?1 Yes I No See Attachment 3, "Sample Resolution" CA-HCD SB 2 PGP Page 4 of 15 2019 Year -1 Grant Application SB 2 Planning Grants Application D. Proposed Activities Checklist (Section VI, items (1) through (17) of the NOFA) Check all activities the locality is undertaking for their PGP efforts below. Activities must match Section E. Project Description, and Section F. Timeline and Budget. 1 ❑updates to general plans, community plans, specific plans, local planning related to implementation of sustainable communities strateqies, or local coastal plans 2 0 updates to zoning ordinances 3 F -I environmental analyses that eliminate the need for project -specific review 4 21 local process improvements that improve and expedite local planning a smaller geography with a significant impact on housing production including an overlay district, 5 F -I project level specific plan or development standards modifications proposed for significant areas of a locality, such as corridors, downtown or priority growth areas 6 ❑the creation or enhancement of a housing sustainability district pursuant to AB 73 (Chapter 371, Statutes of 2017) 7 ❑ workforce housing opportunity zone pursuant to SB 540 (Chapter 369, Statutes of 2017) 8 zoning for by -right supportive housing, pursuant to Government Code section 65651 (Chapter 753, Statutes of 2018) 9 ❑zoning incentives for housing for persons with special needs, including persons with developmental disabilities 10 rezoning to meet requirements pursuant to Government Code Section 65583.2(c) and other rezoning efforts to facilitate supply and affordability 11 rezoning for multifamily housing in high resource areas (according to Tax Credit Allocation Committee/Housing Community Development Opportunity Area Maps) 12 F—I pre -approved architectural and site plans 13 ❑ regional housing trust fund plans 14 funding plans for SB 2 Year 2 going forward 15 infrastructure financing plans environmental hazard assessments; data collection on permit tracking; feasibility studies, site 16 ❑ analysis, or other background studies that are ancillary and part of a proposed activity with a nexus to accelerating housing production 17 F,(] Other activities demonstrating a nexus to accelerating housing production CA-HCD SB 2 PGP Page 5 of 15 2019 Year -1 Grant Application W SB 2 Planning Grants Application E. Project Description Provide a description of the project and the scope of work to be performed below. Use Appendix A for additional information if necessary. Note: If partnering with another local government or entity, be sure to clarify the responsibilities and deliverables of your locality pursuant to such partnership. Project #1: Housing Ordinance Package (PPA: YES) Background: To facilitate innovative building types, the City requests SB2 grant funds to adopt a package of housing -related ordinances: Density Bonus Ordinance, Single Room Occupancy (SRO) Ordinance, and Transitional and Supportive Housing Ordinance. The project includes a public meeting associated with adoption of the 3 ordinances and public adoption hearings. The ordinances will reduce time and effort associated with determining density bonus, SRO, and transitional/supportive housing compliance for owners and developers. The City will facilitate these housing types/new affordable housing by reaching out to interested property owners/developers and posting materials on the City's website that clearly state the locational/technical requirements for resid. development, thus expediting the permitting process, increasing awareness of new and affordable housing type potential in the City, and accelerating housing production. • The City proposes to adopt a new density bonus ordinance to accurately reflect and comply with State law. This project would bring the Zoning Ord. into compliance with State Density Bonus law and facilitate affordable housing production by clearly stating standards/providing incentives for larger development projects. • The proposed SRO ordinance will address State law regarding SRO siting/development and facilitate development of this lower-cost housing type through expanded opportunities for small hotel conversions. The SRO Ordinance, in addition to providing a State -complaint ordinance, will include an analysis of appropriate locations for SRO development and identify best practices for facilitating development of this housing type. • The transitional/supportive housing ordinance, consistent with State law, will establish transitional/supportive housing as a resid.use subject only to those restrictions that apply to other residential uses of the same type in same zone. Establishing regulations for these housing types will facilitate resid. developments that meet the housing needs of all economic segments of the community and provide for increased permitting certainty for these housing types. Scope: The scope of work includes drafting the 3 ordinances. The scope also includes an analysis of appropriate locations for SRO development and development standards best practices. A strong public outreach effort will be included to solicit input from development community/City residents, and provide info. about opportunities for use of the ordinances to develop these housing types. Est. budget including public outreach: $45,000 - $60,000 Plans for Adoption/Implementation: Adoption of 3 ordinances by the end of 2020. Anticipated Outcomes: Adoption of the housing ordinances will achieve SB2 program objectives of accelerating housing production, streamlining approval of housing development, improving approval certainty and facilitating housing affordability at all income levels/for all income groups. The ordinances will implement State law, tailored for market conditions and the development community unique to EI Segundo. The City anticipates the ordinances will result in up to 5 applications annually for these affordable housing types, potentially resulting in 35 new units. Currently the baseline for development of these housing types is 0. The proposed ordinances are intended to remove uncertainty and facilitate these housing types. (CONT'D in Appendix A) CA-HCD SB 2 PGP Page 6 of 15 2019 Year -1 Grant Application WE F. Project Timeline and Budget `Project Name End I Obiective Responsible Partv #1 Initiation/Research/ Applicant Zrtnerrlt nVr,rni Admin 12/31/20 Density Bonus Ordinance Applicant 1Single-Room Occupancy Ordinance Applicant Transitional/Supportive Housing nrrUnanr Applicant Community Engagement/Hearings Applicant 12/31/20 Other #2 Initiation/Research/ Applicant rom,-ItanVGmnL 4dmin 5/1/20 Diagnosis/Implementation Applicant .SS hatPnIf,S17{).,�A-rnppd r-ta 3/31/21 RHNA Analysis/Action Strategy Applicant RHNA Site Rezoning Applicant Community Engagement Applicant Consultant, meetings,refinedscope, Other Inventory Analys1520 Other Other •Pnority Policy Area (PPA) W SB 2 Planning Grants Application Est Cost Begin End $ 5,000 4/1/20 6/30/22 $ 9,000 5/1/20 12/31/20 $ 14,000 5/1/20 12/31/20 $9,000 5/1/20 12/31/20 $ 14,000 5/1/20 12/31/20 $ 6,000 4/1/20 6/30/22 $ 55,000 5/1/20 12/31/20 $ 33,000 8/31/20 3/31/21 $ 0.00 6/1/20 10/1/21 $ 15,000 6/1/20 3/31/21 Total Est. Cost $ 160000 Deliverable "PPA Notes Consultant,meetings,refined scope, Yes Pro#1:1-Iousing Ordinance Package nrpt nrlmin Draft Density Bonus Ordinance Yes Proj#1:Housing Ordinance Package Draft SRO Ordinance/ Yes Proj#1:1-iousing Ordinance Package 1-calianl P— Prenti— Draft Transitional/Supportive Yes Proj#1:1-iousing Ordinance Package Nnr �eirlri Qrrtinenru Agendas/meetings/minutes/adopted Yes Pru#I:Housntg Ordinance Package n�rrlinnnnpc NIA Consultant, meetings,refinedscope, No Inventory Analys1520 nrant ad—im DPro iagn:Sllas lagrroSLs Zoning Cade Amendments/Zoning 9 g Yes Pro)#2:Sllas Inventory AnalyslsJZO ni9S11]nagWinlnIaMentation P12 Diagnosis Resid. Sites Inventory Analysis No Pro#2:slles Inventory Analysis20 KAPmn1I1•eH CItPS TAhIP/11Aa Diagnosis Rezoned sites for RHNAProj#2:Sties Yes Inventory AnalyslalZO Dlegnosis - NO SB2 funding 11 Agendas/meetings/minutes No ProJ#2:SIfes Inventory Analysis20 Diagnosis N/A N/A N/A J CA-HCD SB 2 PGP Page 7 of 15 2099 Year -1 Grant Application G. Legislative Information District # 33 Federal Congressional District 62 State Assembly District 26 State Senate I District I SB 2 Planning Grants Application Legislator Name Ted Lieu Autumn R. Burke Benjamin Allen Applicants can find their respective State Senate representatives at httAs:11www.senate.ca.C1ov1, and their respective State Assembly representatives at httDs://www.assemblv.ca_aovl. CA-HCD SB 2 PGP Page 8 of 15 2019 Year -1 Grant Application 32 SB 2 Planning Grants Application Attachment 1: State and Other Planning Priorities Certification (Page 1 of 3) Pursuant to Section 201(d) of the Guidelines, all anolicants must demonstrate that the locality is consistent with State Planning or Other Planning Priorities by certifying that at least one activity was completed in 1) State Planning Priorities (i.e., Infill and Equity, Resource Protection, Efficient Development Patterns) or 2) Other Planning Priorities (i.e., Affordability, Conservation, or Climate Change). Consistency may be demonstrated through activities (not necessarily proposed for SB 2 funding) that were completed within the last five years. Complete the following self -certification by selecting one or more of the policy areas in the following tables by inserting the date completed for each applicable action, briefly describing the action taken, and certifying. State Planning Priorities Date Completed Brief Description of the Action Taken Promote Infill and Equity Rehabilitating, maintaining, and improving existing infrastructure that supports infill development and appropriate reuse and redevelopment of previously developed, underutilized land that is presently served by transit, streets, water, sewer, and other essential services, particularly in underserved areas. 12/1 /19 Completed multiple street paving, water and sewer upgrades and repairs throughout the residential quarter of the City. Seek or utilize funding or support strategies to facilitate opportunities for infill development. Other (describe how this meets subarea objective) Promote Resource Protection Protecting, preserving, and enhancing the state's most valuable natural resources, including working landscapes such as farm, range, and forest lands; natural lands such as wetlands, watersheds, wildlife habitats, and other wildlands, recreation lands such as parks, trails, greenbelts, and other open space; and landscapes with locally uni ue features and areas identified by the state as deserving special protection. Actively seek a variety of funding opportunities to promote resource protection in underserved communities. Other (describe how this meets subarea objective) Encourage Efficient Development Patterns Ensuring that any infrastructure associated with development, other than infill development, supports new development that does the following: (1) Uses land efficiently. Adopted Smoky Hollow Specific Plan (SHSP) includes streetscape improvements for bicycle/ 10/2/18 pedestrian mobility MFR adjacent area; adopted a Complete Streets policy. CA-HCD SB 2 PGP Page 9 of 15 2019 Year -1 Grant Application 33 SB 2 Planning Grants Application Attachment 1: State and Other Planning Priorities Certification (Page 2 of 3) (2) Is built adjacent to existin,q developed areas to the extent consistent with environmental protection. 1012/18 Smoky Hollow Specific Plan (SHSP)(MFR adjacent area) includes traffic safety lighting/curb gutters/sidewalks /multi -modal transportation. (3) is located in an area appropriately planned for growth. 12/1/19 Sewer and storm drain infrastructure is in place. Streets are adequately designed and include signalized intersections where warranted. (4) is served by adequate transportation and other essential utilities and services. 10/2/18 SHSP and whole City is served by the LA Metro Green Line station '/2 mile away/City's Downtown Lunchtime shuttle/Beach Cities Transit Line No. 109. (5) Minimizes ongoing costs to taxpayers. Other (describe how this meets subarea objective) Other Planning Priorities j Affordability and Housing Choices Incentives and other mechanisms beyond State Density Bonus Law to encourage housing with affordability l terns. 19/1/16 Adopted 540 East Imperial Ave Specific Plan amendment to permit 58 dwelling units, inc. six affordable units. Efforts beyond state law to promote accessory dwelling units or other strategies to intensify single-family neiahborhoods with more housinq choices and affordability. I Upzoning or other zoning modifications to promote a variety of housing choices and densities. 6/6/17 1 Amended the Downtown Specific Plan to set a parking requirement of 0.5 spaces per dwelling unit. I Utilizing surplus lands to promote affordable housing choices. Efforts to address infrastructure deficiencies in disadvantaged communities pursuant to Govemment Code Section 65302.10. Other (describe how this meets subarea objective) CA-HCD SB 2 PGP Page 10 of 15 2019 Year -1 Grant Application 34 SB 2 Planning Grants Application Attachment 1: State and Other Planning Priorities Certification (Page 3 of 3) Conservation of Existing Affordable Housinq Stock Policies, programs orordinances to conserve stock such as an at -risk preservation ordinance, mobilehome park overlay zone, condominium conversion ordinance and acquisition and rehabilitation of market rate housing programs. Policies, programs and ordinances to protect and support tenants such as rent stabilization, anti -displacement strategies, first right of refusal policies, resources to assist tenant organization and education and `just cause" eviction policies. 12/1/19 Adopted an ordinance temporarily prohibiting evictions without just cause. Other (describe how this meets subarea obiective) Climate Adaptation Building standards, zoning and site planning requirements that address flood and fire safety, climate adaptation and hazard miti 4ation. 11/1/17 City Adopted a Climate Action Plan(2017); City initiated Climate Adaptation Plan and completed initial Vulnerability Assessment (2018) Long-term planning that addresses wildfire, land use for disadvantaged communities, and flood and local hazard mitigation. Community engagement that provides information and consultation through a variety of methods such as meetings, workshops, and surveys and that focuses on vulnerable populations (e.g., seniors, people with disabilities, homeless, etc.). Other (describe how this meets subarea objective) State and Other Planning Priorities Certification I certify under penalty of perjury that all of the information contained in this PGP State Planning and Other Planning Priorities certification form (pages 9, 10, and 11 of this application) is true and correct. Certifying Officials Name: Gregg McClain Certifying Official's Title: Planning Manager Certifying Official's Signature: Certification Date: CA-HCD SB 2 PGP 12/18/19 Page 11 of 15 2019 Year -1 Grant Application 35 SB 2 Planning Grants Application Attachment 2: Application Nexus to Accelerating Housing Production Fill out Attachment 2 only if the applicant answered "No" to item 3 in Section C or is utiliainq Policy Priority Areas AND other activities not designated as such. Applicants answering "Yes" to question 3 in Section C and utilizing ONLY Priority Policy Areas are automatically deemed to demonstrate a nexus to accelerating housing production, and do not need to complete this form. Pursuant to section Vlll, subsection (4) of the NOFA, applicants shall demonstrate how the application includes a nexus to accelerating housing production. Please complete the following char` by providing information about the current conditions and expected outcomes with respect to the planned activity and housing production. Please attach documentation as necessary and see the NOFA for additional details. Quantify how the activity accelerates production below and use Appendix B to explain the activity and its nexus to accelerating housing production if necessarv. Type (Select at least one) *Baseline **Projected ***Difference Notes Timing (e.g., reduced number of processing days) Development cost (e.g_, land, fees, financing, construction costs per unit) Approval certainty and reduction in discretionary review (e.g_, prior versus proposed standard and level of discretion) Entitlement streamlining (e.g., number of approvals) Feasibility of development Infrastructure capacity (e.g., number of units) Impact on housing supply and affordability (e.g., number of 69 523 +454 RHNA Site Capacity units) (minimum estimate) Impacts on Housing Supply Applicationsiunits per density (applications/potential units) 0/0 5/35 +5/+35 bonus, SRO,TrnsSupp Hsng. Baseline — Current conditions in the juri'sdi'ction (e.g. 6 -month development application review, or existing number of units in a planning area) **Projected— Expected conditions in the jurisdiction because of the planning grant actions (e.g. 2 -month development application review) ***Difference — Potential change resulting from the planning grant actions (e.g., 4 -month acceleration in permitting, creating a more expedient development process) CA-HCD SB 2 PGP Page 12 of 15 2019 Year -1 Grant Application 36 SB 2 Planning Grants Application Attachment 3: Sample Resolution RESOLUTION NO. 2019 -XX A RESOLUTION OF THE [CITY COUNCIL/COUNTY BOARD OF SUPERVISORS] OF _[CITY, COUNTY NAME]_ AUTHORIZING APPLICATION FOR, AND RECEIPT OF, SB 2 PLANNING GRANTS PROGRAM FUNDS WHEREAS, the State of California, Department of Housing and Community Development (Department) has issued a Notice of Funding Availability (NOFA) dated March 28, 2019, for its Planning Grants Program (PGP); and WHEREAS, the [City Council./County Board of Supervisors] of (City/County) desires to submit a project application for the PGP program to accelerate the production of housing and will submit a 2019 PGP grant application as described in the Planning Grants Program NOFA and SB 2 Planning Grants Program Guidelines released by the Department for the PGP Program; and WHEREAS, the Department is authorized to provide up to $123 million under the SB 2 Planning Grants Program from the Building Homes and Jobs Trust Fund for assistance to Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SE 2)) related to the PGP Program. NOW, THEREFORE, THE [CITY COUNCIL/COUNTY BOARD OF SUPERVISORS] OF RESOLVES AS FOLLOWS: SECTION 1. The [City Council/County Board of Supervisors] is hereby authorized and directed to apply for and submit to the Department the 2019 Planning Grants Program application released March 28, 2019 in the amount of SECTION 2. In connection with the PGP grant, if the application is approved by the Department, the [insert designee title, e.g. City Manager, Executive Office, etc ] is authorized to enter into, execute, and deliver a State of California Agreement (Standard Agreement) for the amount of $ , and any and all other documents required or deemed necessary or appropriate to evidence and secure the PGP grant, the [City/County's] obligations related thereto, and all amendments thereto (collectively, the "PGP Grant Documents"). SECTION 3. The [City/County] shall be subject to the terms and conditions as specified in the Standard Agreement, the SB 2 Planning Grants Program Guidelines, and any applicable PGP guidelines published by the Department. Funds are to be used for allowable expenditures as specifically identified in the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application will be enforceable through the executed Standard Agreement. The [City Council/County Board of Supervisors] hereby agrees to use the funds for eligible uses in the manner presented in the application as approved by the Department and in accordance with the Planning Grants NOFA, the Planning Grants Program Guidelines, and 2019 Planning Grants Program Application. SECTION 4. The [insert the We of City Council/County Board of Supervisors Executive or designee] is authorized to execute the [City/County] of Planning Grants Program application, the PGP Grant Documents, and any amendments thereto, on behalf of the [City/County] as required by the Department for receipt of the PGP Grant. ADOPTED 2019, by the [City/County] Board of Supervisors of the County of by the following vote: AYES: NOES: ABSENT: ABSTAIN: County Executive ATTEST: APPROVED AS TO FORM: County Clerk County Attorney CA-HCD SB 2 PGP Page 13 of 15 2019 Year -1 Grant Application 37 SB 2 Planning Grants Application Appendix A Use this area for additional information if necessary. Project #2: Comprehensive Sites Inventory Analysis and Zoning Regulations Diagnosis (PPA: NO) Background: The City requests SB2 grant funds to complete a Comprehensive Sites Inventory Analysis and Zoning Regulations Diagnosis in preparation for the 6th cycle Housing Element (HE), and to identify current /future residential development opportunity sites. EI Segundo is a built -out City and faces the challenge of accommodating 523 units as part of the 6th cycle RHNA and HE update process. The draft RHNA represents a 658% increase from the 5th cycle RHNA (69 units). The RHNA challenge is further complicating by rapidly changing State law that creates more scrutiny and stricter identification of sites (AB 1397). Scope: The project will include the following components: 1. The ZO Regulations Diagnosis will look at current development standards and identify issues/constraints to maximizing development potential. The diagnosis will include, but not be limited to, building heights/setbacks/lot width/ lot coverage/parking standards. The implementation plan will identify potential changes to development standards to ensure that owners/ developers can achieve max. density potential. The City will undertake appropriate Zoning Code amendments recommended in the diagnosis. 2. The RHNA analysis/Action Strategy will lay the foundation for the City's 6th cycle HE update by assessing existing opportunities to address the RHNA. The analysis will focus on site suitability for housing, drawing from sites identified in the 2014 HE. The analysis will look at areas covered by Specific Plans and will evaluate remaining capacity in these areas to include in the land inventory. Where new sites are necessary due to project development/changes in circumstance, the City will assess the areas identified as most likely to redevelop at density levels that can facilitate affordable housing, consistent with State law. The City expects the analysis to show a shortfall in RHNA sites; thus, the analysis will include a recommended implementation plan to make additional sites available, including, but not limited to, rezoning new sites and/or modifying zones, modifying development standards, and adjusting permitting processes. While the actual rezone of sites is not proposed to be funded by the SB2 grant, identification of rezoning opportunities in the implementation plan is an important outcome of the project. Rezoning for additional housing capacity is considered a Priority Policy Area. The RHNA analysis will also include a sites inventory map (GIS) and a land inventory with parcel -specific listing (table) of sites. These products will be used to share/promote residential development opportunities. This is a much-needed resource that will be shared with interested property owners/residential developers. Given the expected high public interest for changes required to address the 6th cycle RHNA, a robust public outreach component is included in the project, which may be structured as a series of workshops to encourage participation by broad segments of the community. Estimated budget including public outreach: $90,000-$115,000. Plans for Adoption and Implementation:The project is anticipated to be completed spring 2021 in coordination with 6th cycle HE deadlines established by HCD. Anticipated Outcomes:The project will achieve SB2 program objectives of accelerating housing production, expedite housing production, and expand housing production opportunities at all income levels and for all income groups. The City anticipates an increase in identified capacity for at least 454 additional units (at varying income levels) over the land inventory used in the 2014 HE. CA-HCD SB 2 PGP Page 14 of 15 2019 Year -1 Grant Application wz SB 2 Planning Grants Application Appendix B Use this page to explain the nexus to accelerating housing production or for project description. Project #1: Housing Ordinance Package: PPA - nexus not required Project #2: Comprehensive Sites Inventory Analysis and Zoning Regulations Diagnosis Nexus Explanation: • The proposed project would accelerate housing production and development certainty. • Housing Production/Certainty: The land inventory assessment will accelerate housing production by identifying locations where additional housing capacity can be supported (where land is underdeveloped) and areas that may need land use modifications to maximize residential capacity. By -right residential land use regulations in these areas will provide certainty in approval processes. • Expedited Processing: The assessment will provide a much-needed resource for developers. The land inventory sites will be available to the public, housing developers, and property owners. Public access to accurate and up-to-date information will expedite housing production by reducing the confusion and time associated with evaluating development potential and development standards on a property. • Housing Supply: The land inventory assessment is a critical part of the 6th cycle Housing Element, which is a policy -level foundation to expand housing production, coupled with a strong implementation plan that includes specific and quantifiable program actions. Without an adequate land inventory, the City's Housing Element cannot be found in compliance with State law. The expected RHNA for the 6th cycle requires that the City's site inventory be eight times as large as was the case for the 5th cycle Housing Element. This requires a strengthened land inventory which results in expansion of the identified residential development opportunities. The project will achieve S132 program objectives of accelerating housing production, expedite housing production, and expand housing production opportunities at all income levels and for all income groups. The City anticipates an increase in identified capacity for at least 454 additional units (at varying income levels) over the land inventory for 69 units used in the 2014 HE. • Housing Supply: A State -certified Housing Element with a strong land inventory component approved by the City Council will serve as an important tool in accelerating housing production and will reinforce housing production as a key City objective. CA-HCD SB 2 PGP Page 15 of 15 2019 Year -1 Grant Application M RESOLUTION NO. 5194 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO AUTHORIZING APPLICATION FOR, AND RECEIPT OF, SB 2 PLANNING GRANTS PROGRAM FUNDS The City Council of the city of EI Segundo does resolve as follows: WHEREAS, the State of California, Department of Housing and Community Development (Department) has issued a Notice of Funding Availability (NOFA) dated March 28, 2019, for its Planning Grants Program (PGP); and WHEREAS, the City Council of the City of THE City of EI Segundo desires to submit a project application for the PGP program to accelerate the production of housing and will submit a 2019 PGP grant application as described in the Planning Grants Program NOFA and SB 2 Planning Grants Program Guidelines released by the Department for the PGP Program; and WHEREAS, the Department is authorized to provide up to $123 million under the SB 2 Planning Grants Program from the Building Homes and Jobs Trust Fund for assistance to Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)) related to the PGP Program. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EL SEGUNDO RESOLVES AS FOLLOWS: SECTION 1. The City Council is hereby authorized and directed to apply for and submit to the Department the 2019 Planning Grants Program application in the amount of $160,000. SECTION 2. In connection with the PGP grant, if the application is approved by the Department, the City Manager or his/her designee is authorized to enter into, execute, and deliver a State of California Agreement (Standard Agreement) for the amount of $160,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PGP grant, the City of El Segundo's obligations related thereto, and all amendments thereto (collectively, the "PGP Grant Documents"). SECTION 3. The City of EI Segundo shall be subject to the terms and conditions as specified in the Standard Agreement, the SB 2 Planning Grants Program Guidelines, and any applicable PGP guidelines published by the Department. Funds are to be used for allowable expenditures as specifically identified in the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application will be enforceable through the executed Standard Agreement. The City Council hereby agrees to use the funds for eligible uses in the manner presented in the application as approved E by the Department and in accordance with the Planning Grants NOFA, the Planning Grants Program Guidelines, and 2019 Planning Grants Program Application, SECTION 4. The City Manager or his/her designee is authorized to execute the City of EI Segundo Planning Grants Program application, the PGP Grant Documents, and any amendments thereto, on behalf of the City of EI Segundo as required by the Department for receipt of the PGP Grant. PASSED, APPROVED, AND ADOPTED RESOLUTION No.5194 this 17th day of December, 2019. ATTEST_ Tr ave , Cy Clerk APPROVED AS TO FORM: )-i P 1��" Fx- Mark D. Hensley �J City Attorney Drew Boyles, Mayor 41 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO 1 I, Mona Shilling, Deputy City Clerk II of the City of EI Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. 5194 was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the Deputy City Clerk II, all at a regular meeting of said Council held on the 17th day of December, 2019, and the same was so passed and adopted by the following vote: AYES: Mayor Boyles, Mayor Pro Tem Pirsztuk, Council Member Brann, Council Member Pimentel, Council Member Nicol NOES: ABSENT: ABSTAIN: NOT PARTICIPATING: WITNESS MY HAND THE OFFICIAL SEAL OF SAID CITY this 181h day of December, 2019.. Moa it f g, Deputy C erk, 11 of the City of gundo, California A State of California Financial Information System for California (FI$Cal) GOVERNMENT AGENCY TAXPAYER ID FORM 2000 Evergreen Street, Suite 215 Sacramento, CA 95815 www.fiscal.ca.gov 1-855-347-2250 Fl$ Carl 1=rnancial Information System for California The principal purpose of the information provided is to establish the unique identification of the government entity. Instructions: You may submit one form for the principal government agency and all subsidiaries sharing the same TIN. Subsidiaries with a different TIN must submit a separate form. Fields bordered in red are required. Hover over fields to view help information. Please print the form to sign prior to submittal. You may email the form to: vendors@fiscal.ca.gov, or fax it to (916) 576-5200, or mail it to the address above. Principal City of EI Segundo Government Agency Name Remit -To 1350 Main St. Address (Street or PO Box) City I EI Segundo Government Type: 0 City County Special District ❑ Federal Other (Specify) , State CA Zip Code+4 190245 1 Federal 195-6000706 Employer Identification Number (FEIN) List other subsidiary Departments, Divisions or Units under your principal agency's jurisdiction who share the same FEIN and receives payment from the State of California. Dept/Division/Unit Name Public Works Department Dept/Division/Unit Name Police Department Dept/Division/Unit Name Recreation and Parks Department Dept/Division/Unit Name Complete Address 1350 Main St. EI Segundo CA 90245 Complete Address 348 Main St. EI Segundo CA 90245 Complete Address 1401 Sheldon St. El Segundo CA 90245 Complete Address Contact Person Gregg McClain I Title Planning Manager E Phone number 1310-524-2393 I E-mail address gmcclain@elsegundo.org Signature Date 110/16/20191 43 STATE OF CALIFORNIA - RUSINFSS CONS lu}FR -,FRVIf:FR AND HOLE &G AGENCY DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT DIVISION OF HOUSING POLICY DEVELOPMENT 2020 W. EI Camino Avenue, Suite 500 Sacramento, CA 95833 (916) 263-2911 / FAX (916) 263-7453 www.hcd.ca.aov April 10, 2020 Scott Mitnick City Manager City of EI Segundo 350 Main Street EI Segundo, CA 90245 RE: 2019 Planning Grants Program Award Dear Scott Mitnick: GAVIN i ■ �ocoy,�v�rrra�� V. o - h x� y The Department of Housing and Community Development (Department) is pleased to announce that the City of EI Segundo has been approved for funding underneath the SB 2 Planning Grants Program (Program). The Department has determined that the application submitted in response to the Notice of Funding Availability released on March 28, 2019, meets Program requirements. This letter, therefore, constitutes a conditional commitment of an award in the amount of $160,000. The Program reflects the State's commitment to work in partnership with local governments to address California's critical housing needs. Local governments are using the grant awards to accelerate housing production by streamlining the approval of affordable housing and promoting development consistent with the State's planning priorities, among other related activities. Congratulations on your successful application. Staff will be contacting you shortly to initiate the process of preparing the Standard Agreement for fund distribution. For further information, please contact John Buettner, of our staff, at (916) 263-1500. Sincerely, f Zachary Olmstead Deputy Director PROPOSAL TO THE CitySegundoof EI Housing -Related Ordinances Package, Zoning Regulations Diagnosis, & RHNA Action Strategy September 24, 2020 Aff 3707 W. Garden Grove Boulevard, Suite 100 400M� Orange, CA 92868 CSG 714.568.1010 phone 714.568.1028 fax =4SULTANTS '44� www.csgengr.com Employee -Owned 45 This document is formatted For double -sided printing CSGCONSULTANTS PROPOSAL FOR THE CITY OF EL SEGUNDO HOUSING -RELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNA ACTION STRATEGY Table of Contents Cover Letter MwinStatement of Qualifications & Experience wProject Team Resumes Scope of Work Timeline Budget City Professional Services Agreement References 1 3 7 19 23 27 29 31 47 PROPOSAL FOR FHE CITY OF EL SEGUNDO HOUSING -RELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNA ACTION STRATEGY This document is formatted for double -sided printing CCG CONSULTANTS PROPOSAL FOR THE CITY OF EL SEGUNDO HOUSI\IG-RELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNA ACTION STRATEGY Cover Letter September 24, 2020 Gregg McClain Planning Manager City of EI Segundo 350 Main Street EI Segundo, CA 90245 Re: City of EI Segundo Request for Proposal re: Housing -Related Ordinances Package, Zoning Regulations Diagnosis, & RHNA Action Strategy Dear Mr. McClain, Thank you for considering CSG Consultants, Inc. (CSG) to assist the City of EI Segundo (City) to fulfill the City's obligations under the terms of the SB2 Grant. Since 1991, CSG has worked solely for public agencies, providing a range of municipal services. We understand the City's project funding needs and reporting processes, specifically for Department of Housing and Community Development (HCD) and US HUD funded projects. CSG is uniquely qualified to support the City in its effort to increase housing density within the context and understanding of the community. We bring to the City our specialized grant administration and housing policy expertise, proximity to and familiarity with the City of EI Segundo, and a knowledgeable, highly experienced Planning team. Our approach and understanding are as follows: We will utilize our existing relationship with the City providing Planning Services in a predictable and timely manner. CSG will provide traditional planning services, while working within the context of existing conditions to complete the Project. We will partner with the community during the initial phase of Project by conducting virtual public outreach in group and individual settings and social media; and if feasible, traditional in-person outreach in 2021. Our staff will attend public hearings virtually and/or in person, if necessary. CSG understands that the City needs to complete its final obligations under the Fifth Cycle of the Housing Element. P We will assist the City in preparing three draft zoning ordinances and assist the City in preparation for the public hearings for consideration of approval the new ordinances. We will provide an analysis of the existing conditions in the City's Zoning Regulations and built environment in order to understand the challenges to development of additional housing density. CSG will collaborate with the City to prepare a practical implementation plan to increase housing density and identify potential opportunities for additional sites available for the Sixth Cycle of the Housing Element. Our co -Project Managers will be Gena Guisar and Michael Laughlin, who have successfully administered housing -related grant funding and managed complex housing and regulatory policy projects. Leila Carver will serve as the primary planner for this Project to assist the co-PMs. Her resume is provided within Section 2 below. CSGCONSULTANTS Me] PROPOSAL FOR [HE CI FY OF EL SEGUNDO HOUSING -RELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNA ACTION STRATEGY The CSG team will be assisted by CSG's other experienced planning staff, including Anna Choudhuri for her CEQA/NEPA and grant management expertise. Ethan Edwards, AICP, will serve as the main point of contact for this contract and will oversee the services proposed for this contract. He will also provide QA/QC management, responsible for directing an independent review of project deliverables. Ethan Edwards brings over 20 years expertise in current and long-range planning, CDBG and housing, project review, research, analysis, CEQA/NEPA compliance, project, and staff management. Ethan Edwards, AICP Director of Planning Services (714) 568-1010 Office 1 (714) 699-4297 Mobile ethane@csgengr.com We look forward to the opportunity to further assist the City of EI Segundo. In order to ensure continuity of service and communication, Gena Guisar, AICP, will serve as a back-up resource to Mr. Edwards. She can be reached at (714) 715-0740. As President of CSG Consultants, I am authorized to bind the company and execute a contract with the City should CSG be awarded the project. Sincerely, Cyr�ianpour, PE President, CSG Consultants, Inc. 2 _SG CONSULTANTS 50 PROPOSAL FOR THE CITY OF EL SEGUNDO HOUSING -REL, -1 ED ORDINANCES PACKAGE, ZONING REGULUIONS DIAGNOSIS, "l RHNA ACTION STRATEGY Statement of Qualifications & Experience FIRM PROFILE CSG Consultants, Inc. (CSG) is a California company with our regional office in Orange and corporate office in Foster City. Additional support is available from our other offices in Redlands, Pleasanton, San Jose, Sacramento, and Newman. Founded in 1991, CSG performs work solely for public agencies, eliminating the potential for conflicts of interest. In this way, we can focus exclusively on the specific needs of our municipal clients. CSG has no commitments that would hinder our ability to perform the duties described in this proposal. NAME OF FIRM: CSG Consultants, Inc. PROJECT CONTACT: Ethan Edwards, AICP, Director of Planning Services LOCAL OFFICE: 3707 W. Garden Grove Boulevard, Suite 100, Orange, CA 92868 (714) 568.1010 phone 1 (714)568.1028 fax ethane@csgengr.com email CORPORATE OFFICE: 550 Pilgrim Drive, Foster City, CA 94404 (650) 522-2500 phone 1 (650) 522-2599 fax www.csgengr.com I info@csgengr.com STAFF COMPOSITION The majority of the 300 individuals within our firm have provided public agency services throughout their entire careers. Our talented personnel bring a wealth of ideas and experiences having held positions with communities facing similar housing and community development issues as the City. Depending upon the needs of our clients, we can serve in either a project -specific or on-call staff augmentation capacity. No subconsultants will be used on this project. FIRM'S SERVICE AREAS Our municipal service areas include: Planning & Environmental Professionals Building Plan Reviewers & Inspectors P Fire Plan Reviewers & Inspectors Structural Engineers P Plan Review Engineers Building Officials Certified Access Specialist Professionals (CASp) FIRM QUALIFICATIONS P Civil Engineers P Grading Improvement Plan Reviewers & Inspectors Construction Managers P Construction Inspectors Information Technology Professionals P Sustainability Professionals Code Enforcement Officers CSG adheres to the highest level of customer service. We bring extensive professional leadership and managerial experience, effective and personal communication styles, and extensive technical knowledge and independent judgment. Since CSG provides a variety of service areas, we have the necessary experience in securing and managing grants in a number of subject areas, such as, but not limited to: federal and state grant programs for housing, sustainable communities and transportation, brownfields, among others. Our staff has a deep understanding of housing law gained through experience working in multiple jurisdictions. Many years of writing and implementing development standards for zoning ordinances, Specific Plans and other development instruments has helped us to recognize the challenges of achieving housing density. 3 CSGCONSULTANTS 51 PROPOSAL FOR THE CIT`! Of EL SEGUNDO HOUSING -RELATED ORDINANCES PACKAGE, ZONING REGULATIom DIAGNOSIS, & RHNA ACTION STRATEGY CSG is committed to providing grant management and administrative services geared to the City's needs and grant program requirements. It is our understanding that the City is seeking qualified consultants with strengths in community engagement and technical understanding of housing density as it relates to development standards and geography. CSG has planning and environmental staff available to assist the City in preparing housing ordinances, comprehensive zoning regulations diagnosis and analysis, and creating an action strategy to assist the City in meeting the RHNA obligations for the current Fifth Cycle and upcoming Sixth Cycle of the Housing Element, as outlined in the City's RFP. Our staff work on complex development and regulatory projects involving housing density and development standards, and grant administration services on behalf of local agencies. Ethan Edwards, AICP will oversee all staff proposed for this project; Gena Guisar, AICP, and Michael Laughlin, AICP, will serve as the co -Project Managers, by allocating appropriate levels of resources to this contract and ensuring that work is comprehensive, thorough and meets the City and HCD/US HUD deadlines. Our management team of senior professionals will collaborate with City staff to ensure continuous coordination of our proposed services. They will work closely with CSG staff to confirm documents are internally consistent and meet the HCD SB2 grant requirements. Housing Background CSG has assisted cities with their Housing Element in many capacities in recent years. These efforts included such tasks as identifying housing production constraints, creating site inventories, assessing housing programs, evaluating household characteristics, updating housing affordability information, and analyzing their land use overall. We have also been instrumental in their public engagement programs at various stages throughout the update process. CSG staff also have decades of urban design experience that equip us with the tools to responsibly maximize residential density. Our design experience includes large-scale master planning, site-specific site planning, infil site design and downtown/mainstreet design, among others. We have written Master Plan documents, small lot ordinances, form based codes, Specific Plans and planned unit development documents for large and small residential and mixed projects most recently in jurisdictions such as Bakersfield, Clovis, Ontario, Riverside City and County, Imperial County, North Las Vegas, Henderson, Scottsdale, Yucaipa, Palm Springs, Palm Desert and Orange County, among others. Understanding the nuts and bolts of realistic residential densities is one key to formulating policies that form the framework on which higher densities rely. Density for the sake of density is counterproductive. Market rate housing must be marketable. Affordable housing must be livable and fit into the community fabric. Housing projects that achieve density by sacrificing quality are unsuccessful. These are ideas we always keep in mind in our approach to any housing -related project. Grant Management Background CSG staff has worked a variety of CDBG funded housing programs, facility improvements, and economic development projects. Project implementation have included a variety of tasks for our staff, for example, housing redevelopment and expansions, disaster recovery loan funding projects following regional flooding events, economic development efforts, and infrastructure improvements related to replacing or installing new water and sewer lines. We have prepared notices and CDBG funding applications, along with the necessary level of environmental documentation. Depending on the type of CDBG funded projects, we have prepared Categorical Exclusions or Environmental Assessments, pursuant to US HUD's NEPA (National Environmental Policy Act) requirements. Some of our project experience has also included adhering to Davis Bacon Act requisites, such as on-the-job employee interviews and preparation of the necessary forms; developing and instituting program guidelines; preparing reports as well as reporting to HCD and US HUD. 4 CSS` CONSULTANTS 52 PROPOSAL FOR THE CITY OF EL SEGUNDO HOUSING -DELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & PH NA ACTION STRATEGY With experience in grant management and administration, and good working relationships and communication with HCD, we believe that we can assist with management, community outreach, budget tracking, progress report submittals, and grant closeout tasks. As examples of our varied internal expertise: Met with federal agency grant managers on a bi-annual or annual basis to track and review grant progress for CDBG funded programs; P Participated in continuing training programs presented by state and federal funding agency; Canvassed minority, low-income and disadvantaged communities to identify resident needs, alert residents about upcoming construction activities, or even to provide a project presence for residents to communicate and interact with during a project; Conducted on-site Davis Bacon Act interviews for workers on grant funded infrastructure projects. Specific areas of past grant experience have included: Housing improvement Sustainable Transportation Planning including Sustainable Communities and Strategic Partnership Grants Homelessness and Housing Safe Routes to Schools Water/sewer/wastewater improvements Brownfields site assessments Small business assistance P Agriculture services Roadway improvements/signalization Project Management Experience Our project management philosophy is built upon the anticipation of, and preparation for, all issues that may arise throughout any part of a project process. As planners, our staff excel in conducting and synthesizing background research; responding to public and client responses; and solving complex issues. As project managers, our team is aware of the importance in developing a feasible project timeline, identifying grant submittals, adhering to reporting milestones, and developing relationships with grantor agency staff. Our team members will act as an extension to existing staff and provide objective and timely information to the City concerning any proposed project. To represent the City's interests, the project manager creates and monitors schedules with milestones, identifies required application materials, facilitates meetings, manages the client's consultants and acts as a liaison between the applicant and all relevant parties. Comprehensive Planning Services and Experience CSG currently provides complete planning services for multiple jurisdictions that include the following services and experience: Full -Service Project Management: We provide full-service project management for priority development projects. Our project managers are seasoned planners and have years of experience managing complex, high-profile projects that require an elevated level of engagement and coordination for success. This program offers a dedicated, single point of contact to spearhead a project's entire development review process from conception to completion. Acting on the City's behalf, this person functions as a liaison between the City and the development team by monitoring the process and overseeing regulatory approvals and working toward meeting project timelines for both the City and applicant. Program Management Services: As an extension of jurisdiction staff, CSG can take on internal roles such as overseeing the preparation of technical memos and staff reports as well as taking the lead on presentations to neighborhood groups, stakeholders, committees, commissions, City Councils and/or Boards of Supervisors. CSG can manage specific planning programs relevant to the community (MWELO, ADUs, Commercial Cannabis Uses). Other relevant planning services include, but are not limited to, amendments J CSGCONSULTANTS 53 PROPOSAL FOR THE CITY Of EL SEGUNDO HOUSING -BELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNA ACTION STRATEGY or updates to Municipal Codes, resolution of community -wide issues, delivery of projects and the handling of general inquiries on planning procedures and protocols. Land Use Planning: CSG reviews land use policy for the development and management of urban areas, including Current Planning, Specific Area and General Plan amendments. We manage the development of long-range planning initiatives while assuring compliance with regional and state mandates. Development Review: CSG reviews planning applications for land use compatibility, including site plan and design review, subdivisions, improvement plans, conditional use permits, variances, Specific Plans, zone changes, and many other entitlement applications. All reviews are thoroughly checked for compliance with applicable Federal, State, and agency standards including Planning, Zoning, Subdivision Ordinance, California Environmental Quality Act (CEQA), and other applicable laws. Climate Action Plans/Sustainability Plans: CSG prepares, updates and implements Climate Action Plans, Sustainability Plans, and Transportation Demand Management Plans. Environmental Analysis & Clearance: CSG has experience preparing environmental documents in compliance with the California Environmental Quality Act (CEQA)/National Environmental Policy Act (NEPA) for large and small projects throughout California, in addition to managing the environmental review process including leading a group of in-house specialists and select technical subconsultants for many local agencies on a contractual basis. Documents we initiate, prepare, and process include environmental impact reports (EIRs), statements of overriding consideration, findings of fact, mitigation monitoring and reporting programs (MMRPs), mitigated negative declarations (MNDs), negative declarations (NDs), Initial Studies (IS), and categorical or statutory exemptions per CEQA, as well as environmental impact statements (EISs), environmental assessments (EAs), categorical exclusions, and Findings of No Significant Impact per NEPA. We have experience in providing CEQA/NEPA services to municipalities in the Los Angeles region. We know the local environmental resources and agency policies for resource management, development, impact assessment, and mitigation. We will provide coordination with your environmental team ensure that public comments regarding the potential impacts of a project on natural and built environments are incorporated, and, as required by CEQA/NEPA, we analyze ways in which any identified significant impacts of a project can be avoided or mitigated. GIS Services: With experts in the field of information management, CSG can help establish and/or maintain an agency's Geographic Information System (GIS), creating the capacity to collect, manage, customize, analyze, and distribute information that is tied to a location through layers in a map -based environment. Leadership: Since our staff include planners with Board level appointments in local chapters of the American Planning Association (APA) and Association of Environmental Planners (AEP), CSG planners are well versed in legislative advocacy, sustainability, equity and public outreach during a pandemic. For example, as the Section Director for a local APA Chapter, one of our environmental project managers has participated in an advocacy week in Washington DC. Most recently, one of our team members moderated a local panel of practicing planners, tribal leader, and members of a community based organization regarding Planning for Change. CSGCONSULTANTS 54 PROPOSAL FOR THE CITY OF EL SEGUNDO HOUSING -RELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNAACTION STRATEGY Project Team Resumes Resumes of CSG's proposed team are provided on the following pages. CSGCONSULTANTS 61V CSG Ethan Edwards, AIC, CONSULTANTS Director of Planning Services PROFESSIONAL AFFILIATIONS Mr. Edwards serves as the Director of Planning Services for CSG Consultants. To this role, he American Planning Association I brings expertise in current and advanced planning, design review, coastal development review Orange County Chapter and CECIA, project and planning staff management —from over 20 years of increasingly complex Los Angeles Chapter land use planning and management experience in Orange and Los Angeles Counties, northern American Institute of Certified Planners California and the State of Oregon. Prior to joining CSG, Mr. Edwards served as a planner for the International city/county Management Association City of Huntington Beach where he managed several complex entitlement projects and Association of Environmental Professionals coordinated the Zoning Administrator agenda and review process. He recently served as the EDUCATION Acting Community Development Director and before that the Acting Planning Manager at the Bachelor of Science, Urban and Regional City of Carson and Principal Planner at the City of EI Segundo. Planning California State Polytechnic University RELEVANT EXPERIENCE I Pomona, CA Acting Community Development Director/Planning Manager ) City of Carson, CA Mr. Edwards recently served as the Acting Planning Manager and Community Development Director for the City of Carson where his duties included oversight of the Planning Department (including CSG staff), project management, scheduling, budgeting, agenda review and participation in public hearings. He also managed the City's on-call environmental and design consultants and provided direction on the comprehensive General Plan Update. Principal Planner I City of EI Segundo, CA As a contract Principal Planner, Mr. Edwards manages complex discretionary and administrative permits including Development Agreement negotiation, environmental impact report management; prepares agendas, reviews and prepares reports; conducts presentations to elected officials, commissions, and citizen groups. Associate Planner I City of Huntington Beach, CA While working with the City of Huntington Beach, Mr. Edwards managed discretionary and administrative permits; mentored staff; prepared agendas, reviewed and prepared reports, and interpreted zoning regulations as the Zoning Administrator Liaison; oversaw environmental consultants; and provided City management solutions for permit processing streamlining and customer service strategies. Planning Manager ) Baysinger Partners Architecture, Portland, OR Mr. Edwards' duties as Planning Manager included: supervising the planning and entitlement division; managing staff priorities and department budget; preparing and processing applications for public and private development projects; and providing consultant coordination and project management. Associate Planner I City of Beaverton, OR As Associate Planner for the City of Beaverton, Mr. Edwards provided the following services: project management for current planning projects; assisted in design review code revisions; gave presentations to elected officials, commissions, and citizen groups; and was staff liaison for inter - jurisdictional commuter rail project. Associate Planner ) City of Santa Monica, CA Mr. Edwards gave presentations to zoning administrator, planning commission, and design review board and prepared reports for a variety of entitlement projects while working for the City of Santa Monica. Associate Planner I Civic Solutions, San Juan Capistrano, CA Mr. Edwards provided contract planning services for the City of Rancho Santa Margarita and City of Santa Monica. Assistant Planner ) RBF Consulting (Michael Baker Int.), Irvine, CA Mr. Edwards worked as part of the Urban Design Studio group, preparing development code updates and design guidelines, assisted with urban design community outreach and revitalization implementation plans and recommendations, and provided contract planning services for the City of San Gabriel. 8 CSG CONSULTANTS ZVI 57 CSG CONSULTANTS Gena Guisar AICP NNU,j Principal Planner PROFESSIONAL AFFILIATIONS Gena Guisar, AICP, is a highly experienced urban planner in both the private and public American Planning Association sectors. Ms. Guisar has designed and managed a wide variety of development applications, American Institute of Certified led teams through the entitlement and environmental review process, and provided Planners assistance with CDBG and housing updates. Her approach to General Plan Updates, Specific UCI MURP Graduate Student Mentor Plans, master planning, yield studies, code analysis, historic research, demographic studies, EDUCATION conceptual grading and conceptual landscape design involves placemaking, sustainability, Masters, Urban and Regional Planning and economic feasibility. Ms. Guisar's thorough knowledge of the principles and practices University of California I Irvine, CA of urban and regional planning, zoning, and subdivision concepts makes her an asset to any Bachelor of Arts, Social science development team. The scale and scope of Ms. Guisar's projects not only require her to be Research & Analytical Methods creative and detail oriented, but flexible, adaptable and multidisciplinary. University of California I Irvine, CA Honors Graduate RELEVANT EXPERIENCE APPOINTMENTS Contract Principal Planner I City of Carson, CA 2018 Spring Faculty - PPD 275 Planning Ms. Guisar currently serves as a planner for the City of Carson where she managed several for Sustainability Lecturer, LIC Irvine, complex discretionary permit cases. Ms. Guisar conducts project review, manages CA schedules, prepares staff reports and notices, presents to elected officials and AWARDS stakeholders and coordinates with applicants and their consultants as part of these PCBC Gold Nugget Award of Merit efforts. Parkside Family Apartments Contract Principal Planner I City of EI Segundo, CA PCBO Gold Nugget Award of Merit As a contract planner, Ms. Guisar manages complex discretionary and administrative Yixing Master Plan permits; prepares agendas, reviews and prepares reports; conducts presentations to APA Focused Planning Award elected officials, commissions, and citizen groups. Loma Vista Community Centers MPD Contract Planner I City of Garden Grove, CA In her role as a contract Planner for the City of Garden Grove, Ms. Guisar manages a variety of development applications, reviews and processes administrative permits, and participate in long range planning efforts. Ms. Guisar services also include the preparation of reports and presentations to the Zoning Administrator, Planning Commission and City Council. Contract Principal Planner I City of Millbrae, CA Ms. Guisar served as a contract Planner for the City of Millbrae where she managed the entitlements for two high profile TOD development projects adjacent to the BART station. Combined, the sites boast 844 residential dwelling units, including 80 affordable units, 382,000 square feet of office space, approximately 44,000 square feet of retail area, and a 164-room hotel. These projects represent the first implementing projects of the Millbrae Area Station Specific Plan, which provides the vision and strategies to guide in the creation of Millbrae's new economic center with vibrant, diverse, and sustainable transit- oriented developments. Senior Planner I Danielian Assoc. Architecture and Planning, Irvine, CA Ms. Guisar served as the project manager for several large development projects throughout the United States and abroad. Gena was responsible for both policy and physical planning activities, including the creation and management of Specific Plans, General Plan Updates, and Master Plans, and managed entitlement packages for a broad spectrum of land development projects. Project Manager I Paradise Valley Specific Plan, Riverside County, CA Ms. Guisar led the effort to entitle a 5,000-acre Sustainable New Town with 8,500 dwelling units and over 1.8 million square feet of commercial, office, entertainment and service uses. The project has a development footprint of 1,800 acres and will dedicate over 3,100 acres of conservation land in perpetuity. Ms. Guisar's responsibilities included writing and managing the specific plan, sub-consultant coordination, and extensive contribution to a program level EIR and project Climate Action Plan. 9 r1SG CONSULTANTS 57 Michael PROFESSIONAL AFFILIATIONS American Institute of Certified Planners EDUCATION Bachelor of Science in City and Regional Planning, California Polytechnic State University I San Luis Obispo, CA Associate of Arts in Architecture Cosumnes River College I Sacramento AWARDS APA State Award I Los Angeles Air Force Base Reuse Plan APA Los Angeles Award I New Dana Strand Affordable Housing Laughlin AICP Principal Planner CSG CONSULTANTS Nftwolor With more than 30 years of experience in both the public and private sector, Mr. Laughlin has a wide range of high-level planning experience that allows him to provide clients with a well- rounded approach to all aspects of municipal planning in a timely and cost-effective manner. His experience includes the preparation and implementation of Housing Elements, and review of documents pursuant to CEQA requirements, current planning and General Plan work. RELEVANT EXPERIENCE Mr. Laughlin currently serves as the Senior Planning Manager for CSG Consultants. In this role, he is responsible for overseeing planning related work for CSG's municipal clients. Mr. Laughlin's current work includes serving as the City Planner for the Town of Colma. For Colma, he has completed two Housing Element updates for the Town and prepared specialty zoning ordinances to implement state housing law. He is also responsible for the processing of planning and development applications, assuring CEQA compliance, and works on long range planning initiatives to assure compliance with regional and state mandates. He has served as the interim Planning Manager for the City of Pinole and is currently assisting the City of Rohnert Park with management of a General Plan update. He has successfully prepared SB2 and LEAP Grant applications for Colma, Pinole and Burlingame. Prior to joining CSG, Mr. Laughlin worked as a Senior Project Manager for Psomas, a well- respected engineering firm in Los Angeles, and as a Municipal Planning Consultant for several cities and counties. Mr. Laughlin's experience in the west Los Angeles region includes: Los Angeles Air Force Base Entitlements — Serving as an entitlements consultant to the developer of the new space and missions facility, Michael prepared entitlement applications in EI Segundo and Hawthorne, drafted development agreements and peer reviewed the EIR/EIS that facilitated the project. 360 South Bay and Fusion Townhomes Specific Plans — Michael prepared the draft specific plans for the two residential developments on Aviation Boulevard that were adopted by the City of Hawthorne. Aerospace Corporation Campus Master Plan and Improvements — Michael served as the entitlements consultant to the Aerospace Corporation for new construction and campus improvements that included the bridge crossing EI Segundo Boulevard to the Los Angeles Air Force Base. 10 CSGCONSULTANTS W Planner I City of Carson Ms. Carver served as a planner for the City of Carson where she managed several complex discretionary permit cases. Ms. Carver conducted project review, managed schedules, prepared staff reports and notices, presented to Planning Commission and stakeholders and coordinates with applicants and their consultants as part of these efforts. She also provided transportation planning expertise to the City for development and capital improvement projects and fee programs. Leila participated in the Community Outreach and Public Participation team including attending multiple community events to solicit input from public/community for General Plan Update. Planner I City of Compton As a contract Associate Planner, Ms. Carver reviewed various development plans, prepared comment letters, and assisted City Staff with priority projects. She managed the development review for a transitional housing project for a discretionary permit application for a conversion from existing hotel to transitional housing project with supportive services. She also participated in the community outreach efforts/charrettes for a new Downtown Specific Plan with City staff. 11 CSG CONSULTANTS WE CSG Leila Carver PTP CONSULTANTS ftwoor Senior Planner PROFESSIONAL AFFILIATIONS Ms. Carver serves as a Senior Planner for CSG Consultants. Ms. Carver has expertise in American Planning Association (APA) I project management, CEQA, GIS and demographic research and excels in leadership and Vice Director of Administration and customer service. She gained skills and knowledge in many areas of transportation planning Finance, Board Member for California from her nine years of experience with Caltrans. Ms. Carver is an independent worker, has Chapter Orange Section outstanding verbal and written communication skills, and is an integral part of the CSG Professional Transportation Planner team. She is currently serving as a Consulting Planner for cities of Burbank, Rolling Hills, and Transportation Professional Town of Colma and serves as a Board Member for the APA California Chapter, Orange Certification Board Section. EDUCATION Master, Urban and Regional Planning California State Polytechnic University I Pomona, CA Consulting Planner I City of Burbank Bachelor of Arts, Political Science Leila supports the Planning Division with the review and processing of several proposed California State University I Fullerton, single -family development special development permits in compliance with the City's CA requirements for Neighborhood Compatibility Review. She coordinates with various City AWARDS departments to obtain conditions of approval and provide findings of fact to prepare Superior Accomplishment Award, 2015 approval letters in coordination with City staff. She conducted site visits and reviewed the Participation and leadership on the Municipal Code, Design Guidelines for Single family Special Development Permits and Caltrans Development Review Neighborhood Compatibility Review Checklist to establish appropriate recommendations Geobased Tracking System software for a development that would maintain the architectural integrity and compatibility with application the existing neighborhood. PRESENTATIONS Panelist for UCI Diversity Panel for Planner I City of EI Rolling Hills University of Irvine, CA Ms. Carver supports the Planning Director for the City of Rolling Hill including preparation Moderator for APA Orange Section of the City's Annual Progress Report for the Housing Element, and other planning services. Program July 2020, Zoom Planner I City of EI Segundo Ms. Carver supports the Principal Planner to provide planning services to the City of EI Segundo including plan check services and preparing notice documents for development projects. Planner I Town of Colma Leila provides planning services to the Town of Colma by assisting with the Town's General Plan Update and Environmental Impact Report, and Climate Action Plan Update. Planner I City of Carson Ms. Carver served as a planner for the City of Carson where she managed several complex discretionary permit cases. Ms. Carver conducted project review, managed schedules, prepared staff reports and notices, presented to Planning Commission and stakeholders and coordinates with applicants and their consultants as part of these efforts. She also provided transportation planning expertise to the City for development and capital improvement projects and fee programs. Leila participated in the Community Outreach and Public Participation team including attending multiple community events to solicit input from public/community for General Plan Update. Planner I City of Compton As a contract Associate Planner, Ms. Carver reviewed various development plans, prepared comment letters, and assisted City Staff with priority projects. She managed the development review for a transitional housing project for a discretionary permit application for a conversion from existing hotel to transitional housing project with supportive services. She also participated in the community outreach efforts/charrettes for a new Downtown Specific Plan with City staff. 11 CSG CONSULTANTS WE City of La Mesa/Permanent Local Housing Allocation (PLHA) Grant Application CSG Leila provided technical assistance to the City Manager's Office to prepare and complete the PLHA grant CONSULTANTS application and process (SB -2 Planning Grant Year 2) including public participation and noticing requirements. %&=WOOF She also coordinated with California Department of Housing and Community Development (HCD) during the process. City of Lake Forest/LEAP Grant Application Leila provided technical assistance to the Planning Department to prepare and complete the 2020 LEAP grant application and process. Transportation Planner ) California Department of Transportation (Caltrans), Local Development -Intergovernmental Review (LD-IGR)/CEQA review Coordinator and Specialist Leila was responsible for internal and external coordination for review of Regionally Significant Local Development projects during the local entitlement process, and prior to/during the Caltrans Encroachment Permit process. Leila coordinated with local, regional, state, and federal agencies, consultants, and other local project proponents during the environmental review process for current and long-range development projects and policies for local jurisdictions. She reviewed environmental impact reports and technical studies including traffic studies to understand the impact to the State Highway System (transportation facilities). She participated on a Project Team for the LD-IGR geo-based (GTS) software application including project management, development and deployment of software, and district and statewide training. She provided technical support and training to Planning staff. Leila also participated in Internal Working Group for General Plan Guidance 2013 Update, and SB- 743/Level of Service (LOS)/Auto Delay Alternatives Analysis with Governor's Office of Planning and research (OPR). Leila participated in the review team for multiple State Transportation Planning Grant Programs including Sustainable Transportation Planning and Active Transportation grant programs. 12 CSG CONSULTANTS AWARDS CSG Anna Choudhuri CONSULTANTS I Southwest Finance Association Senior Environmental Planner Anna Choudhuri is an experienced project manager with 19 years professional experience in the PROFESSIONAL AFFILIATIONS oversight and delivery of projects, as well as in ensuring that projects are scoped and completed Association of Environmental Professionals within schedule and budget while meeting clients' expectations. Chapter Board APA / AEP Liaison Ms. Choudhuri's experience is in project management, grant administration, land development, American Planning Association (CA project analysis, document preparation as well as senior quality assurance & quality control Chapter) reviews for over 150 different projects in California, New Mexico, Arizona, Washington, and The Role of the Planning Commissioner Louisiana, in compliance with local (California Environmental Quality Act), state and Federal APPOINTMENTS (National Environmental Policy Act) laws and regulations. She has been responsible for Louisiana Brownfields Association developing and maintaining regional Brownfields assessment and lending programs, for regional I Board of Directors air quality/clean fuels initiatives, and for disaster recovery outreach and lending processes in City of Davis Planning Commission Louisiana. I Member & as for the CA High Speed Rail project. She provided CEQA and NEPA training and QA/QC for Chair As a planning professional and a former Planning Commissioner for the City of Davis, CA, Ms. City of Davis Innovation Park Task Choudhuri has also provided technical training at professional conferences such as the American Force Planning Association and the California League of Cities. State of Louisiana Post Katrina Task Senior Project Manager & Operations Manager I PMC, California Force RELEVANT EXPERIENCE AWARDS CECIA Services Group Lead & Senior Project Manager I Impact Sciences, Inc., California Outstanding Graduate Student Paper Ms. Choudhuri was responsible for the management and utilization of environmental staff. She I Southwest Finance Association assisted with the company's marketing strategies and prepared proposals for submittal. Ms. Choudhuri prepared CEQA and NEPA environmental documents, provided senior QA/QC PUBLICATIONS & reviews and coordinated with local and State agencies. PRESENTATIONS CEQA Basics for The Planning Independent Consultant, California Commissioner - CA League of Cities Ms. Choudhuri prepared CEQA/NEPA reports for a variety of transportation; renewable energy; Conference, Pasadena, CA community facilities; land development projects. She managed projects, processed project The Role of the Planning Commissioner entitlements, rights-of-way acquisition, quitclaim processing. - CA League of Cities Conference, San Jose, CA Senior Environmental Project Manager I Provost & Pritchard Consulting Group, California How to Read an EIR over the Weekend Ms. Choudhuri prepared and reviewed legally defensible CEQA and NEPA environmental — CA League of Cities Conference, documents for renewable energy, water and wastewater projects in the Central Valley, as well Pasadena, CA as for the CA High Speed Rail project. She provided CEQA and NEPA training and QA/QC for Through Their Eyes: Survey Results of environmental documents. Ms. Choudhuri was responsible for business development, managed Lower Income Residents in the project subconsultants, managed junior level planning staff. Louisiana Industrial Corridor (with Dr. Raymond Burby and Jennifer Fallon), Senior Project Manager & Operations Manager I PMC, California College of Urban and Public Affairs, Ms. Choudhuri served as the Project Manager for CEQA and NEPA projects, prepared and University of New Orleans reviewed environmental documents and ensured that all CIA/QC had been followed EDUCATION throughout the various departments in the company. She managed daily operations of projects and staff, maintained project deliverables within budget and schedule, managed and approved Masters, Urban and Regional Planning contracts and invoices, and conducted noticing and permitting activities. coordinated with University of New Orleans I New Orleans, LA federal agencies, attended project update and scoping meetings, and public hearings. She was responsible for business development for the company. Ms. Choudhuri also served as the Masters, Financial Economics University of New Orleans Environmental Coordinator for the City of Elk Grove. I New Orleans, LA City of Elk Grove, Environmental Coordinator The planning and environmental firm that Ms. Choudhuri was associated with provided environmental management and permitting services to the City of Elk Grove for planning and Capital Improvement Projects. Ms. Choudhuri provided staff oversight and client coordination with the City's Planning and Public Works Departments, preparation of environmental documents, and peer review of technical studies. 13 GSG CONSULTANTS 61 Community Development Block Grant (CDBG)/NSP Environmental Reviews CSG Ms. Choudhuri was responsible for NEPA reviews of all HUD funded CDBG and NSP projects. These reviews involved CONSULTANTS determinations of Exempt Activities, Categorical Exclusions and Environmental Assessments for the cities of Rancho Cordova, Elk Grove and Citrus Heights, for other California jurisdictions, as well as for the cities of Albuquerque (NM) and Phoenix (AZ). County of Sutter, Consolidated Housing Authority, Maple Park EA, Project Manager The Consolidated Housing Authority of Sutter County proposed the demolition of the existing 40 -unit Maple Park affordable housing development in order to rebuild the site with a 120 -unit affordable housing project. Key environmental issues associated with this project included air quality, noise, hazardous materials, and provision of public services. Ms. Choudhuri served as the environmental project manager and was responsible not only for completion of the EA, but also for assisting the client and project architect on the NEPA process, particularly as it related to lead and asbestos issues. City of Citrus Heights, Sayonara Redevelopment EA, Project Manager Ms. Choudhuri served as the project manager for this EA and was responsible for drafting the environmental document, coordinating with sub -consultants, as well as assisting the City's planning staff on the NEPA process. The redevelopment and rehabilitation of properties on Sayonara Drive complemented other public works improvements recently completed along the street. The purpose of the project was to redevelop an existing affordable housing community in order to improve the quality of housing and the quality of life for residents Key environmental impacts associated with this project included impacts to air quality, biological resources, hazardous materials, and floodplains. City of Elk Grove, Bus Shelter Categorical Exemption, Project Planner Ms. Choudhuri was the project planner responsible for all site visits, background reports, and the development of the CE for improvements to a number of bus shelters, funded through HUD's CDBG funds. The City installed bus shelters, improving bus stops, relocating a number of bus stops and installing curbs and gutters at bus stop locations throughout the City. Key environmental issues were related to construction air quality and noise, biological resources, environmental justice, and hydrology. 14 CSG CONSULTANTS .A RELEVANT EXPERIENCE Associate Planner I City of Carson, CA As a contract Associate Planner, Ms. Mith reviews various development plans, prepares comment letters, conducts research, presents to Planning Commission, and assistance at the public counter. Housing Specialist I City of Hawaiian Gardens, CA Ms. Mith current serves as a Housing Specialist with the City of Hawaiian Gardens where she is responsible for the City Beautification Program. Ms. Mith's responsibilities include Project Management, soliciting and reviewing applications, site visits, creating scopes of work, writing and distributing requests for proposals for contractors, and consultant coordination. She also writes staff reports and prepares presentations for public hearings regarding the Program. Associate Planner I City of Garden Grove, CA As a contract Associate Planner, Ms. Mith reviewed various development plans, drafts and sends comment letters to applicants whose projects require additional review, conducts research of the City's Municipal Codes and Specific Plans to ensure development proposals compliancy with the City's standards. Assistant Planner I City of West Hollywood, CA As a contract Assistant Planner, Ms. Mith reviewed various multi -family residential development plans, drafted and sent out corrections notices to applicants whose projects required additional review, provided assistance with drafting conditions of approval documents as well as staff reports, researched the City's Municipal Codes to ensure development proposals were in compliance with the City's standards, and assisted with a development study to research and compile data on the existing conditions of multi -family residential developments. Assistant Planner I City of Claremont, CA Ms. Mith provided Assistant Planner services for the City of Claremont. Her duties included: conducting design reviews for residential developments; reviewing sign permit applications; reviewing and processing entitlements; applying CEQA knowledge to entitlements and design reviews; reviewing landscaping plans; generating neighborhood notices for project proposals; coordinating site visits; reviewing lighting plans; processing solar panel applications; coordinating with the Engineering Division on projects involving encroachment onto public right-of-way; reviewing and verifying home occupation applications and business license applications meet zoning and parking standards; coordinating with the Building Division to ensure projects meet the Planning standards; and assisting phone calls and emails regarding plans, city code inquiries and general process questions. Planning Intern I City of Downey, CA As an intern for the City of Downey, Ms. Mith supported the Planning Department with processing and reviewing entitlements, managing and assisting with counter plan checks and permit processes, assisting the Building and Safety Department with plan checks, conducting plan checks for residential projects and tenant improvements preparing zoning verification and rebuild letters, and assisting the City and Principal Planners. 15 CSO CONSULTANTS 63 CSG Nancy Mith CONSULTANTS Associate Planner EDUCATION Ms. Mith serves as an Associate Planner for CSG Consultants. With her five years of experience with jurisdictions in Southern California, Ms. Mith provides planning services to cities using her Bachelor of Science, Urban and knowledge of administering municipal codes, application of CEQA knowledge to entitlements Regional Planning and design reviews, and her highly developed verbal and written communication skills in California State Polytechnic University providing information to the public and other departments within the cities. Ms. Mith has a I Pomona, CA strong creative background and is proficient in AutoCAD, architectural drafting, Sketch Up, GIS and Photoshop. RELEVANT EXPERIENCE Associate Planner I City of Carson, CA As a contract Associate Planner, Ms. Mith reviews various development plans, prepares comment letters, conducts research, presents to Planning Commission, and assistance at the public counter. Housing Specialist I City of Hawaiian Gardens, CA Ms. Mith current serves as a Housing Specialist with the City of Hawaiian Gardens where she is responsible for the City Beautification Program. Ms. Mith's responsibilities include Project Management, soliciting and reviewing applications, site visits, creating scopes of work, writing and distributing requests for proposals for contractors, and consultant coordination. She also writes staff reports and prepares presentations for public hearings regarding the Program. Associate Planner I City of Garden Grove, CA As a contract Associate Planner, Ms. Mith reviewed various development plans, drafts and sends comment letters to applicants whose projects require additional review, conducts research of the City's Municipal Codes and Specific Plans to ensure development proposals compliancy with the City's standards. Assistant Planner I City of West Hollywood, CA As a contract Assistant Planner, Ms. Mith reviewed various multi -family residential development plans, drafted and sent out corrections notices to applicants whose projects required additional review, provided assistance with drafting conditions of approval documents as well as staff reports, researched the City's Municipal Codes to ensure development proposals were in compliance with the City's standards, and assisted with a development study to research and compile data on the existing conditions of multi -family residential developments. Assistant Planner I City of Claremont, CA Ms. Mith provided Assistant Planner services for the City of Claremont. Her duties included: conducting design reviews for residential developments; reviewing sign permit applications; reviewing and processing entitlements; applying CEQA knowledge to entitlements and design reviews; reviewing landscaping plans; generating neighborhood notices for project proposals; coordinating site visits; reviewing lighting plans; processing solar panel applications; coordinating with the Engineering Division on projects involving encroachment onto public right-of-way; reviewing and verifying home occupation applications and business license applications meet zoning and parking standards; coordinating with the Building Division to ensure projects meet the Planning standards; and assisting phone calls and emails regarding plans, city code inquiries and general process questions. Planning Intern I City of Downey, CA As an intern for the City of Downey, Ms. Mith supported the Planning Department with processing and reviewing entitlements, managing and assisting with counter plan checks and permit processes, assisting the Building and Safety Department with plan checks, conducting plan checks for residential projects and tenant improvements preparing zoning verification and rebuild letters, and assisting the City and Principal Planners. 15 CSO CONSULTANTS 63 City of Garden Grove, Model Water Landscape Efficiency Ordinance, Project Manager CSG Nancy was tasked with updating the City's landscape ordinance and amending the City's codes to comply with CONSULTANTS the State mandated Model Water Efficient Landscape Ordinance. She prepared an updated draft landscape %,,OoFr Ordinance and amended the appropriate sections of the City's codes to reflect the State's updated regulations. Key updated items included landscape size thresholds, regional evaporation rates, water use categories, and more stringent irrigation design. City of Garden Grove, FEMA Zone Text Amendment, Project Manager Nancy was responsible for amending Title 9 of the City's Municipal Code to include definitions for terms used in existing portions of the City's codes pertaining to the flood hazard overlay zone to meet the minimum requirements of the National Flood Insurance Program. She drafted a text amendment that incorporated the new definitions as required by FEMA and presented the proposal to Planning Commission where the text amendment was approved. City of Garden Grove, Outdoor Dining Zone Text Amendment, Assistant Project Manager Nancy provided assistance with drafting an amendment to Title 9 of the Municipal Code to allow outdoor dining areas within the City's historic Main Street. She coordinated with various departments, including Public Works and Building and Safety, to assess feasibility of the proposed outdoor dining area. Buildings within Historic Main Street were constructed to zero lot line which rendered all of the sidewalk areas public right-of-way. A key issue that was considered was whether or not there was enough sidewalk capacityto implement the appropriate Public Works and Building and Safety regulations that would satisfy any health and safety concerns. Nancy conducted site visits and provided several options that would incorporate the proper regulations as well as address all code issues, and drafted an amendment to the appropriate code sections that would for outdoor dining areas along the City's Historic Main Street corridor. City of Hawaiian Gardens, City Beautification Program, Housing Specialist Nancy served as a Housing Specialist where she managed the City's Beautification Program. Her responsibilities included project management, soliciting and reviewing applications, site visits, creating scopes of work, writing and distributing requests for proposals for contractors, and consultant coordination. She also writes staff reports and prepares presentations for public hearings regarding the Program. 16 CSC CONSULTANTS M-1 Jonathan Kwan Associate Planner CSG CONSULTANTS EDUCATION Mr. Kwan serves as a Sustainability Programs Analyst/Associate Planner for CSG Consultants, Bachelor of Arts, Environmental utilizing expertise gained from employment with San Francisco Bay Area jurisdictions to deliver Studies: Concentration in Urban planning, sustainability, and environmental services to CSG's public agency clients. His Planning University of California, Santa Barbara experience includes conducting greenhouse gas emissions inventories and forecasts, developing I Santa Barbara, CA Climate Action Plans (CAPS), General Plan documents and ordinances, processing of current planning applications, preparing and reviewing documents pursuant to CEQA requirements, TRAINING advance planning and General Plan work, and generating maps with GIS software. 2019 SEEC Greenhouse Gas Inventory Cohort RELEVANT EXPERIENCE 2020 ICLEI Greenhouse Gas Associate Planner I Town of Colma, CA Forecasting, Target Setting, and Planning Cohort As an Associate Planner in a staff augmentation capacity, Mr. Kwan provides current and advance planning services to the Town. He is responsible for processing all types of permit applications for new developments with presentations to the City Council, assuring CEQA compliance. He provides graphic support to the Town and works on long range planning initiatives to assure compliance with regional and state mandates. Mr. Kwan has processed advanced planning projects including a new ordinance. Additionally, he has prepared environmental documentation pursuant to the requirements of CEQA, including Initial Studies and Mitigated Negative Declarations. He is currently updating the Town's General Plan and Climate Action Plan and has completed Green Infrastructure Plans for the Town and multiple San Mateo County jurisdictions. Associate Planner I City of Scotts Valley, CA Mr. Kwan provides current planning services to the City. He is responsible for providing counter support to the City and processing Planning permit applications for new developments, assuring CEQA compliance. He provides GIS support to the City and develops exhibits for projects such as the City's General Plan Update. He also works on projects within the City's Affordable Housing Program. Planning Technician I City of Orinda, CA Mr. Kwan served as the Planning Technician for the City of Orinda. In this capacity, he reviewed building plans for compliance with zoning and land use regulations, processed all types of current planning applications including conditional use permits, design review, sign permits, tree removal permits, exception permits, and lot line adjustments with presentations to the Planning Commission. Mr. Kwan was also responsible for conducting site visits to investigate and track planning violations. In addition, he worked on various long-range planning projects including a downtown specific plan to revitalize the downtown area and a short-term rental policy. CivicSpark Fellow, Local Government Commission Mr. Kwan served as a CivicSpark Fellow to provide sustainability programs support to Cupertino, Mountain View, Redwood City, and Sunnyvale. Projects included conducting greenhouse gas inventories, an Environmentally Friendly Purchasing Handbook update, and developing marketing materials for resource conservation programs. 17 CSGCONSULTANTS 65 Krystal Sanchez EDUCATION Bachelor of Science, City and Regional Planning California State Polytechnic University San Luis Obispo, CA Assistant Planner CSG CONSULTANTS Namoe Krystal Sanchez is a recent graduate with experience in the public sector. Ms. Sanchez serves as an Assistant Planner for CSG Consultants and is currently providing staff support. Ms. Sanchez provides planning assistance to cities using her knowledge of administering municipal codes, and communication skills in providing information to the public and other City departments. Ms. Sanchez is proficient in AutoCAD, InDesign, Sketch Up, GIS and Photoshop. RELEVANT EXPERIENCE Assistant Planner ) Town of Colma, CA Ms. Sanchez provides Consultant Assistant Planner services to the Town of Colma by assisting with the General Plan Update and the draft Environmental Impact Report. Assistant Planner I City of Burbank, CA Ms. Sanchez currently reviews single family development permits to comply with the cities' design guidelines and neighborhood compatibility review. Ms. Sanchez works with the applicants and city staff to create compatible development projects within the existing historical neighborhoods and special districts. Ms. Sanchez also works on drafting approval letters, mailing notices and sign requirements. Assistant Planner ) City of Gustine, CA As a contract Assistant planner, Ms. Sanchez provides support for discretionary and administrative permits. Ms. Sanchez reviews various development plans, drafts incompleteness letters and correspondence with applicants and city staff, conducts research of the City's Municipal Codes and Specific Plans to ensure development plans comply with the City's standards. Assistant Planner I City of Pasadena, CA Ms. Sanchez currently reviews various landscape projects for residential and commercial projects for compliance with Model Water Efficient Landscape Ordinance (MWELO) regulations. This includes reviewing water use calculations, plant selections and hydro zones for each landscape project. Assistant Planner I City of Carson, CA As a contract Assistant planner, Ms. Sanchez reviewed commercial and housing projects through the plan check process by applying applicable state, county and local codes, ordinances and regulations while coordinating with other Departments in the city to ensure developments complied with existing conditions of approval. Planning Intern I City of Santa Maria, CA As a Planning Intern at the City of Santa Maria, Ms. Sanchez reviewed and provided comments on proposed site plans and prepared reports and presentations for development review meetings. Ms. Sanchez also Prepared staff reports and collected a comprehensive list of comments from various departments for pre -applications, conditional use and project development permits. Ms. Sanchez also facilitated community engagement at workshops for the Santa Maria 2040 General Plan Update by interpreting interviews into Spanish for community members. Ms. Sanchez also reviewed permit applications for residential and commercial development by applying applicable state, county and local codes, ordinances and regulations while coordinating with other Departments in the city to ensure developments complied with the Municipal Code. 18 CSG CONSULTANTS PROPOSAL FOR THE CITY of EL SEGUNOO HOUSING -RELATED nroINANCE., PACKACC , 7n-)Wjf, RFCUTATIONS DIAGNOSIS. & RHNAAcFION STRATEGY Scope of Work �0 In response to the City's RFP for Housing -Related Ordinances Package, Zoning Regulations Diagnosis & RHNA Action Strategy, CSG proposes the following scope of work. We understand that the Project consists of two related parts to comply with the SB2 grant obligations, which are identified as Project # 1a -c, and as Project #2a -b, respectively here and within the proposed Project Timeline provided in Section 4. Project 1a: Density Bonus Ordinance CSG will begin the task of preparing a Density Bonus for the City by reviewing State Law and other recently adopted ordinances within the state to determine best practices. CSG will analyze how various aspects of the Density Bonus ordinance will impact the City and prepare an informational report for City Staff to provide direction on aspects of the ordinance where the City has latitude in provisions. Outreach on this ordinance will be concurrent with the SRO and Transitional and Supportive Housing Ordinance. Once community and decision maker input are received, an ordinance and staff report will be prepared for consideration by the Planning Commission and City Council. A PowerPoint presentation explaining the ordinance will be prepared. A CEQA exemption will be prepared and filed for the ordinance. Deliverables: Informational Report A Community Meeting and Outreach (combined with other ordinances and Project 2) P Staff Report and Ordinance P PowerPoint Presentation CEQA Exemption Assumptions: Budget assumes Community outreach through social media and other means agreed upon with the City through an outreach plan, One Planning Commission Study Session, and one City Council meeting. Project 1b: SRO Ordinance CSG will begin the task of preparing an SRO Ordinance for the City by reviewing other recently adopted ordinances within the state to determine best practices and which types of ordinance provisions may be appropriate for the City. In addition, research will be conducted to determine local needs and existing support services available. CSG will analyze existing zoning to determine which locations within the City may be most appropriate for SRO units and best practices for facilitating this type of housing development. CSG will prepare an informational report which includes recommendations for locations and development standards for City Staff to provide direction on aspects of the ordinance. Outreach on this ordinance will be concurrent with the Density Bonus and Transitional and Supportive Housing Ordinance. Once community and decision maker input are received, an ordinance and staff report will be prepared for consideration by the Planning Commission and City Council. Depending on the approach agreed upon with the City, the ordinance may be combined with the Transitional and Supportive Housing Ordinance. A PowerPoint presentation explaining the ordinance will be prepared. A CEQA exemption will be prepared and filed for the ordinance. Deliverables: Zoning analysis to determine possible locations forSRO's Informational Report 19 CSG CONSULTANTS 67 PROPOSAL FOR THE CITY OF FLSEGUNDO HOUSING -RELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNA ACTION STRATEGY Community Meeting and Outreach (combined with other ordinances and Project 2) Staff Report and Ordinance PowerPoint Presentation CEQA Exemption Ass umtJ tions: Budget assumes Community outreach through social media and other means agreed upon with the City through an outreach plan, One Planning Commission Study Session, and one City Council meeting. Project 1c: Transitional and Supportive Housing Ordinance CSG will begin the task of preparing a Transitional and Supportive Housing Ordinance for the City by reviewing State Law (including AB 139) and other recently adopted ordinances within the state to determine best practices and which types of ordinance provisions may be appropriate for the City. In addition, research will be conducted to local needs and existing support services available. CSG will analyze existing zoning to determine which locations within the City may be most appropriate for Transitional and Supportive Housing units. CSG will prepare an informational report which includes recommendations for locations and development standards for City Staff to provide direction on aspects of the ordinance. Outreach on this ordinance will be concurrent with the Density Bonus and SRO Ordinance. Once community and decision maker input are received, an ordinance and staff report will be prepared for consideration by the Planning Commission and City Council. Depending on the approach agreed upon with the City, the ordinance may be combined with the SRO ordinance. A PowerPoint presentation explaining the ordinance will be prepared. A CEQA exemption will be prepared and filed for the ordinance. Deliverables: Zoning analysis to determine possible locations for Transitional and Supportive Housing Informational Report Community Meeting and Outreach (combined with other ordinances) P Staff Report and Ordinance P PowerPoint Presentation P CEQA Exemption Assumptions: Budget assumes Community outreach through social media and other means agreed upon with the City through an outreach plan, One Planning Commission Study Session, and one City Council meeting. Project 2a: Zoning Regulations Analysis The City of EI Segundo is facing an unprecedented demand for new units. Other than magically finding patches of vacant land in a built -out city, one method for meeting RHNA obligations is through increasing density maximums within established zoning designations. As planners and designers, CSG understands that development standards help dictate maximum densities. Smaller minimum lot sizes typically equate to increased density, however reducing standards across the board will not help a city achieve their density goals without safeguards in place to ensure quality development. As part of project 2a, Zoning Regulations Analysis, CSG will dissect the development standards within the zoning code and applicable Specific Plans to determine how each requirement, or combination of 20 VSG CONSULTANTS PROPOSAL FOR THE CITY OF EL SEGUND3 H o Li51Nf;-RF I AT FF) ORF)INANCI., PACK AGF, ZONING REGULATIONS DIAGNOSIS, & RHNA ACTION STRAFEG`' requirements, stifles density. We will review and analyze each zoning designation and back into a potential maximum density for each category. We will then systematically scrutinize each design requirement to understand the change needed to exceed the density threshold. Our exploration will include, but will not be limited to, lot size, unit size, parking, height, setbacks, lot coverage, open space (private and common), frontage, and allowable encroachments. Other site design criteria will also be considered. For example, we will determine whether alternative site layouts such as clustered, paired, and/or courtyard development is permitted. We will also review infrastructure requirements, such as road widths and utility easements/placement. We will synthesize our findings into a report clearly identifying and explaining the various impediments to density. We will then propose changes to development standards (reduced setbacks, increased maximum height, smaller lot sizes, etc.) and/or options (overlay zones, straightforward and/or streamlined entitlement for Planned Unit Development, reduced ROWs private roads, etc.) that will result in the optimum density for each zoning designation. The probable effects of each proposed change and/or option will be outlined as part of this task, including a description of the required coordination with other City departments (Public Works, Fire, etc.). Project 2b: Comprehensive RHNA Sites Inventory Analysis/RHNA Action Strategy CSG will initiate Project 2b by first analyzing the site inventory from the 2014 Housing Element update. We will determine and document what changes have occurred since the previous update. Next, we will identify residential areas that would be appropriate for up -zoning. Potential density resulting from the up -zone will be calculated for each site, using a general rule of thumb of assuming 70 percent developable land (net of roads, parking, open space and infrastructure). As part of this task we will analyze the current General Plan and Strategic Plan to understand any policies or mandates in support or in opposition to intensified density. We will create a scoring system describing each site's suitability for up -zoning. Scoring variables will include, but not be limited to, size, total number of parcels, parcel configuration(s), location (downtown, within a specific plan, etc.), surrounding uses, demographics, existing use(s) and other site characteristics (slope, existing landscape, etc.). Sites in areas close to shopping, services, schools and jobs will be recommended for prioritized intensification. We will create a map identifying all sites evaluated. Project 2b will also include a public outreach plan to help gain consensus regarding the need for housing and, therefore, up -zoning. We will first work with the City to develop a clear message to the community. The message will describe the City's legal obligation to provide housing and the benefits housing may bring to the community. Next, we will coordinate with the City to create a public outreach plan which will include methods for reaching residents, businessowners and other stakeholders in the City. We understand that due to COVID-19 distancing requirements, there may be a need for multiple small format in-person meetings combined with virtual meetings and social media outreach. The outreach plan will endeavor to provide formats that are safe, yet convenient for the community. Finally, if it is determined that up -zoning alone is inadequate to fulfill the City's RHNA obligation, we will prepare at outline of development standards for a new R-4 zone. 21 CSG CONSULTANTS • PROPOSAL FORTH E CITY OF EL SEGUNDO HUUSING-R ELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNAACTION STRATEGY This document is formatted for dOLible-sided printing 22 CSG CONSULTANTS 70 PROPOSAL FOR THE CITY OF EL SEGUNDO HOUSING -RELATED ORDINANCFS PAC KAGF, 70NINf; RFGIJI ATIONS DIAGNOSIS, & RHNA ACTION STRATEGY Timeline CSG proposes the following timelines for each Project part, pursuant to the SB -2 Grant Application and City's RFP. 23 71 Project #1: Housing Ordinance Package TASK Nov'20- Dec } '21 Feb Mel Apr May "Juni July Aug Sep" Oct "Nov- Dec lan'22 Feb Mar Apr-May-)une'f Project el: Housing Ordinance Package - `( l I I Trask 1- Project Management r 1.1 Project Kick- �/Initiation l 1.La Kickoff Meelin_e,/Conference - � 1.2 Dafl Proicct Managemcnt LZa tingaing cordinalioN teguf teleconferences with Cily staff to discus,I` review progress, resolve poliq 1,2,6lnteroffice Coordinatio r 1 I L3.a Ongoing coordination with 1-iC, a� * I Y T l needet Lab crani �Aaminnnvoideo -4-Rese ` f_ �I�� i6 6IIva6, 6 6 6 616 1.4a Best PracticeslGenera Rcch/Understandin 1,4.bReearch & Analysisforldenlfcatl sofappopriatelocations, deveopme tandards, andbest practices for Single Irask2-Co.. at(EnxaRemea WN 2.7 Cmnuu': yEiigagernerrtl T Aiiicaf` Pablic Outrcacil - j 2L1 Vyhml mecfirlgisnamrmmitym t—cil If 2.Lla VirtuaVhybn``d Mectmgs/utilizing I l technical tools/platfo� Il - 7.1.1b Coardlnafion wi�r Cify llaffrGO.; I I I Ikviea+%�Rc give luuerlmaelfiprt` ! 21.1.cu P-jIIC 21. M 2.1. tid ('regale m�enng malena� f oendlnote with staff for City webpage, soaal media/ local newspaper posting (E ! 55pp a nl +I r 21.21n-personpub)icaurrrndrengagement,r 61,(20211 l .2,1.2.a Public Outreach nreonngs (in perso f c.m oj((yy verds; � blLe work hop at P 2.V2 -b Coordination with Gty st d I 1 Review PjMgLm& Resolve -lieu 'u all 2.1.3PrA%re/Summarize Oufreadr Reuorl t 1 lask3- dovelap draft ordinances 3.1 Density Rpnus Ordinance f - 3.1.aPme draft ordmanc• I I 3.2.b -Prepare Test of t hang points relaieai I ` to benefits of oraina nc�, CtI`I —3.1-c Coordinate wirh y statfiCA{i I ` Review progmss/Revision/Resolvp_ lecal/--lieu nuestior�- - l _ 3.tsrcoaf+rr�a�w;- f � I Sia -pr-repedrafterdwct� _ l 3.26 Prepare list of talhmg points related to benefits of SRO ordinanc, 3,2c Coordinate with City st1fMACmi I f I Review progress, Revise, Resolve 14 Ie ,i. es<iar,1 _ 3.3 TrtmeiFonai SLppdifioe-$ousin; p- - n o w, 0 I 0 W 1990 I9 0 a -OrAftmnre- � I 3.3.a Prepare draft ordinanc^ 3.3,bPrepare list f talking points relate f to benefitsof ordinanc 3.3.c Coordinate with City sIaWCA Review progress, Revise, Rcsolv Pannige Commission I l 4.1.a PC Preil 4,1. b Coordinate with City statVCAO I Ik Review aroeress Rcv..Mesolvl 4.1.c PC Hearin • - t 4.2 Cmmcr� � AL2 a Council Prey 4,2.b Coordinate with City stfUCAO Review c -stress Revise/ Resolvj 4 ,; _• t 42 c Council Hearing j'�'@jr5 Notice of ExeraelUitu b[OBI Pluto 5.1 NOE Filinyr Sla Prepare NOL 1 - 5.1,b Coordinate with City) Review by eq f I I 5.1.c Publish/File NO.- I l I 'iimrlurr 6wm}on fhrl mprlan full dr I Wirt lull Nbr..W 20110 = Cosrdirrnlrpn rot HCD sf �af lens/ ldlrratlh and bnsrd an aced; all finnl iuvmns wuaf be sub Hot to HCD by Frb 28, 2022 24 72 Project k2 timeline: Zoning Regulations Diagnosis and Comprehensive Sites Inventory Analysis TASK Nov20- Dec " l,an'21 Feb- Mir Apr May -June- Jttly - Aup Sev Oct -Nov ' Dec -�an`2r Feb Mar Apr May -June (Project p2: Zoning Regulations Diagnosis I / & Comprehensive Sites Inventory Asarbsi-titIPv S•%vl7aJ'yte Taskl-irareMana,Yent t AevAIcAction iniHntfw( 1.1,a Kickroo f Meeline/Caole ence Calf - - Sd ERf ty Pm*t Ma ! - _ ` 1,Za ongoing Coordinallord teleconferences with City staff to discus: review progress, resolve policy y eslions/othel - - 1 2.1, Interoffice Coordinatio, I 1.3 Grmrtm-.n9%jfinent - --A TTLI t , 'T .. 1.3a Ongoing coordiwuon withHCede�.� jJ 1.3.6 Grant Adminoseou 66 �. r� 'w66 . l-� ��r■ T 6 6 1.4.a Best Praaims7Gener I Reseerch/Und---din / Task 2 - Community Engagement 2.1 Co roo—ly CtygiS{ntrmNir[halar I PuNir Oytreach �( 21.7 Virluul meelingslcommmiity o,11—ch l 2.Lla Virtual7hvbrid MeclTngs/utitizin technicil IarLs/nlat7nr 2.1.16 Coordimtion with City staff7CA Review� fyJess.Resnlvx rssues/nuesti 21.1.c Public/Citycommission workshop// -'n.Yd Prepar m,nUling malenay - coordinatewithstaffforCitywebpagq social media/ local newspaper posting (E LIQ M -pe o public outreachlengayeinenl,ii 21 2a Public Outreach meetings (in persor t'mmmrnitr eymbewhllcwm t1+C 1.1,2,b Coordination with Gty staff, Reviee �mercss Resolve C lcstion; ( i 27.3 Axt�`%Sumnr4N9t Olri�.R(�f� alis:-7a'o�¢ykcgnla3i6ti�AlYgiW1 � � � � ■ � � � � � � �� q'rrtlerf 3.1 _ 3.1 $anfRrx nS nlatio. Analyds fur Residential INtrinprarn! gla�nnla ` hno"imentsta mnzirmrm dlarlapmral yppteaHaf prvafMvt dpp:lyl / t ' .. 3•L1Aitl�eRnidrrrllel l7rrrlDpmnff &ted dr v ` I 3.l.l.a Understand-Lssucsilmped�monb 1 development standards: sped f W 3.1. I.b dam summarybackg * information/initial findings or I ` I 3.1.1c Prepare implementaht pan: remmmendation far changes and bes; snluriar� . 3.1.2 Coordfnation with City majf, Remota m RlC1M. ftw. far 4.1 CMW.d ReA*Ntiaiiltre WW" � 4 1 a Review CP 21114 Housing Elemen`. ; ' identified site• 4 -Lb Review Specific Plant 4.Lc Prepare Gap Analysis for site inventory/ remaining capacity and shortfal i in affordable housing (based on RHNA; 4.1.d Coordination with City staR/CAQ Rnicer vretreszRasdve . li�� o-StLO" f.1.li ft zhepar! 4.2 Residential/Areabrorlelyny 4.2a Develo table of site/land invenlo � / I 4.2b Develop lViaps7M For intensiRcario l .� �� Il a.Tc Coordination wllh LfistalpCA4 , - Review progress, Resolve polis � L_/,ester n. , 4.2 d Finalize Re I velop 4.3 Develop dedate-WIdnells— by new R4 zmre ('f determined necessary by 4-3.a Coormnahon with City stall/ C`A6 I Review �ocress, Rcsalvr oolicv oucstiorl i.3�>ii?.vdopfl'reparxdrag whine I ` dm am! Yearler.l: 'Pimdlnr hoard oa the mra.rp+ivn Iter! for I r—Wtwa7rtan ltWtvmlyrVIM x = Coordmalon xel HCD sf qffnt Irasl Want^ mid Nosed on need, all fiunl mnoius Wwlhe subnulled la HCDby Feb28,2022 25 73 PROPOSAL FOR THE CITY OF EL SEGUNDO I IOUSING-RELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNA /ACTION STRATEGY This document is formatted for double -side! printing. 26 CCG CONSULTANTS 74 PROPOSAL FORTH E CITY OF EL SEGUNDO HOUSING -RELATED ORDINANCES PACKAGE, ZONING REGULATIONS DIAGNOSIS, & RHNA ACTION STRATEGY CSG proposes the following budget and fee proposal with some suggested reallocation of funds within the categories provided by the SB -2 Grant Application and City's RFP, and within the total funds allocated. 27 75 SB2 Consultant *Task not part of project rn W CSG Total Staff Director Principal Senior Senior Env Assoc Asst Planner Planner Planner Planner Planner Total Hours Total Cost Hourly Rate $200 $175 $155 $155 $140 $125 Project #1 Housing Ordinance Package Task #1 Project Management 2 4 24 40 20 20 110 $16,320 Task #2 Community Engagement 2 12 40 10 8 72 $11,100 Task #3 Develop Draft Ordinances Task #3.1 Density Bonus 2 12 20 16 10 60 $9,090 Task #3.2 Single Room Occupancy 2 20 40 20 10 92 $14,150 Task #3.3 Transitional/ Supportive Housing 2 12 30 16 10 70 $10,640 Task #4 Public Hearings for new Ordinances 2 6 8 $2,330 Task #5 Notice of Exemption (NOE) 2 4 $810 Project #1 Total 12 60 160 42 82 70 404 $64,440 Project #2 RHNA Zoning Regulations Diagnosis and Comprehensive Sites Inventory Analysis Task #1 Project Management 2 4 24 50 20 20 120 $17,870 Task #2 Community Engagement 4 12 48 8 8 80 $12,460 Task #3 Zoning Regulations Diagnosis 4 30 84 72 68 258 $37,650 Task #4 Comprehensive RHNA Sites Inventory Analysis/ RHNA Action Strate-av 4 24 84 36 36 184 $27,560 RHNA Site Rezoning* TBD Project #2 Total 14 I 70 I 240 I 50 ` 136 1 132 f 642 f $95,540 Total Hours 26 130400 92 I 218 202 1,046 Total Fees 1 $5,200 1 $22,750 } $62,000 $14,260 $30,520 $25,250 $159,980 *Task not part of project rn W PROPOSAL FOR FHE CITY OF EL SEGUNDO HOUSING -RELATED ORDINANCES PACXAGE, ZONING REGULA I IUNS DIAGIVUSIS, & RHNA ACTION STReJEG'Y City Professional Services Agreement �0 CSG has reviewed the City's Professional Services Agreement and is willing to execute. Upon award of the contract, we will provide the proof of insurance as stated in the Agreement. If CSG is awarded the contract, we would like to provide the following information to facilitate contract execution: Section 26. Notices Please add following information: Cyrus Kianpour 550 Pilgrim Drive Foster City, CA 94404 Email: Contracts@csgengr.com Agreement Signatures Add Cyrus Kianpour and Dave Gottlieb 29 77 ,°R')POSAL FOR I HE CITY OF EL SEGUNDO HOUSING -RELINED ORDINANCES P1CKA5E, 70NING Rrcu( W!ONi DiAGrio;ls, a RHNA Amor STaaTE(jY 30 COR-4-3CONSULTANTS • PROPOSAL FOR THE CITY OF EF SFGL;,`IDi) NOUS INC -RELATED ORDINANCES PAC l<A C,E, 7-ONfNG REGULAT101W DIAGNOSIS, & RHNA ACTIOM SrRAVEGY References �0 Our track record of success in delivering similar services to our clients is outstanding and we encourage you to contact our references. The following is a partial list of client references for which CSG has provided similar services. City of Carson Sailed Naaseh Community Development Director 701 E. Carson St Carson, CA 90745 (310) 952-1761 snaaseh@carson.ca.us Planning Services 2016—Ongoing City of Rolling Hills Meredith T. Elguira Planning and Community Services Director 2 Portuguese Bend Road Rolling Hills, CA 90274 (310) 377-1521 Melguira@CityofRH.net Planning Services including preparation of APR for housing element 2019—Ongoing City of Burbank Scott Plambaeck Deputy City Planner 150 N. Third Street, Burbank, CA 91502 (818) 238-5250 splambaeck@burbankca.gov Planning Services including single-family special development permit review for historical neighborhood compatibility review 2017—Ongoing City of Lake Forest Gayle Ackerman, AICP Director of Community Development 100 Civic Center Drive Lake Forest, CA 92630 (949) 461-3512 GAckerman@lakeforestca.gov Planning Services including preparation of 2020 LEAP grant application and process. 2020—Ongoing City of Garden Grove Lee Marino Planning Manager 11222 Acacia Parkway Garden Grove, CA 92840 (714) 741-5323 leem@ggcity.org Planning Services 2017; 2019 Town of Colma Brian Dossey City Manager 1198 EI Camino Real Colma, CA 94014 (650) 997-8300 brian.dossey@colma.ca.gov Comprehensive Planning Services 1991—Ongoing City of Compton Robert Delgadillo Senior Planner 205 S Willowbrook Ave Compton, CA 90220 (310) 605-5532 RDelgadillo@comptoncity.org Planning Services including project management of transitional housing/supportive project 2019 City of Fountain Valley Brian James Director of Planning and Building Director 10200 Slater Ave Fountain Valley, CA 92708 (714) 593-4425 Brian.James@fountainvalley.org Environmental Services - including peer review of Addendum IS/MND for the Orange County Sanitation District Administrative Headquarters Building Project 31 CSGCONSULTANTS 79 CSG CONSULTANTS Employee -Owner! OFFICES THROUGHOUT CALIFORNIA SAN FRANCISCO BAY AREA Foster City • San Jose • Pleasanton SACRAMENTO REGION • Sacramento CENTRAL VALLEY • Newman - SOUTHERN CALIFORNIA • Orange - WWW.CSGENGR.COM 888.794.2016 .rt CITY OF EL,SEGUNDO TITLE: City Council Agenda Statement Meeting Date: November 17, 2020 Agenda Heading: Consent Agreement with Digital Networks Group, Inc. for $438,109 to upgrade the Council Chamber and City Hall Conference Rooms Audio -Visual (AV) Systems RECOMMENDATION: Authorize the City Manager to execute a contract with Digital Networks Group, Inc. for $438,109 to provide design and installation of an AV Equipment upgrade for City Council Chamber and Conference Rooms, including $15,000 for contingency. FISCAL IMPACT: $350,000 will be funded via the existing FY 2020-2021 CIP Budget. There is an additional appropriation required to fund the unanticipated additional cost of $88,109. The additional appropriation will come from the Designated IT Reserve. Ongoing maintenance will be covered in future General Fund Budgets (Year 2 - $18,201 and Year 3 - $24,401). Amount Budgeted: $350,000 (301-400-8201-8237) Additional Appropriation: $88,109 from 001-268-0000-1268 (Designated IT Reserve) Account Number(s) BACKGROUND: 301-400-8201-8237 Facility Condition Assessment Reserve ($350,000) Appropriate $88,109 from the Designated IT Reserve (001-268-0000-1268) to the CIP Facility Condition Assessment Reserve (301-400-8201-8237) Appropriate $88,109 to the General Fund Transfer -out — Capital Improvements (001-400-0000-9301) and increase Transfers -in to CIP (301-300-0000-9399) by $88,109 The City's Council Chamber currently has an outdated analog AV system that was originally installed in 2010. The equipment and software has reached the end of its life cycle, and maintenance has become increasingly difficult. The analog cameras and single screen projector, though functional, do not offer the best viewing experience for the Council or the audience. The equipment in the production control room is equally as outdated, lacking many of the basic presentation capabilities of modern systems available 51 AV Equipment Upgrade November 17, 2020 Page 2 of 3 today. The production control room has experienced numerous critical component failures as all the equipment has exceeded its expected life cycle. The AV upgrades will include the three (3) conference rooms located at City Hall. Currently, these rooms have outdated systems that are difficult to use and require manual set up and maneuvering to operate, with cables and equipment that are cumbersome and not conducive to effective use. The accommodations must be updated to promote engagement, set a higher AV technology standard, and increase efficiencies. The Information Technology Services Department (ITSD), in conjunction with Public Works and EI Segundo Media, published a Request for Proposal (RFP) on September 7, 2020. RFP 20-04 Council Chamber and Conference Rooms AV Equipment Upgrade was published on the website and sent to various recommended vendors for participation. This RFP was published for 30 days with a due date of October 7, 2020. We received interest in participation requests from fourteen (14) vendors. We conducted City Hall walkthroughs with interested vendors and engaged in informational sessions throughout the month of September. On October 7, 2020, a total of four (4) proposals were received. We organized a review team which consisted of members from Public Works, EI Segundo Media, and Information Technology Services. This team consisted of a group with structural, broadcasting, and technological expertise. Using a scorecard review system, the team evaluated the proposals based on technical ability, past performance, and financial ability. These determinations were based solely on what was presented in the proposal. The team also interviewed the vendors' key staff as part of the assessment. After thorough evaluation, the team recommends Digital Networks Group, Inc. DISCUSSION: Digital Networks Group, Inc. has the ability to not only improve the AV functionality but is capable of delivering on our aspirations to present high quality to our audiences. Below are a number of other factors that Staff considered in making the vendor selection for this important project: • Promote a contemporary image of the City with a visually dynamic design • Promote engagement, user interface, and experience • Provide ease of use of equipment in the Council Chamber and City Hall conference rooms • Provide enhanced viewing from various locations throughout the chambers for audience and Council members ■ High Definition (HD) experience for remote viewers ■ Improved live stream integration with new City website ■ Long term supportability By replacing the old equipment with new equipment, the City will not only ensure :. AV Equipment Upgrade November 17, 2020 Page 3 of 3 reliability, it will realize other benefits, such as improved video broadcast and production quality for online and television viewers. The City will also receive system documentation manufacturers' warranties, and support for the ongoing maintenance. SUMMARY: Staff recommends authorizing the City Manager to execute a contract with Digital Networks Group, Inc. for a not -to -exceed amount of $438,109, this amount covers the proposal amount and allows flexibility for unexpected change orders. CITY STRATEGIC PLAN COMPLIANCE: Goal 1: Enhance Customer Service and Engagement Objective A: EI Segundo provides unparalleled service to internal and external customers. Objective B: EI Segundo's engagement with the community ensures excellence. Goal 4: Develop Quality Infrastructure and Technology Objective A: EI Segundo's physical infrastructure supports an appealing, safe, and effective community. Objective B: EI Segundo's technology support s effective, efficient, and proactive municipal operations. PREPARED BY: Darlene Fennell, Information Technology Services Departmekit REVIEWED BY: Charles Mallory, Information Technology Services Department APPROVED BY: Scott Mitnick, City Manager V (�( sy> ATTACHED SUPPORTING DOCUMENTS: 1. Digital Networks Group, Inc. Quotes 51 City of El Segundo Audio -Visual System Upgrade [11) N G Request for Proposal RFP 20-04 REVISED November 11, 2020 ANAVIDEXCOMPANY SITE MATERIALS MISC SALES TAX SHIPPING $26,495.63 TOTAL SHIPPING $9,761.55 CORE PODIUM #35752REV-1 $156,004.38 $10,498.47 $15,817.77 $5,827.60 WEST CONFERENCE ROOM #35752WESTCR $68,886.22 $5,281.02 $7,045.89 $2,595.85 HUMAN RESOURCES CONFERENCE ROOM #35752HR $27,125.78 $3,986.42 $2,955.66 $1,088.93 GARDEN CONFERENCE ROOM #35752GCR $7,119.06 $0.00 $676.31 $249.17 TOTAL $259,135.44 $19,765.91 $26,495.63 $9,761.55 CORE PODIUM WEST CONF RM HR CONF RM iARDEN CONF RY"1 LABOR CATEGORY HRS HRS HRS HRS TOTAL HRS $/HR LABOR FIELD LABOR PREVAILING WAGE 1ST SHIFT 300 120 100 8 528 $104.65 $55,255.20 SERVICE FEE (LUMP SUM) $2,497.55 $1,112.51 $466.69 $106.79 $4,183.54 PROGRAMMING 60 60 $97.67 $5,860.20 [AUDIO PROGRAMMING 40 40 $97.67 $3,906.80 {DESIGN & ENGINEERING 24 32 32 4 92 $101.74 $9,360.08 CAD DESIGNER 32 32 $97.67 $3.125.44 DOCUMENTATION 8 4 4 1 17 $55.81 $948.77 COMMISSIONING 32 24 24 4 84 $88.37 $7,423.08 PERFORMANCE BOND (LUMP SUM) $2,452.00 $1,145.00 $609.00 $105.00 $4,311.00 BIAMP PROGRAMMING 24 24 48 $97.67 $4,688.16 CRESTRON PROGRAMMING 32 32 64 $97.67 $6,250.88 PROJECT MANAGEMENT 8 8 2 18 $97.67 $1,758.06 TRAINING 4 4 1 9 $97.67 $879.03 TOTAL LAB( $107,954.24 ADDITIONAL SERVICES Year 2 Service" (not included in Grand total) $18,200 74 ONGOING/ANNUAL COSTS Year 3 Service` (not included in grand total) 1 $24,401.481 TOTAL MATERIALS $259,135.44 TOTAL MISC $19,765.91 TOTAL SALES TAX $26,495.63 TOTAL SHIPPING $9,761.55 TOTAL LABOR $107,950.24 00 GRAND TOTAL $423,108.77 X JALTERNATE A: This proposal includes no reimbursable expenses. (ALTERNATE B: This proposal includes the following reimbursable expenses N/A FINE City of EI Segundo Darlene Fennell Project Manager 350 Main Street EI Segundo, CA 90245 Tel: 310-524-2334 CITY OF EL SEGUNDO COUNCIL CHAMBER AV & PRODUCTION SYSTEM AV UPGRADE GARDEN CONFERENCE ROOM Mfr -Part No. Qty _ Description Quote Proiect Number: 35752GCR Human Resources Conference rm Ship To: NEC C751Q 1 75' UHD LED Display Chief-PSMH2O79 1 EXTRA LARGE STATIC WALL MOUNT CRESTRON-HD-TX-101-C-1G-E 1 DM Lite HDMI over CATx Transmitter, Wall Plate, -W-T White Textured CRESTRON-HD-RXC-101-C-E 1 DM Lite HDMI over CATx Receiver w/IR & RS -232, , Surface Mount CRESTRON-DM-NVX-350 2 DM NVX 41<60 4:4:4 HDR Network AV Encoder/Decoder Encoder/Decoder Middle Atlantic 1 MISC Blank Plates, Cable Digital Networks Gro-MISC 1 Miscellaneous AV Parts EQUIPMENT 4 Design and Engineering 8 Fid Labor - Prevailing Wages 1st Shift Digital Networks SERVICE FEE Gro-SERVICEFEE 2 Project Management 4 Commissioning 1 Documentation 1 Training 1 Performance Bond Pricing Summary This Quote is Valid for 30 Days. DNG PWC/DIR # 1000001928 Unit Price 2,906.98 619.05 220.93 232.56 1,046.51 465.12 581.40 101.74 104.65 97.67 88.37 55.81 97.67 105.00 Shipping & Handling: CA Local Tax Lump Sum Project Total: DIR PROJECT ID # Created on 11/11/2020 Page 1 of 2 Digital Networks Group, Inc. Project: 35752GCR 20382 Hermana Cir. 0 Lake Forest, CA 92630 ■ Phone (949) 428-6333 0 Fax (949) 428-6334 www.digitalnetworksgroup.com California Contractors License # 822511 ai(Si K-1I1KF101ir 11/1112020 Extended 2,906.98 61905 220.93 232.56 2,093.02 465.12 581.40 7,119.06 406.96 837.20 106.79 195.34 353.48 55.81 97.67 105.00 $249.17 $676.31 $10,202.79 Printed on 11/11/2020 nc;R' RR Terms Design Criteria / Assumptions: 1. Conduits/Electrical Work: * All conduit is usable and free of obstructions Conduit, backboxes and sleeves provided by others * 110 VAC outlets and circuits not included * Core drilling not included, unless otherwise noted Power Supplies, surge suppressors, UPS not included shall be accessible during scheduled work hours System Maintenance Offerings: 2 Pricing: Pricing is confidential 3. Quality Assurance: * All cabling complies with EIA-TIA 568/569B Standards * All work shall comply with applicable Building Codes Site * Changes to contract must be approved in writing Ask about DNG's other comprehensive Preventative Maintenance and Support Services programs intended to supplement manufacturer's limited equipment warranties, provide ongoing technical support, prioritized emergency site response repairs, and periodic system training sessions. All of these recurring preventative maintenance features will help protect yourAV system and financial investment Please take advantage of these programs and contact yourAccount Manager or DNG's Service Group for coverage options - Basis Maintenance Packaac: Preventative Maintenance Visit, System Status Reports, Help Desk Support, Emergency Response Priority, User Refresh Training, Extended Equipment Warranty, Labor, Free Shipping and Supplies Discounts. Fotice to Proceed This document may serve as a Notice to Proceed to Digital Networks Group (DNG) in advance of a customary Purchase Order or Contract. Alternatively, this document may serve as a formal Purchase Order to DNG only in the event the Customer does not or cannot generate a formal Purchase Order or Contract to DNG In either event, this agreement creates a binding contract between Digital Networks Group and the Customer By signing this document the Customer is approving DNG to procure materials and to provide the installation services as specified without reservation, and the customer agrees to pay the Total Project Cost within the terms stated above. DNG is acting in good faith that the individual signing this document on behalf of the Customer is duly authorized to enter into this binding agreement. Cancellation: If for any reason the customer provides a written Notice of Cancellation to terminate a portion of this project or the entire project, the customer agrees to pay DNG for pro -rated services rendered and products purchased and received which may not be returned to the factory, or in the event product may be returned, the customer agrees to pay DNG applicable vendor restocking charges up to the date of cancellation. Account Manager: Date - Customer: Date - All Created on 11/11/2020 Page 2 of Printed on 11/11/2020 Digital Networks Group, Inc. Project: 35752GCR 20382 Hermana Cir. • Lake Forest, CA 92630 • Phone (949) 428-6333 • Fax (949) 428-6334 www.digitalnetworksgroup corn California Contractors License # 822511 aicsi KTIIxAt GJ1A l' nsgR• �a �a�•*� eu Mn sa+l4 yf ii Quote 11/11/2020 Proiect Number: 35752HR �� I C)ic�1��t1 fi�es',vorjCs (�ro�ir� _1 ' ; °-tTl% I'Wl' -.' "` Human Resources Conference rm City of EI Segundo Ship To: Darlene Fennell Project Manager 350 Main Street EI Segundo, CA 90245 Tel: 310-524-2334 CITY OF EL SEGUNDO COUNCIL CHAMBER AV & PRODUCTION SYSTEM AV UPGRADE HUMAN RESOURCES CONFERENCE ROOM Mfr -Part No. Qty Description Unit Price Extended NewlineTT-86191P 1 86" Interactive Touch 5,812.79 5,812.79 NEC C751 2 75" UHD LED Display 2,906.98 5,813.96 Chief-PSMH2O79 3 EXTRA LARGE STATIC WALL MOUNT 619.05 1,857.15 AtlonaAT-HDVS—CAM 1 Camera 767.44 767.44 BIAMP-TESIRAFORTEAVB VT4 1 Fixed 1/0 DSP with 4 analog inputs, 4 analog 1,626.74 1,626.74 outputs, 8 channels configurable USB audio, 128 x 128 channels of AVB, AEC technology (all 4 inputs), 2 channel VOIP, and standard FXO telephone interface BIAMP-TESIRA EX-UBT 1 PoE AVB/USB expander with Bluetooth wireless 406.98 406.98 technology BIAMP-PARLT TCM-XA WHITE 1 AVB Beamtracking ceiling microphone with PoE+ 1,394.19 1,394.19 amplifier, white ceiling mount BIAMP-DESONO C-IC6 WHITE 1 In -Ceiling, Indoor 6.5 Coaxial Loudspeaker, White 115.12 115.12 (priced individually, but sold in pairs) BIAMP-TESIRACONNECT 1 5 -port expansion device with AVB to Dante Bridging 930.23 930.23 TC -5D CRESTRON-RMC3 1 3 -Series Room Media Controller 581.40 581.40 .2014] CRESTRON-RMK-IFE-1 U 1 IFE Rack Mount Kit. 75.58 75.58 CRESTRON-DM-NVX-350 2 DM NVX 4K60 4:4:4 HDR Network AV Encoder/Decoder 1,046.51 2,093.02 Encoder/Decoder CRESTRON-USB-EXT-DM-REM 1 USB over Ethernet Extender with Routing, 4 -Port 348.84 348.84 OTE Device Module CRESTRON-FT2-700-ELEC-B 1 FlipTop FT2 Series, 700 Size, Electrical, Black 406.98 406.98 CRESTRON-FT2A-CHGR-USBA 1 USB Rapid Charging Module for FT2 Series, 116.28 116 28 -BASIC Mechanical CRESTRON-FT2A-PWR-US-2 1 AC Power Outlet Module for FT2 Series, Dual, US 87 21 87.21 NEMA 5, Type B, w/2 Under -Table Outlets & Cord CRESTRON-FT2A-CBLR-GR-4 1 Gravity Cable Retractor for FT2 Series, HDMI to 174 42 174.42 K -H D HDMI, 18 Gbps CRESTRON-FT2A-CBLR-GR-C 1 Gravity Cable Retractor for FT2 Series, RJ -45 to 145.35 145.35 AT6 RJ -45, CAT6 Created on 11/11/2020 Page 1 of 3 Printed on 11/11/2020 Digital Networks Group, Inc. Project: 35752HR 20382 Hermana Cir. • Lake Forest, CA 92630 • Phone (949) 428-6333 0 Fax (949) 428-6334 www. digitainetworksgroup.com aIt� California Contractors License # 822511 n C R A7EINAr 0 9 A V 87 C R E ST R O N-FT2A-C B L R -G R -U SB C R ESTRO N-FT2A-C B LR -G R -U SB C R ESTRO N-FT2A-PLT-BLAN K- 10 CRESTRON-FT2A-UTK-SHELF C R ESTR O N-FT2A-UTK-C LOA K -WIDE Barco CSE -200 Apple MYL92LUA iPort IPORT-LUXE-CASE iPort IPORT-LUXEBASESTATION Middle Atlantic Digital Networks Gro-SERVICEFEE 1 Gravity Cable Retractor for FT2 Series, USB -A to USB -A with USB -B male adapter, USB 2.0 1 Gravity Cable Retractor for FT2 Series, USB -A to USB -A with USB -B male adapter, USB 2 0 1 Blank Plate Modules for FT2 Series, Qty. 10 2 Under -Table Utility Shelf for FT2 Series 1 Under -Table Cloak for FT2-1400 Gravity Cable Retractors 1 Wireless Presentation Gateway 1 iPAD iPad 32GB WiFi 10.4" 1 iPad Mounting Case 1 iPad Charging BaseStation .I MISC Blank Plates, Cable EQUIPMENT MISC Sub -Total 32 Design and Engineering 100 Fid Labor -Prevailing Wages 1st Shift SERVICE FEE 24 Biamp Programming 32 Crestron Programming 8 Project Management 24 Commissioning 4 Documentation 4 Training 1 Performance Bond Pricing Summary This Quote is Valid for 30 Days. DNG PWC/DIR # 1000001928 145.35 145.35 46.51 46.51 4651 1,50698 382.56 261.63 348.84 1,395.35 101.74 104.65 97.67 97.67 97.67 88.37 55.81 97.67 609.00 Shipping & Handling: CA Local Tax Lump Sum Project Total: DIR PROJECT ID # Created on 11/11/2020 Page 2 of 3 Digital Networks Group, Inc. Project: 35752HR 20382 Hermana Cir. • Lake Forest, CA 92630 ■ Phone (949) 428-6333 ■ Fax (949) 428-6334 www.digitalnetworksgroup.com California Contractors License # 822511 aNill1clkVillir 145.35 145.35 46.51 93.02 46.51 1.506.98 382.56 261.63 348.84 1,395.35 27,125.78 3,986.42 3,255.68 10,465.00 466.69 2,344.08 3,125.44 781.36 2,120.88 223.24 390.68 609.00 $1,088.93 $2,955.66 $58,938.84 Printed on 11/11/2020 qCFI' Terms Design Criteria /Assumptions: 1. Conduits/Electrical Work: * All conduit is usable and free of obstructions Conduit, backboxes and sleeves provided by others * 110 VAC outlets and circuits not included * Core drilling not included, unless otherwise noted Power Supplies, surge suppressors, UPS not included shall be accessible during scheduled work hours System Maintenance Offerings: 2 Pricing: Pricing is confidential 3. Quality Assurance: All cabling complies with EIA-TIA 568/569B Standards * All work shall comply with applicable Building Codes " Site * Changes to contract must be approved in writing Ask about DNG's other comprehensive Preventative Maintenance and Support Services programs intended to supplement manufacturer's limited equipment warranties, provide ongoing technical support, prioritized emergency site response repairs, and periodic system training sessions. All of these recurring preventative maintenance features will help protect your AV system and financial investment Please take advantage of these programs and contact your Account Manager or DNG's Service Group for coverage options - Basic Maintenance Packaae-. Preventative Maintenance Visit, System Status Reports, Help Desk Support, Emergency Response Priority, User Refresh Training, Extended Equipment Warranty, Labor, Free Shipping and Supplies Discounts. Notice to Proceed This document may serve as a Notice to Proceed to Digital Networks Group (DNG) in advance of a customary Purchase Order or Contract. Alternatively, this document may serve as a formal Purchase Order to DNG only in the event the Customer does not or cannot generate a formal Purchase Order or Contract to DNG. In either event, this agreement creates a binding contract between Digital Networks Group and the Customer. By signing this document the Customer is approving DNG to procure materials and to provide the installation services as specified without reservation, and the customer agrees to pay the Total Project Cost within the terms stated above. DNG is acting in good faith that the individual signing this document on behalf of the Customer is duly authorized to enter into this binding agreement. Cancellation: If for any reason the customer provides a written Notice of Cancellation to terminate a portion of this project or the entire project, the customer agrees to pay DNG for pro -rated services rendered and products purchased and received which may not be returned to the factory, or in the event product may be returned, the customer agrees to pay DNG applicable vendor restocking charges up to the date of cancellation. Account Manager: Customer: Created on 11/11/2020 Ank ABB 801 Cate. Date: Page 3 of 3 Digital Networks Group, Inc. Project: 35752HR 20382 Hermana Cir. • Lake Forest, CA 92630 s Phone (949) 428-6333 • Fax (949) 428-6334 www.digitalnetworksgroup.com California Contractors License # 822511 N-IIYhr!6nAr All Printed on 11/11/2020 nSCR' • • Quote 11111/2020 '�c� lProiect Number: 35752WESTCR n G West Conference Room City of EI Segundo Ship To: Darlene Fennell Project Manager 350 Main Street EI Segundo, CA 90245 Tel: 310-524-2334 CITY OF EL SEGUNDO COUNCIL CHAMBER AV & PRODUCTION SYSTEM AV UPGRADE WEST CONFERENCE ROOM Mfr -Part No. Qty Descriptloh Unit Price Extended Newline TT -86191P 1 86" Interactive Touch 5,812.79 5,812.79 NEC C751 2 75' UHD LED Display 2,906.98 5,813.96 Chief-PSMH2O79 3 EXTRA LARGE STATIC WALL MOUNT 619.05 1,857.15 Atlona AT-HDVS--CAM 1 Camera 767.44 76744 BIAMP-TESIRA EX-UBT 1 PoE AVB/USB expander with Bluetooth wireless 406.98 406.98 technology BIAMP-PARLT TCM-XA WHITE 3 AVB Beamtracking ceiling microphone with PoE+ 1,394.19 4,182.57 amplifier, white ceiling mount BIAMP-DESONO C-IC6 WHITE 3 In -Ceiling, Indoor 6.5 Coaxial Loudspeaker, White 115.12 345.36 (priced individually, but sold in pairs) BIAMP-TESIRACONNECT 1 5 -port expansion device with AVB to Dante Bridging 930.23 930.23 TC -5D Middle Atlantic ECB2S-CR 1 EVOLUTION SERIES CEILING BOX WITH DRY C 65886 65886 Middle Atlantic ECB -SHELF 1 Additional Shelf for Above 52.72 52.72 CRESTRON-DM-NVX-D30 1 DM NVX 41<60 4:4:4 HDR Network AV Decoder 755.81 755.81 CRESTRON-DM-NVX-350 2 DM NVX 4K60 4:4:4 HDR Network AV Encoder/Decoder 1,046.51 2,093.02 Encoder/Decoder CRESTRON-DM-NVX-352 4 DM NVX 4K60 4:4:4 HDR Network AV Encoder/Decoder 1,395.35 5,581.40 with Dante# Audio CRESTRON-USB-EXT-DM-REM 1 USB over Ethernet Extender with Routing, 4 -Port 348.84 348.84 OTE Device Module CRESTRON-FT2-700-ELEC-B 2 FlipTop FT2 Series, 700 Size, Electrical, Black 406.98 813.96 CRESTRON-FT2A-CHGR-USBA 2 USB Rapid Charging Module for FT2 Series, 11628 23256 -BASIC Mechanical CRESTRON-FT2A-PWR-US-2 2 AC Power Outlet Module for FT2 Series, Dual, US 87.21 17442 NEMA 5, Type B, w/2 Under -Table Outlets & Cord CRESTRON-FT2A-CBLR-GR-4 4 Gravity Cable Retractor for FT2 Series, HDMI to 174.42 697.68 K -H D HDMI, 18 Gbps CRESTRON-FT2A-CBLR-GR-C 2 Gravity Cable Retractor for FT2 Series, RJ -45 to 145.35 29070 AT6 RJ -45, CAT6 CRESTRON-FT2A-CBLR-GR-U 2 Gravity Cable Retractor for FT2 Series, USB -A to 145.35 290.70 SB Created on 11/9/2020 Page 1 of 3 Printed on 11/11/2020 Digital Networks Group, Inc. Project: 35752WESTCR 20382 Hermana Cir. • Lake Forest, CA 92630 • Phone (949) 428-6333 • Fax (949) 428-6334 www.digitalnetworksgroup.com 1. @57—; California Contractors License # 822511 n E R' a�c�i ^ n-E��+r oKAr 90 C R ES T RO N-FT2A-C B L R -G R -U SB C R ESTRO N-FT2A-PLT-BLAN K- 10 C R ESTRON-FT2A-UTK-SHELF C R ESTRO N-FT2A-UTK-CLOAK -WIDE CRESTRON-CSA-PWS1 OS -HU B-E N ET Barco CSE -200 Apple MYL92LUA iPort IPORT-LUXE-CASE iPort 1 PO RT -LUXE BAS ESTAT I O N Legrand 8ATC2PBS RCI RCIWS8ATC-3 TBD WINDOW SHADES TBDCONFERENCE Middle Atlantic USB -A with USB -B male adapter, USB 2.0 2 Gravity Cable Retractor for FT2 Series, USB -A to USB -A with USB -13 male adapter, USB 2.0 1 Blank Plate Modules for FT2 Series, Qty 10 2 Under -Table Utility Shelf for FT2 Series 1 Under -Table Cloak for FT2-1400 Gravity Cable Retractors 10 -Motor Power Supply with Ethernet to Cresnet Bridge and Cresnet Hub 1 Wireless Presentation Gateway I MAD iPad 32GB WiFi 10.4" iPad Mounting Case .1 iPad Charging BaseStation 1 8AT Prewired EvolutionO Poke Thru Device, Surfa 1 Walker Wiremold Style 3 Consult with the the City 1 Consult with the the City 1 MISC Blank Plates, Cable MATERIALS MISCELLANEOUS 32 Design & engineering 120 Fid Labor - Prevailing Wages 1st Shift Digital Networks SERVICE FEE Gro-SERVICEFEE 24 Biamp Programming 32 Crestron Programming 8 Project Management 24 Commissioning 4 Documentation 4 Training 1 Performance Bond Pricing Summary This Quote is Valid for 30 Days. DNG PWC/DIR # 1000001928 145.35 4651 46.51 4651 1,02326 1,506.98 382.56 261 63 348.84 918.60 232.56 6,97674 9,302.33 1,39535 101.74 104.65 97.67 97.67 97.67 88.37 55.81 97.67 1,145.00 Shipping & Handling: CA Local Tax Lump Sum Project Total: DIR PROJECT ID # Created on 11/9/2020 Page 2 of 3 Digital Networks Group, Inc. Project: 35752WESTCR 20382 Hermana Cir. + Lake Forest, CA 92630 • Phone (949) 428-6333 • Fax (949) 428-6334 www.digitalnetworksgroup. com t California Contractors License # 822511 31CI9 utf rCvmm inrriwAr;oexr 290.70 46 51 93.02 46.51 1,023.26 1,506.98 382.56 261.63 348.84 918.60 232.56 20,930.22 9,302.33 1,395.35 68,886.22 5,281.02 3,255.68 12,558.00 1,112.51 2,344.08 3,125.44 761.36 2,120.88 223.24 390.68 1,145.00 $2,595.85 $7,045.89 $110,865.85 Printed on 11/11/2020 n, c RS 91 ' Terms Design Criteria /Assumptions: 1. Conduits/Electrical Work: All conduit is usable and free of obstructions Conduit, backboxes and sleeves provided by others " 110 VAC outlets and circuits not included " Core drilling not included, unless otherwise noted Power Supplies, surge suppressors, UPS not included shall be accessible during scheduled work hours System Maintenance Offerings: 2. Pricing: Pricing is confidential 3. Quality Assurance: All cabling complies with EIA-TIA 568/5696 Standards All work shall comply with applicable Building Codes * Site ' Changes to contract must be approved in writing Ask about DNG's other comprehensive Preventative Maintenance and Support Services programs intended to supplement manufacturer's limited equipment warranties, provide ongoing technical support, prioritized emergency site response repairs, and periodic system training sessions. All of these recurring preventative maintenance features will help protect yourAV system and financial investment Please take advantage of these programs and contact your Account Manager or DNG's Service Group for coverage options - Basic Maintenance Package: Preventative Maintenance Visit, System Status Reports, Help Desk Support, Emergency Response Priority, User Refresh Training, Extended Equipment Warranty, Labor, Free Shipping and Supplies Discounts. .Notice to Proceed This document may serve as a Notice to Proceed to Digital Networks Group (DNG) in advance of a customary Purchase Order or Contract. Alternatively, this document may serve as a formal Purchase Order to DNG only in the event the Customer does not or cannot generate a formal Purchase Order or Contract to DNG. In either event, this agreement creates a binding contract between Digital Networks Group and the Customer. By signing this document the Customer is approving DNG to procure materials and to provide the installation services as specified without reservation, and the customer agrees to pay the Total Project Cost within the terms stated above. DNG is acting in good faith that the individual signing this document on behalf of the Customer is duly authorized to enter into this binding agreement Cancellation: If for any reason the customer provides a written Notice of Cancellation to terminate a portion of this project or the entire project, the customer agrees to pay DNG for pro -rated services rendered and products purchased and received which may not be returned to the factory, or in the event product may be returned, the customer agrees to pay DNG applicable vendor restocking charges up to the date of cancellation. Account Manager: Date: Customer: Date: All Created on 11/9/2020 Page 3 of 3 Printed on 11/11/2020 Digital Networks Group, Inc. Project: 35752WESTCR 20382 Hermana Cir. • Lake Forest, CA 92630 ■ Phone (949) 428-6333 ■ Fax (949) 428-6334 www.digitalnetworksgroup.com California Contractors License # 822511 3iCSi h ifo amn i ��tTIINLTiorlir n��R iu►r.•v cvwu-��era W DNG City of EI Segundo Darlene Fennell Project Manager 350 Main Street EI Segundo, CA 90245 Tel: 310-524-2334 Quote Proiect Number: 35752REV-1 Audio -Visual System Upgrade Ship To: CITY OF EL SEGUNDO COUNCIL CHAMBER AV & PRODUCTION SYSTEM AV UPGRADE CORE PODIUM Mfr -Part No. BIAMP-TESIRAFORTE AVB Cl BIAMP-TESIRAFORTE AVB VT BIAMP-AMP-A460H CRESTRON-SAROS IC6T-W-T-EACH Shure-ULXD4D=-G50 Shure-ULXD2/SM58=-G50 Shure-SBC200-US Shure-SB900A Listen Tech -LS -58-072 Louroe ASK -4« #101 RM RTS MS -2002 RTS MCP -90-18 RTS SS -1 002-P RTS HS -6A Extron-60-804-01 Panasonic AW-RP150 IDX IA -70A IDX CA4XLR-B Panasonic AW-HE42W Panasonic FEC-40WMW Viewsonic VP3268-4K Created on 11/9/2020 Qty Description AUDIO SYSTEM 'I Fixed 1/0 DSP with 12 analog inputs, 8 analog outputs, 8 channels configurable USB audio, 128 x 128 channels of AVB, and AEC technology (all 12 inputs) 0 Fixed 1/0 DSP with 12 analog inputs, 8 analog outputs, 8 channels configurable USB audio, 128 x 128 channels of AVB, AEC technology (all 12 inputs), 2 channel VoIP, and standard FXO telephone interface 1 4 channel, 60W half -rack amplifier with mounting bracket 10 Saros 6.5 2 -Way In -Ceiling Speaker, White e Textured, Single (must be ordered in multiples of 2) 1 Dual Digital Wireless Receiver G50 power supply, 1/2 Wave Antenna and Rack Mounting Hardware 2 ULXD2 WIRELESS HANDHELD W/SM58 HEAD 1 Dual Docking Charger w/ PS45US Pwr 2 Lithium -Ion Rechargeable Battery 1 Listen iDSP Advanced Level III Stationary RF System (72 MHz) .1 ASK -4« #101 RM Ceiling Speaker/Base Station 1 2 Channel Intercom Master Station 1 18" Gooseneck Mic for Above 1 Desktop Intercom Station 1 Telephone Style Handset w/ Push to talk (black) 5 Passive Audio Summing Adapter with RCA Inputs and Balanced/Unbalanced Output BROADCAST SYSTEM 1 Touchscreen Remote Camera Controller 1 12 Volt DC Power Supply for 1 4 Pin XLR- 10' DV Power Cable 4 AW-HE42 Full -HD Professional PTZ Camera with 4 Professional PTZ Wall Mount -White 1 32" Monitor for Multiview Unit Price 2,150.00 2,324.42 523.26 133.72 2,198.26 414.24 193.31 82.85 1,887.23 347.67 1,286.24 230.09 653.49 166.28 40.70 4,090.65 320.93 36.05 3,698.42 15698 879.07 Page 1 of 5 Digital Networks Group, Inc. Project: 35752REV-1 20382 Hermana Cir. • Lake Forest, CA 92630 ■ Phone (949) 428-6333 • Fax (949) 428-6334 www.digitalnetworksgroup.com California Contractors License # 822511 N11 a U A t'DNJL 11/11/2020 Extended J 2,150.00 523.26 1,337.20 2,198.26 828.48 193.31 165.70 1,887.23 347.67 1,286.24 230.09 653.49 166.28 203.50 4,090.65 320.93 36.05 14,793.68 627.92 879.07 Printed on 11/11/2020 n;CR' 93 I CalRecycle NAiElectronic Waste Recycling Fee Blackmagic Design ATEM 1 M/E 1 1 M/E Producti 2,582.27 2,582.27 Production Studio 4K Blackmagic Design ATEM 1 M/E 1 1 M/E Production Con 3,15948 3,159.48 Advanced Panel Blackmagic Design GPI and Tally 1 Adds 8 Tally relay con 547.38 547.38 Interface Blackmagic Design 1 Teranex Mini HDMI to SDI Converter) 524 13 524.13 Blackmagic Design Teranix Mini 7 Front Smart Panel for 87.50 61250 Smart Panel Blackmagic Design Teranex Mini 3 Rack Shelf for 3 Teran 87.50 262.50 Rack Shelf Blackmagic Design Hyperdeck 1 Miniaturized Broadcast 697.67 697.67 Studio Mini Blackmagic Design Smart 1 40 x 40 SDI Video R 3,02326 3,023.26 VideoHub 12g 40 x 40 ESE DV-319P2 1 Sync Generator w/Dual Rack mount 401.16 401.16 ESE ES-201 4 1x4 Video Distribution Amp with Independent Gain Cont 523.26 523.26 JVC SR-HD27000S t BLURAY/HDD Recorder 3,370.93 3,370.93 Marshall V-LCD171MD-3G 1 17" LCD Desk rack mount with HDMI and 3G 1,203.49 1,203.49 t CalRecycle NA Electronic Waste Recycling Fee Matrox Monarch HDX Streaming Encoder 1,505.81 1,505.81 Matrox MRCH/RACK/KIT s Rack Kit for Above 162.79 162.79 Mackie 802VLZ4 8 Input Mixer 186.05 186.05 Tannoy REVEAL 402 1 Active Studio Audio Monitor 137.21 137.21 Blackmagic Design Audio Monitor 3 Audio Monitor 1,220.93 1,220.93 12G Monoprice 14891 1 Microphone Desktop Talkback Microphone 44.19 44.19 AJA FS-2 1 Dual Channel Frame Synchrozizer 4,645,35 4,645.35 Epiphan Avio. SDI 1 SDI to USB Converter for UCC 580.23 580.23 AV Presentation System CRESTRON-DM-NVX-350 0 DM NVX 41<60 4:4:4 HDR Network AV Encoder/Decoder 1,046.51 Encoder/Decoder CRESTRON-DM-NVX-E30 0 DM NVX 41<60 4:4:4 HDR Network AV Encoder 755.81 CRESTRON-DM-NVX-D30 4 DM NVX 41<60 4:4:4 HDR Network AV Decoder 755.81 3,023.24 CRESTRON-DM-NVX-351 0 DM NVX 4K604:4:4 HDR Network AV Encoder/Decoder 1,162.79 with Downmixing CRESTRON-DM-XIO-DIR-80 1 DM XiO Director Virtual Switching Appliance for 2,906,98 2,906.98 80 Endpoints Barco CSE-200 1 Wireless Presentation Gateway 1,506.98 1,506.98 WlliamsAV VP-S1 1 Presenter Hub 3,482.56 3,482.56 Lumens PS752 1 Desktop Document Camera 1,569.77 1,569.77 Tascam BD-MP1 1 Multi-Format Professional Bluray 463.95 463.95 Sharp PN-LE901 2 90" Professional LCD HD Display 4,533.72 9,067.44 2 CalRecycle NA Electronic Waste Recycling Fee Chief-PNRUB 2 LFP FOUR ARM DUAL UNIVERSAL 511.01 1,022.02 Control System Crestron-PRO3 1 3 Series Control System 3,081.40 3,081.40 CRESTRON-TSW-1060-NC-B-S 2 10 1 in. Touch Screen without Camera, Microphone, 1,395.35 2,790.70 or PinPoint# Beacon, BlackaSmooth 2 CalRecycle NA Electronic Waste Recycling Fee CRESTRON-FT2-202-MECH-B 6 FlipTop FT2 Series, 202 Size, Mechanical, Black, 186.05 1,116.30 6 Module Slots CRESTRON-FT2A-PWR-US-2 6 AC Power Outlet Module for FT2 Series, Dual, US 87.21 523.26 NEMA 5, Type B, w/2 Under-Table Outlets & Cord CRESTRON-FT2A-CHGR-USBA 6 USB Rapid Charging Module for FT2 Series, 116.28 697.68 -BASIC Mechanical CRESTRON-CLW-SWEX-P-W- 3 Cameo Wireless In-Wall Switch, 120V, White 133.72 401.16 T Textured CRESTRON-CEN-GWEXER 1 infiNET EX Network and ER Wireless Gateway 261.63 261.63 h 1, 2016] Created on 11/9/2020 Page 2 of 5 Printed on 11/11/2020 Digital Networks Group, Inc. Project: 35752REV-1 20382 Hermana Cir. • Lake Forest, CA 92630 • Phone (949) 428-6333 • Fax (949) 428-6334 www.digitalnetworksgroup. com California Contractors License # 822511 r_1 IS, C Ff •$f7 E l Nirf OM A 94 CRESTRON-PWE-4803RU Apple MYL92LL/A Ubiquiti UAP AC PRO CISCO C9300 -48P -A CISCO C9200L-24T-4X-A 10GTEK 10 G b a s e- L R+T ra n sce i v e r Tripp Lite N520 -50M PoE Texas AT -4-56V1 20V Viewsonic VP2785-2K Leviton 42855-S48 Leviton 61 SJK-RW6 L -COM TRD695DSZ-BLK-1 Middle Atlantic-UPS-S500R Middle Atlantic -UPS -2200R -IP Middle Atlantic-UPS-S500R Middle Atlantic-UPS-S1000R Middle Atlantic-UPS-IPCARD Middle AtlanticVPM-4 Middle Atlantic -WR -37-32 Middle Atlantic-UQFP-4RT Middle Atlantic-MW-4QFT-FC Middle Atlantic -PDT -1615C -NS Middle Atlantic-QBP-2 Laguna Designs Delta Custom TBD PNL-CHAMBER INTERCONNECT TBD PNL-STAFF LEFT TBD PNL-STAFF RIGHT DWI SERIES 710 LEGRAND 8ATC2Pxx-PODIUM RCIRCIWS8ATC-3 PODIUM BIAMP-TESIRA SERVER -10 AVB BIAMP-TESIRA SEC -4 BIAMP-TESIRA SIC -4 BIAMP-TESIRA SOC -4 BIAMP-TESIRA DAN -1 BIAMP-TESIRA SVC -2 BIAMP-TESIRA DSP -2 '1 PoE Injector 1 PAD iPad 32GB WiFi 10 4" 1 CalRecycle NA Electronic Waste Recycling Fee 1 WiFi Access Point for Annotator Network System 1 Catalyst 9300 48 -port PoE+, Network Adva 1 Catalyst 9200L 24 -port data only, 4 x 10 4 10110G 850nm MMF, up to 300 Meter 2 Duplex Multimode 50/125 Fiber Cable (LC/LC) 1 PoE Injector 1 27" Computer Display 1 Shielded QuickPort Patch Panel, 48 -Port, 2RU, 48 Mod Jack, Atlas -X1, Category 6 Shielded Connec 36 1' Shielded CAT6 Patch Cables Equipment Housing and power Distribution Middle Atlantic RSH4A2M JVC SRHD27000l Custom Rack Shelf •1 2200VA/1650W UPS W/NIC CARD, 2 SPACE (3-1/2"). BLACK 1 Select Series UPS Backup power, 1 RU 1 UPS STD 1000VA 2 UPS NETWK INTERFACE CARD UPS-1000RAND UPS-220OR 2 4SP VERT PNL MOUNT 1 37SP/32D Roll Out ROT Rk T SYSTEM, DOES NOT REQUIRE TRACKS OR STANDS, BLACK FINISH 1 Ultra Qfp 4Fan REM 4 FANS (DC), FRONT SWITCH, 2 SPACE, BLACK FINISH 1 Integrated 4.5" Fan Top AND PROPORTIONAL SPEED FAN CONTROL, FITS ANY MRK, WRK, DIRK, VRK OR VMRK, BLACK FINISH 2 16 Outlet, Sng 15A Circuit Thin Pwr W/9' CORD, FITS RACKS THAT ACCEPT'E' POWER 2 Quiet 2 Blower Panel w/ Proportiona CONTROL, 1SPACE, BLACK POWDER COAT FINISH, 12 VOLT DC 1 3 Bay Production Console -Estimate #1 1 2 Gang Panel w/ 2- BNC, 1- XLRF 3 Gang Panel - Staff Left w/ 2- 1 4 Gang Panel - Staff Right w/ 3 - 1 Custom Sit -Stand Lectern -Quotation #7253 1 8" Recessed Prewired Surface Style Poke 1 Walker Wiremold Style 8AT Center Device PI AUDIO SYSTEM Configurable 1/0 DSP with up to 48 channels of 1/0, 1 DSP -2 card (2 additional DSP -2 cards can be added), and 1 AVB -1 network card 1 Tesira 4 channel mic/line input card with acoustic echo cancellation per channel 2 Tesira 4 channel mic/line input card 1 Tesira 4 channel mic/line output card 1 Tesira 64x64 Dante module for use in SERVER or SERVER -10 chassis I Tesira 2 line VoF telephone interface card 1 Tesira DSP card with two DSPs BROADCASTSYSTEM 58.14 38256 15814 5,733.69 2,362.90 40.70 98.84 145.35 648,84 81,40 10.97 5.88 115.12 1,209.30 363.72 513.95 170.93 73.26 1,453.49 197.67 472.09 113.95 15,116.28 58.14 58.14 58.14 6,395.35 705.57 705.57 4,273.26 431.40 211 63 18721 85930 370.93 493.02 Created on 11/11/2020 Page 3 of 5 Digital Networks Group, Inc. Project: 35752REV-1 20382 Hermana Cir. • Lake Forest, CA 92630 • Phone (949) 428-6333 0 Fax (949) 428-6334 www.digitainetworksgroup.com California Contractors License # 822511 inibcomm hrrIktir 1011r 58.14 382.56 158.14 5,733.69 2,362.90 162.80 197.68 145.35 648.84 81.40 526.56 211.68 115.12 1,209.30 383.72 51395 341.86 146.52 1,45349 197.67 472.09 227.90 517.44 15,116.28 58.14 58.14 58.14 6,395.35 705.57 705.57 4,273.26 431.40 423.26 18721 859.30 370.93 493.02 Printed on 11/11/2020 95 1 Blackmagic Design Teranex Mini SDI to HDMI Converter 300 Fid Labor- Prevailing Wages 1st Shift Digital Networks SERVICE FEE SDI to HDMI 2 Blackmagic Design Teranex Mini SDI to Audio Converter 40 Audio Programming SDI to Aud Design and Engineering 1 Blackmagic Design Teranex Mini Audio to SDI Converter 8 Documentation (Embedder) Commissioning 1 AV PRESENTATION SYSTEM CRESTRON-DMF-CI-8 1 DigitalMedia Card Chassis for DM-NVX-C & DMCF, 8 Slots CRESTRON-DM-NVX-D30C 2 DM NVX 4K60 4:4:4 HDR Network AV Decoder Card CRESTRON-DM-NVX-E30C 1 DM NVX 4K60 4:4:4 HDR Network AV Encoder Card CRESTRON-DM-NVX-352C 3 DM NVX 4K60 4:4:4 HDR Network AV Encoder/Decoder Card with Dante# Audio CRESTRON-DM-NVX-352 6 DM NVX 4K60 4:4:4 HDR Network AV Encoder/Decoder with Dante# Audio Contemporary Research 1 ATSCii]SDI 4i HDTV Tuner with SDI 51110-001 Contemporary Research 1 RK1 0] Single Rack Mount Kit, 1 R 5008-001 Materials MISCELLANEOUS 300 Fid Labor- Prevailing Wages 1st Shift Digital Networks SERVICE FEE Gro-SERVICEFEE 60 Programming 40 Audio Programming 24 Design and Engineering 32 CAD Designer 8 Documentation 32 Commissioning 1 Performance Bond Pricing Summary This Quote is Valid for 30 Days. DNG PWC/DIR # 1000001928 558.14 558.14 558.14 1.162.79 755.81 755.81 1,395.35 1,39535 1,139.53 34.88 104.65 97.67 97.67 101.74 97.67 55.81 88.37 2,452.00 Shipping & Handling: CA Local Tax Lump Sum Project Total: DIR PROJECT ID # Created on 11/9/2020 Page 4 of 5 Digital Networks Group, Inc. Project: 35752REV-1 20382 Hermana Cir. • Lake Forest, CA 92630 • Phone (949) 428-6333 • Fax (949) 428-6334 www.digitainetworksgroup.com California Contractors License # 822511 �r� 1 0 M M N7EIN0,ItOIL t* 558.14 1,116.28 558.14 1,162.79 1,511.62 755.81 4,186.05 8,37210 1,139.53 34.88 156, 004.38 10,498.47 31,395.00 2,497.55 5,860.20 3,906.80 2,441.76 3,125.44 446.48 2,827.84 2,452.00 $5,827.60 $15,817.77 $243,101.29 Printed on 11/11/2020 n=CR' I Terms Design Criteria/ Assumptions: 1. Conduits/Electrical Work: " All conduit is usable and free of obstructions Conduit, backboxes and sleeves provided by others " 110 VAC outlets and circuits not included " Core drilling not included, unless otherwise noted Power Supplies, surge suppressors, UPS not included shall be accessible during scheduled work hours System Maintenance Offerings: 2. Pricing: Pricing is confidential 3 Quality Assurance: All cabling complies with EIA-TIA 568/5696 Standards " All work shall comply with applicable Building Codes Site ` Changes to contract must be approved in writing Ask about DNG's other comprehensive Preventative Maintenance and Support Services programs intended to supplement manufacturer's limited equipment warranties, provide ongoing technical support, prioritized emergency site response repairs, and periodic system training sessions All of these recurring preventative maintenance features will help protect your AV system and financial investment Please take advantage of these programs and contact your Account Manager or DNG's Service Group for coverage options - Basic Maintenance Packaqa: Preventative Maintenance Visit, System Status Reports, Help Desk Support, Emergency Response Priority, User Refresh Training, Extended Equipment Warranty, Labor, Free Shipping and Supplies Discounts. Notice to Proceed This document may serve as a Notice to Proceed to Digital Networks Group (DNG) in advance of a customary Purchase Order or Contract Alternatively, this document may serve as a formal Purchase Order to DNG only in the event the Customer does not or cannot generate a formal Purchase Order or Contract to DNG. In either event, this agreement creates a binding contract between Digital Networks Group and the Customer By signing this document the Customer is approving DNG to procure materials and to provide the installation services as specified without reservation, and the customer agrees to pay the Total Project Cost within the terms stated above. DNG is acting in good faith that the individual signing this document on behalf of the Customer is duly authorized to enter into this binding agreement. Cancellation: If for any reason the customer provides a written Notice of Cancellation to terminate a portion of this project or the entire project, the customer agrees to pay DNG for pro -rated services rendered and products purchased and received which may not be returned to the factory, or in the event product may be returned, the customer agrees to pay DNG applicable vendor restocking charges up to the date of cancellation Account Manager: Date. Customer: Date ' All Created on 11/9/2020 Page 5 of 5 Printed on 11/11/2020 Digital Networks Group, Inc. Project: 35752REV-1 20382 Hermana Cir. • Lake Forest, CA 92630 0 Phone (949) 428-6333 • Fax (949) 428-6334 www.digitainetworksgroup.com California Contractors License # 822511 3�CIi • PIT f I W R T QMAr n�CR* 97 CITY OF ELSEGUNDO TITLE: City Council Agenda Statement Meeting Date: November 17, 2020 Agenda Heading: Consent Implementation of Reorganization of City Departments RECOMMENDATION: 1. Adopt Ordinance amending the EI Segundo Municipal Code to reflect changes to the City's internal organization, including revised names of certain departments and classifications. FISCAL IMPACT: Funding for the proposed actions was incorporated in the Adopted FY 2020-2021 Citywide Budget. No new funding is needed for this fiscal year. BACKGROUND: On November 3, 2020 City Council introduced an Ordinance amending the City Municipal Code, Chapter 6, Sections 1-6-3 and 1-6-4 reflecting changes to the City's internal organization, including revised names of certain departments and positions, along with changes in "at -will" status. If adopted, the Ordinance will go into effect in 30 days on December 17, 2020. DISCUSSION: This ordinance reflects changes that are the result of a reorganization of City departments and the needed changes to various positions that stems from this reorganization. CITY STRATEGIC PLAN COMPLIANCE: Goal 3: Develop as a Choice Employer and Workforce Objective: EI Segundo is a city employer of choice and consistently hires for the future, with a workforce that is inspired, world-class and engaged, demonstrating increasing stability and innovation. PREPARED BY: Donna C. Peter, Human Resources REVIEWED BY: Joseph Lillio, Interim HR/Finance Dire r APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Reorganization Implementation Staff Report — November 3, 2020 Is 2. Draft Ordinance cn v of E L S E G U N D O City Council Agenda Statement Meeting Date: November 3, 2020 Agenda Heading: Staff Presentation TITLE: Implementation of Reorganization of City Departments RECOMMENDATION: Staff recommends the following City Council actions: Adopt a resolution which will: Establish, or Modify Basic Monthly Salary Range, or job title, for job classifications of Risk Manager, Library Services Manager, Deputy City Manager, Director of Human Resources, Director of Information Technology Systems, Director of Community Services, Director of Development Services, Chief Financial Officer, Treasury and Customer Services Manager, and Cultural Arts Coordinator; and, Other actions needed to implement City department title changes. 2. Introduce, waive the first reading, and place on November 17, 2020 agenda for adoption of an ordinance amending the EI Segundo Municipal Code to reflect changes to the City's internal organization, including revised names of certain departments and positions, along with changes in "at -will" status. FISCAL IMPACT: Funding for the proposed actions was incorporated in the Adopted FY 2020-2021 Citywide Budget. No new funding is needed for this fiscal year. BACKGROUND: In response to the significant reduction in revenues and financial challenges experienced due to the impact of the COVID-19 pandemic, as well as the opportunity to improve customer service delivery, customer experience, and operational efficiencies, the Adopted FY 2020-2021 Budget approved by City Council on September 15, 2020 included an initial reorganization of certain departments, as follows: Establishment of a Community Services Department (merger of two departments) This newly configured department reflects the merger of the Library Department and Recreation and Parks Department. The new department structure will initially start with two Divisions: 1) Library Division, and, 2) Recreation Division. It is possible that a third division dedicated to "Arts and Culture" may be established in the future. For now, arts and culture programming will remain part of the Library Division. Parks maintenance (landscaping services) was transferred to the Public Works Department. Oversight of Park Vista Senior Housing Project was moved to the Development Services Department. City Reorganization Implementation November 3, 2020 Page 2 of 6 0 Development Services Department (name change) The name of the former "Planning and Building Safety Department" was changed to "Development Services Department" to better reflect the broader focus of land -use related services provided. A new Housing Division was established to manage the City's overall affordable housing effort. This includes managing the new "Affordable Housing Fund", production and management of new affordable housing units, and oversight of the Park Vista Senior Housing Project. • Finance Department (consolidated functions) The City Treasurer's Office became part of the Finance Department to achieve greater internal efficiencies. The City's overall Risk Management function, which used to be divided among the Finance Department and Human Resources Department, was consolidated into the Finance Department. A new Risk Manager position was established to manage the City's Workers Compensation and General Liability operations. This will produce both recurring financial savings and operational efficiencies for the broader City organization. • Information Technology Services Department (name change) In an effort to more accurately reflect the type of internal support services provided, the name of the former "Information Services Department" was changed to "Information Technology Services Department". • Public Works Department (consolidated functions) As a result of the merger of Recreation and Parks and Library, Parks Maintenance is now part of the Public Works Department. This will more accurately reflect how City facilities maintenance and landscaping functions are based at the City Maintenance Services Center. Having all of the employees at one location belong to the same department, will allow for enhanced synergies and operating efficiencies. DISCUSSION: New Positions 0 Risk Manager This position will manage the City's Risk Management Program (Workers Compensation and General Liability operations). The proposed monthly salary range is $10,071 to $12,085. This will be an at -will position in the Management and Confidential Group. Funding for this position was included in the Adopted FY 2020- 100 City Reorganization Implementation November 3, 2020 Page 3 of 6 2021 Workers Compensation and General Liability Internal Service Funds Budget and the cost will be off -set by lower recurring claims and increased operational efficiencies. Library Services Manager With Library and Recreation Services functions combined into a new Community Services Department, a Library Services Manager position is needed to oversee day- to-day operations in the Library Division. This position will be established by upgrading a Senior Librarian position to Library Services Manager and conducting a promotional only exam to fill the new position. The proposed monthly salary range is $9,855 to $11,826. Funding for this position was included in the Adopted FY 2020- 2021 General Fund Budget. • Director of Community Services With the combined Library and Recreation Services functions into a new Community Services Department, the former Director of Library Services job title needs to be revised to Director of Community Services. This will more accurately reflect the size and scope of services provided. The proposed monthly salary range is $13,415 to $16,098 and will equal the range of the other non-public safety department Directors. This will remain an at -will position and part of the Executive Team. Funding for this position was included in the Adopted FY 2020-2021 General Fund Budget. Cultural Arts Coordinator With the recently approved Cultural Development Program (and new 1 % "Fee for the Arts" revenue source), there is a need to establish a Cultural Arts Coordinator to oversee this operation. This position will be created by reclassifying a vacant Librarian position and will be part of the City Employees Association. The proposed monthly salary range is $6,468 to $7,862. Funding for this position was included in the Adopted FY 2020-2021 General Fund Budget. Deleted Positions • Director of Library Services Director of Recreation and Parks • Director of Finance • Director of Planning and Building Safety ■ Business Services Manager ■ Information Systems Director 101 City Reorganization Implementation November 3, 2020 Page 4 of 6 Modified Positions • Chief Financial Officer As part of the overall Citywide reorganization, the Director of Finance job title is proposed to be revised to Chief Financial Officer. This reflects a growing trend among California cities, counties, and special districts. There is no change to this position's salary range. With this job title change, this position (along with the Deputy City Manager) may serve as "Acting City Manager" in the City Manager's absence, at the discretion of the City Manager. This will remain an at -will position and part of the Executive Team group. • Director of Development Services To reflect the change of the former Planning and Building Safety Department to the Development Services Department, the name of the Director also needs to be changed. This is a name change only with no change in compensation. This will remain an at -will position and part of the Executive Team group. Funding for this position was included in the Adopted FY 2020-2021 General Fund Budget. Director of Information Technology Services To reflect the name change of the former Information Systems Department to Information Technology Services Department, the Director's name also needs to be changed. This is a name change only and there will not be a change in compensation. This will remain an at -will position and part of the Executive Team group. Funding for this position was included in the Adopted FY 2020-2021 General Fund Budget. • Deputy City Manager To more accurately reflect the increased complexity and challenges associated with the duties of the Deputy City Manager position, this position's job description and salary has been revised. The position's proposed monthly salary range retains the current beginning salary ($11,822 per month) and adjusts the top of the range from $14,186 to $16,098. This will allow the top of the range to equal the other non-public safety department Directors. This will remain an at -will position and part of the Executive Team. Funding for this position was included in the Adopted FY 2020-2021 General Fund Budget. • Planning Manager With the recent vacancy of this Division Manager position, staff is proposing to convert this classification from civil service to at -will status. For now, the salary range will 102 City Reorganization Implementation November 3, 2020 Page 5 of 6 remain intact. It is possible that staff will recommend a salary range adjustment as we move closer to doing a future recruitment. • Treasury and Customer Services Manager To more accurately reflect work being performed as a result of merging City Treasurer's Office and Finance Department, the Business Services Manager position is proposed to change to Treasury and Customer Services Manager. There is minimal change in duties and responsibilities, with no change in compensation. Funding for this position was included in the Adopted FY 2020-2021 General Fund Budget. Implementation Actions In order to implement the above actions, modifications are needed to City's salary resolution and Municipal Code to comply with City's personnel policies and practices. These revisions are reflected in attached proposed resolution and amended ordinance. Future Reorganization Actions As the City moves through FY 2020-2021 and approaches preparing the Proposed FY 2021-2022 Budget (which will start on July 1, 2021), staff will be considering further organizational changes. Part of this process will include a review of department director, job titles, responsibilities, and compensation in early 2021. CITY STRATEGIC PLAN COMPLIANCE: Goal 1: Enhance Customer Service Engagement and Communication; Embrace Diversity, Equity, and Inclusion Objective 1A: El Segundo provides unparalleled service to internal and external customers. Activity 8: Enhance collaborative teen programs between Recreation and Parks, Library, and other agencies. Activity 9: Develop options for expanding Library services. Goal 3: Develop as a Choice Employer and Workforce Objective: El Segundo is a city employer of choice and consistently hires for the future, with a workforce that is inspired, world-class and engage, demonstrating increasing stability and innovation. Activity 3: Enhance employee safety and reduce accidents and costs. Prepared by: Donna Peter, Human Resources Consultant Approved by: Scott Mitnick, City Manager 103 City Reorganization Implementation November 3, 2020 Page 6 of 6 SUPPORTING DOCUMENTS: 1. "Resolution Establishing Basic Monthly Salary Ranges for Various Job Classifications" 2. "Ordinance Amending the EI Segundo Municipal Code to Reflect Changes to the City's Internal Organization, Including Revised Names of Certain Departments and Directors" 104 ORDINANCE NO. AN ORDINANCE AMENDING THE EL SEGUNDO MUNICIPAL CODE TO REFLECT CHANGES TO THE CITY'S INTERNAL ORGANIZATION, INCLUDING REVISED NAMES OF CERTAIN DEPARTMENTS AND CLASSIFICATIONS The City Council of the City of EI Segundo does ordain as follows: SECTION 1. The City Council finds and determines as follows: A. On September 15, 2020, the City Council approved a revised City organizational chart which added a new Risk Manager position and made changes to the names of certain departments and positions; B. The City Council desires to adopt this ordinance memorializing the changes within the City's Code. SECTION 2. EI Segundo Municipal Code ("ESMC") § 1-6-3 is amended as follows: 1-6-3: CITY DEPARTMENTS: Effective October 1, 2020, the organization of City government consists of the following departments: City Administration Community Services Department Development Services Department Finance Department Fire Department Human Resources Department Information Technology Systems Department Library Survices Befcrtmont Planning and auilding Scfr:y Dic-\xtmcnt Police Department Public Works Department Page 1 of 5 105 � - - _---=--- - —~ ■tea-T.`7".T-T.S7 SECTION 3. ESMC § 1-6-4 is amended as follows - 1 -6-4: EXCLUSIONS: Those officers and members of departments in addition to department heads and elected officers who are expressly excluded from the merit system are: Assistant City Manager City Attorney City Engineer City Manager Deputy City Manager Planninq Manager Risk Manaqer Senior Civil Engineer Senior Executive Assistant Treasury and Customer Services Manaqer SECTION 4. ESMC § 1-6-5 is amended as follows: 1-6-5: DEPARTMENT HEADS: For the purpose of this chapter and for the purpose of initiative ordinance 586 and for the purpose of ordinances expanding the coverage of initiative ordinance 586, and not by way of limitation, effective October 1, 2020, the term "department head" includes: Assistant City Manager Chief Financial Officer Chief of Police City Manager Deputy City Manager 2 106 Dirvotcr cf Finanoe Director of Communitv Services Director of Development Services Director of Human Resources Director of Information Technoloav Services Dirootor of Library EeNiGe s DiWtcr of Plcnn:ng and Bs!ilding ✓cfe y Director of Public Works Dir3ot3r of Recreation and Parlx Fire Chief ,Information S,s<omrj Diroeter SECTION 5. Throughout the remainder of the ESMC, all references to the following departments or directors shall be amended as follows: Current reference Shall be changed to: "Planning and Building Safety "Development Services Department" and "Department of Department" Planning and Building Safety" "Recreation and Parks "Community Services Department" and "Department of Department" Recreation and Parks" "Library Services Department" and "Department of Library Services" "Director of Planning and Building Safety" and "Planning and Building Safety Director" "Director of Recreation and Parks" and "Recreation and Parks Director" "Director of Library Services" and "Library Services Director" "Community Services Department" "Director of Development Services" "Director of Community Services" "Director of Community Services" 3 107 Current reference "Director of Finance" "Information Systems Director" "Information Systems Department" Shall be changed to: "Chief Financial Officer" "Director of Information Technology Services" "Information Technology Services Department" SECTION 5. Validity of Previous Code Sections. If the entire Ordinance or its application is deemed invalid by a court of competent jurisdiction, any repeal of the ESMC or other regulation by this Ordinance will be rendered void and cause such ESMC provision or other regulation to remain in full force and effect for all purposes. SECTION 7. Enforceability. Repeal or amendment of any previous Code Sections does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance. SECTION B. Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provision or application and, to this end, the provisions of this Ordinance are severable. SECTION 9. The City Clerk, or her duly appointed deputy, is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of EI Segundo's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law. 4 M: SECTION 10. Effective Date. This Ordinance will become effective on the 31St day following its passage and adoption. PASSED AND ADOPTED this day of , 2020. Drew Boyles, Mayor ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Tracy Weaver, City Clerk of the City of EI Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Ordinance No. was duly introduced by said City Council at a regular meeting held on the day of , 2020, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the day of 2020, and the same was so passed and adopted by the following vote- AYES- NOES: ote: AYES:NOES: ABSENT: ABSTAIN: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney 5 109 CITY OF E L S E GU N D O City Council Agenda Statement Meeting Date: November 17, 2020 Agenda Heading: Consent TITLE: Amend CalPERS medical premiums pursuant to various labor Memorandums of Understanding (MOUs). RECOMMENDATION: Adopt resolutions amending the City's medical contribution for CalPERS medical coverage consistent with previously approved labor agreements for Medical Policy Year 2021 for each listed bargaining unit. 1) Police Management Association (PMA) 2) Police Officers' Association (POA) 3) Police Support Services Employee Association 4) Firefighters' Association (FFA) 5) Supervisory and Professional Employee's Association (SPEA) FISCAL IMPACT: Funding for the proposed actions was incorporated in the Adopted FY 2020-2021 Citywide Budget. No new funding is needed for this fiscal year. BACKGROUND: Staff and representatives of the various labor associations within the City met and conferred, and City Council adopted and approved MOUs with each of the listed bargaining units, which also included updated medical contributions as follows: Police Manaaement Association (PMA) City Council adopted the PMA MOU on November 5, 2019, which included provisions for periodic increases to the City's medical contribution. Effective January 1, 2021, there is a scheduled increase of $75.00 per month towards the City's medical contribution amount. The monthly contribution will increase from $1,575 to $1,650. EI Seaundo Police Officers' Association (POA) City Council adopted the updated POA MOU on November 20, 2018, which included provisions for periodic increase to the City's medical contribution. Effective January 1, 2021, there is a scheduled increase of $75.00 towards the City's medical contribution. The contribution will increase from $1,575 to $1,650 per month. 110 CalPERS Medical Premiums November 17, 2020 Page 2 of 3 EI Segundo Police Support Services Emplovees' Association (PSSEA) City Council adopted the updated PSSEA MOU on March 19, 2019, which included provisions for periodic increases to the City's medical contribution. Effective January 1, 2021, there is a scheduled increase of $100 towards the City's medical contribution. The contribution will increase from $1,500 to $1,600 per month. EI Segundo Firefighters' Association (FFA) City Council adopted the updated FFA MOU on November 20, 2018, which included provisions for periodic increase to the City's medical contribution. Effective January 1, 2020, there is a scheduled increase of $75.00 towards the City's medical contribution. The contribution will increase from $1,575 to $1,650 per month. EI Segundo Supervisory and Professionai Emplovees' Association {SPEA] City Council adopted the updated SPEA MOU on August 20, 2019, which included provisions for periodic increase to the City's medical contribution. Effective January 1, 2020, there is a scheduled increase of $50.00 towards the City's medical contribution. The contribution will increase from $1,550 to $1,600 per month. DISCUSSION: CalPERS Medical requires contracting agencies to revise their monthly employer health contribution by submitting an annual change resolution approved by the City Council. With respect to the City Employees Association (CEA), the MOU also has a periodic increase, however the next scheduled increase does not take effect until January 1, 2022. The Management -Confidential unrepresented employees utilize flexible benefit for medical contribution, and there are no scheduled increases pending for Management - Confidential employees. As mentioned, City Council has previously adopted the MOUs with the listed labor associations, and this item fulfills the requirements of the agreed upon MOU, specifically to the medical contribution provision within each one. These benefit adjustments will complement the City's efforts to make EI Segundo an employer of choice. CITY STRATEGIC PLAN COMPLIANCE: Goal 3: Develop as a Choice Employer and Workforce Objective: EI Segundo is a city employer of choice and consistently hires for the future, with a workforce that is inspired, world-class and engaged, demonstrating increasing stability and innovation. 111 CalPERS Medical Premiums November 17, 2020 Page 3of3 PREPARED BY: Donna C. Peter, Human Resources REVIEWED BY: Joseph Lillio, Interim HR/Finance Directo APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Draft Resolution - Police Management Association (PMA) 2. Draft Resolution - Police Officers' Association (POA) 3. Draft Resolution - Police Support Services Employee Association 4. Draft Resolution - Firefighters' Association (FFA) 5. Draft Resolution - Supervisory and Professional Employee's Association (SPEA) 112 RESOLUTION NO. FIXING THE EMPLOYER CONTRIBUTION AT AN EQUAL AMOUNT FOR EMPLOYEES AND ANNUITANTS UNDER THE PUBLIC EMPLOYEES' MEDICAL AND HOSPITAL CARE ACT WITH RESPECT TO A RECOGNIZED EMPLOYEE ORGANIZATION WHEREAS, (1) City of EI Segundo is a contracting agency under Government Code Section 22920 and subject to the Public Employees' Medical and Hospital Care Act (the "Act") for participation by members of El Sequndo Police Manaqement Association and WHEREAS, (2) Government Code Section 22892(a) provides that a contracting agency subject to Act shall fix the amount of the employer contribution by resolution; and WHEREAS, (3) Government Code Section 22892(b) provides that the employer contribution shall be an equal amount for both employees and annuitants, but may not be less than the amount prescribed by Section 22892(b) of the Act; and RESOLVED, (a) That effective January 1, 2021 the employer contribution for each Employee or annuitant shall be the amount necessary to pay the full cost of his/her enrollment, including the enrollment of family members, in a health benefits plan up to a maximum of $1.650 per month, plus administrative fees and Contingency Reserve Fund assessments; and be it further RESOLVED, (b) City of EI Segundo has fully complied with any and all applicable provisions of Government Code Section 7507 in electing the benefits set forth above; and be it further RESOLVED, (c) That the participation of the employees and annuitants of City of EI Segundo shall be subject to determination of its status as an "agency or instrumentality of the state or political subdivision of a State" that is eligible to participate in a governmental plan within the meaning of Section 414(d) of the Internal Revenue Code, upon publication of final Regulations pursuant to such Section. If it is determined that City of EI Segundo would not qualify as an agency or instrumentality of the state or political subdivision of a State under such final Regulations, CalPERS may be obligated, and reserves the right to terminate the health coverage of all participants of the employer. RESOLVED, (d) That the executive body appoint and direct, and it does hereby appoint and direct, the City Clerk to file with the Board a verified copy of this resolution, and to perform on behalf of City of EI Segundo all functions required of it under the Act. CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 1/2018) 113 Adopted at a regular meeting of the EI Segundo City Council at EI Segundo, CA, this 17 day of November, 2020. Signed: Drew Boyles, Mayor Attest: Tracy Weaver, City Clerk CHANGE - BY GROUP, EQUAL, 1 FIXED (REV 1/2018) 114 RESOLUTION NO. FIXING THE EMPLOYER CONTRIBUTION AT AN EQUAL AMOUNT FOR EMPLOYEES AND ANNUITANTS UNDER THE PUBLIC EMPLOYEES' MEDICAL AND HOSPITAL CARE ACT WITH RESPECT TO A RECOGNIZED EMPLOYEE ORGANIZATION WHEREAS, (1) City of EI Segundo is a contracting agency under Government Code Section 22920 and subject to the Public Employees' Medical and Hospital Care Act (the "Act") for participation by members of EI Segundo Police Officers' Association and WHEREAS, (2) Government Code Section 22892(a) provides that a contracting agency subject to Act shall fix the amount of the employer contribution by resolution; and WHEREAS, (3) Government Code Section 22892(b) provides that the employer contribution shall be an equal amount for both employees and annuitants, but may not be less than the amount prescribed by Section 22892(b) of the Act; and RESOLVED, (a) That effective January 1, 2021 the employer contribution for each Employee or annuitant shall be the amount necessary to pay the full cost of his/her enrollment, including the enrollment of family members, in a health benefits plan up to a maximum of $1,650 per month, plus administrative fees and Contingency Reserve Fund assessments; and be it further RESOLVED, (b) City of EI Segundo has fully complied with any and all applicable provisions of Government Code Section 7507 in electing the benefits set forth above; and be it further RESOLVED, (c) That the participation of the employees and annuitants of City of EI Segundo shall be subject to determination of its status as an "agency or instrumentality of the state or political subdivision of a State" that is eligible to participate in a governmental plan within the meaning of Section 414(d) of the Internal Revenue Code, upon publication of final Regulations pursuant to such Section. If it is determined that City of EI Segundo would not qualify as an agency or instrumentality of the state or political subdivision of a State under such final Regulations, CalPERS may be obligated, and reserves the right to terminate the health coverage of all participants of the employer. RESOLVED, (d) That the executive body appoint and direct, and it does hereby appoint and direct, the City Clerk to file with the Board a verified copy of this resolution, and to perform on behalf of City of EI Segundo all functions required of it under the Act. CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 1/2018) 115 Adopted at a regular meeting of the EI Segundo City Council at EI Segundo, CA, this 17th day of November, 2020. Signed: Attest: Drew Boyles, Mayor Tracy Weaver, City Clerk CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 1/2018) 116 RESOLUTION NO. FIXING THE EMPLOYER CONTRIBUTION AT AN EQUAL AMOUNT FOR EMPLOYEES AND ANNUITANTS UNDER THE PUBLIC EMPLOYEES' MEDICAL AND HOSPITAL CARE ACT WITH RESPECT TO A RECOGNIZED EMPLOYEE ORGANIZATION WHEREAS, (1) City of EI Segundo is a contracting agency under Government Code Section 22920 and subject to the Public Employees' Medical and Hospital Care Act (the "Act") for participation by members of EI Sequndo Police Support Services Employees' Association and WHEREAS, (2) Government Code Section 22892(a) provides that a contracting agency subject to Act shall fix the amount of the employer contribution by resolution; and WHEREAS, (3) Government Code Section 22892(b) provides that the employer contribution shall be an equal amount for both employees and annuitants, but may not be less than the amount prescribed by Section 22892(b) of the Act; and RESOLVED, (a) That effective January 1. 2021 the employer contribution for each Employee or annuitant shall be the amount necessary to pay the full cost of his/her enrollment, including the enrollment of family members, in a health benefits plan up to a maximum of $1,600 per month, plus administrative fees and Contingency Reserve Fund assessments; and be it further RESOLVED, (b) City of EI Segundo has fully complied with any and all applicable provisions of Government Code Section 7507 in electing the benefits set forth above; and be it further RESOLVED, (c) That the participation of the employees and annuitants of City of EI Segundo shall be subject to determination of its status as an "agency or instrumentality of the state or political subdivision of a State" that is eligible to participate in a governmental plan within the meaning of Section 414(d) of the Internal Revenue Code, upon publication of final Regulations pursuant to such Section. If it is determined that City of EI Segundo would not qualify as an agency or instrumentality of the state or political subdivision of a State under such final Regulations, CalPERS may be obligated, and reserves the right to terminate the health coverage of all participants of the employer. RESOLVED, (d) That the executive body appoint and direct, and it does hereby appoint and direct, the City Clerk to file with the Board a verified copy of this resolution, and to perform on behalf of City of EI Segundo all functions required of it under the Act. CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 1/2018) 117 Adopted at a regular meeting of the EI Segundo City Council at EI Segundo, CA, this 17th day of November, 2020. Signed: Attest: Drew Boyles, Mayor Tracy Weaver, City Clerk CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 1/2018) 118 RESOLUTION NO. FIXING THE EMPLOYER CONTRIBUTION AT AN EQUAL AMOUNT FOR EMPLOYEES AND ANNUITANTS UNDER THE PUBLIC EMPLOYEES' MEDICAL AND HOSPITAL CARE ACT WITH RESPECT TO A RECOGNIZED EMPLOYEE ORGANIZATION WHEREAS, (1) City of EI Segundo is a contracting agency under Government Code Section 22920 and subject to the Public Employees' Medical and Hospital Care Act (the "Act") for participation by members of EI Segundo Firefighters' Association and WHEREAS, (2) Government Code Section 22892(a) provides that a contracting agency subject to Act shall fix the amount of the employer contribution by resolution; and WHEREAS, (3) Government Code Section 22892(b) provides that the employer contribution shall be an equal amount for both employees and annuitants, but may not be less than the amount prescribed by Section 22892(b) of the Act; and RESOLVED, (a) That effective January 1, 2021 the employer contribution for each Employee or annuitant shall be the amount necessary to pay the full cost of his/her enrollment, including the enrollment of family members, in a health benefits plan up to a maximum of $1,650 per month, plus administrative fees and Contingency Reserve Fund assessments; and be it further RESOLVED, (b) City of EI Segundo has fully complied with any and all applicable provisions of Government Code Section 7507 in electing the benefits set forth above; and be it further RESOLVED, (c) That the participation of the employees and annuitants of City of EI Segundo shall be subject to determination of its status as an "agency or instrumentality of the state or political subdivision of a State" that is eligible to participate in a governmental plan within the meaning of Section 414(d) of the Internal Revenue Code, upon publication of final Regulations pursuant to such Section. If it is determined that City of EI Segundo would not qualify as an agency or instrumentality of the state or political subdivision of a State under such final Regulations, CalPERS may be obligated, and reserves the right to terminate the health coverage of all participants of the employer. RESOLVED, (d) That the executive body appoint and direct, and it does hereby appoint and direct, the City Clerk to file with the Board a verified copy of this resolution, and to perform on behalf of City of EI Segundo all functions required of it under the Act. CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 1/2018) 119 Adopted at a regular meeting of the EI Segundo City Council at EI Segundo, CA, this 17th day of November, 2020. Signed: Attest: Drew Boyles, Mayor Tracy Weaver, City Clerk CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 1/2018) 120 RESOLUTION NO. FIXING THE EMPLOYER CONTRIBUTION AT AN EQUAL AMOUNT FOR EMPLOYEES AND ANNUITANTS UNDER THE PUBLIC EMPLOYEES' MEDICAL AND HOSPITAL CARE ACT WITH RESPECT TO A RECOGNIZED EMPLOYEE ORGANIZATION WHEREAS, (1) City of EI Segundo is a contracting agency under Government Code Section 22920 and subject to the Public Employees' Medical and Hospital Care Act (the "Act") for participation by members of EI Segundo Supervisory and Professional Emplovees' Association and WHEREAS, (2) Government Code Section 22892(a) provides that a contracting agency subject to Act shall fix the amount of the employer contribution by resolution; and WHEREAS, (3) Government Code Section 22892(b) provides that the employer contribution shall be an equal amount for both employees and annuitants, but may not be less than the amount prescribed by Section 22892(b) of the Act; and RESOLVED, (a) That effective January 1, 2021 the employer contribution for each Employee or annuitant shall be the amount necessary to pay the full cost of his/her enrollment, including the enrollment of family members, in a health benefits plan up to a maximum of $1,600 per month, plus administrative fees and Contingency Reserve Fund assessments; and be it further RESOLVED, (b) City of EI Segundo has fully complied with any and all applicable provisions of Government Code Section 7507 in electing the benefits set forth above; and be it further RESOLVED, (c) That the participation of the employees and annuitants of City of EI Segundo shall be subject to determination of its status as an "agency or instrumentality of the state or political subdivision of a State" that is eligible to participate in a governmental plan within the meaning of Section 414(d) of the Internal Revenue Code, upon publication of final Regulations pursuant to such Section. If it is determined that City of EI Segundo would not qualify as an agency or instrumentality of the state or political subdivision of a State under such final Regulations, CalPERS may be obligated, and reserves the right to terminate the health coverage of all participants of the employer. RESOLVED, (d) That the executive body appoint and direct, and it does hereby appoint and direct, the City Clerk to file with the Board a verified copy of this resolution, and to perform on behalf of City of EI Segundo all functions required of it under the Act. CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 112018) 121 Adopted at a regular meeting of the EI Segundo City Council at EI Segundo, CA, this 1st day of October, 2019. Signed: Attest: Drew Boyles, Mayor Tracy Weaver, City Clerk CHANGE - BY GROUP, EQUAL, 1 FIXED (REV. 1/2018) 122 (;I'I'Y OF E L S E G U N D O City Council Agenda Statement Meeting Date: November 17, 2020 Agenda Heading: Consent TITLE: Resolution to rescind written notice of intent to withdraw membership from Independent Cities Risk Management Authority (ICRMA). RECOMMENDATION: Adopt resolution authorizing the City Manager to rescind the written notice of intent to withdraw membership from the Independent Cities Risk Management Authority (ICRMA). FISCAL IMPACT: There is no fiscal impact associated with this action. . BACKGROUND: ICRMA is a not-for-profit Joint Powers Authority directed by a Governing Board consisting of one representative from each member city. The Governing Board directs the activities of the pools, programs and outside administrators to the advantage of its membership. On a day-to-day basis, ICRMA is managed by a professional administrative staff to provide immediate assistance with risk management, risk transfer, claims, litigation, return -to -work issues, and education. The City of EI Segundo ("City") has been a member city of ICRMA since 1985. The City participates in the following insurance/risk pool programs: general liability, property & auto physical damage program, worker's compensation program, crime program, terrorism coverage, and cyber program. The bylaws of ICRMA require that any member requesting to leave ICRMA, whether one or all of its offered risk programs, must submit their intent to withdraw membership from ICRMA in writing. In addition, the requested action to withdraw must be approved through a resolution by the withdrawing member agency's governing board/City Council. The City wishes to explore various options of insurance coverage including other risk - sharing pools, as well as purchasing commercial insurance directly. The City is interested in performing an analysis on the feasibility of continuing its participation in ICRMA versus other means of coverage. Should the City wish to transition to another insurance pool in the upcoming fiscal year, the bylaws of the liability and Workers' Compensation programs for ICRMA require that notice of intent to withdraw membership as of July 1, 2021 must be provided no later than June 30 , 2020, to ICRMA. The provision of written notice to withdraw prior to June 30, 2020 does not preclude the City from rescinding such notice should the City wish to remain with ICRMA during the 123 ICRMA Rescind Notice of Intent to Withdraw November 17, 2020 Page 2 of 2 2021/2022 fiscal year based upon analysis completed by the City or based upon any need for additional time to conduct such analysis, provided that rescission is provided to ICRMA no later than December 1, 2020. DISCUSSION: The City did not have the capacity to address the in-depth research necessary to thoroughly evaluate alternative risk pools and other self-insured options. Staff requires additional time in order to properly conduct this research. Since the deadline to rescind the City's notice to withdraw from the ICRMA risk pool is December 1, 2020, staff is recommending City Council approve the rescind notice. Staff will reevaluate the process of researching other insurance risk pools, as well as the City purchasing insurance direct from brokers, once the Risk Manager is hired. It is anticipated the Risk Manager will be hired in March 2021. The City would once again submit a formal notice of intent to withdraw from membership prior to the June 30, 2021 deadline that would be effective for the July 1, 2022 renewal year. CITY STRATEGIC PLAN COMPLIANCE: Goal 5: Champion Economic Development and Fiscal Sustainability Objective B: EI Segundo approaches its work in a financially strategic and responsible way. ORIGINATED BY: Joseph Lillio, Chief Financial Officer! REVIEWEWD BY: Barbara Voss, Deputy City NW er APPROVED BY: Scott Mitnick, City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Resolution 2. Written Notice of Intent to Rescind the Withdrawal from Membership 124 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO AUTHORIZING THE CITY MANAGER TO PROVIDE WRITTEN NOTICE TO RESCIND THE NOTICE OF INTENT TO WITHDRAW FROM MEMBERSHIP FROM THE INDEPENDENT CITIES RISK MANAGEMENT AUTHORITY (ICRMA). WHEREAS, the City of El Segundo ("City") is a member of the Independent Cities Risk Management Authority ("ICRMA"), a joint powers authority which allows member cities to pool resources to support liability and worker's compensation self-insured programs; and WHEREAS, ICRMA allows member cities to group purchase other lines of insurance such as: Property, Auto Physical Damage, Crime, Cyber, and Terrorism coverage; and WHEREAS the City has been a member of ICRMA since 1985 and participates in the Liability, Worker's Compensation, Property, Auto Physical Damage, Crime, Cyber, ands Terrorism Programs; and WHEREAS, the provision of written notice to withdraw prior to June 30, 2020 does not preclude the City from rescinding such notice should the City wish to remain with ICRMA during the 2021/2022 fiscal year based upon analysis completed by the City or based upon any need for additional time to conduct such analysis, provided that rescission is provided no later than December 1, 2020. WHEREAS, the City is rescinding the notice to withdraw from the 2021/2022 policy coverage term in order to have additional time to thoroughly research all viable options; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of El Segundo does hereby find, determine and declare as follows: SECTION 1. The El Segundo City Council adopt the Resolution authorizing the City Manager to provide written notice rescinding the intent to withdraw membership from ICRMA; and SECTION 2. That a copy of the Resolution shall be provided to ICRMA. 125 PASSED, APPROVED, AND ADOPTED this 17th day of November, 2020. Mayor Drew Boyles, City of El Segundo ATTEST: City Clerk Tracy Weaver, City of El Segundo APPROVED AS TO FORM: City Attorney, Mark D. Hensley, City of El Segundo 126 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO I, Tracy Weaver, City Clerk of the City of El Segundo, California, hereby certify that the whole number of members of the City Council of the City is five; that the foregoing Resolution No. was duly passed and adopted by said City Council, approved and signed by the Mayor of said City, and attested to by the City Clerk of said City, all at a regular meeting of said Council held on the 17th day of November 2020, and the same was so passed and adopted by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk, Tracy Weaver, City of El Segundo 127 66 1 v, /,I I I ►� I ro R. I g V ZiOffice C Appointed Officials Sincerely, Scott Mitnick,I City Manager / �� Mark D. Hensley, CityAttorney Scott Mitnick City Manager Department Directors Barbara Boss, c: City Council Deputy City Manager City Attorney Finance Director Melissa McCollum, Community Services Director Sam Lee, Development Services Director Joseph Lillio, Finance Director Chris Donovan, Fire Chief Donna Peter, Human Resources Director (Interim) Charles Mallory, IT Director Bill Whalen, Police Chief Elias Sassoon, Public Works Director 128 November 17, 2020 Elected Officials Drew Boyles, Independent Cities Risk Management Authority Mayor Attn: Adrienne Beatty Chris Pimentel, 18201 Von Karman, Suite 200 Mayor Pro Tem Irvine, CA 92612 Carol Pirsztuk, Councilmember Re: Rescind Notice of Withdrawal from ICRMA Membership Scot Nicol, Councilmember Dear Mrs. Beatty, Lance Giroux, Councilmember Please accept this letter from the City of El Segundo as a formal notice to rescind the City's notice Tracy li'eaver, of intent to withdraw from the Independent Cities Risk Management Authority (ICRMA) and any/ Ci{y Clerk all of the ICRMA joint protection programs in which the City currently participates. This notice Matthew Robinson, complies with ICRMA's bylaws (Article V — Membership, Section F.) for the City to rescind its City Treasurer notice. Appointed Officials Sincerely, Scott Mitnick,I City Manager / �� Mark D. Hensley, CityAttorney Scott Mitnick City Manager Department Directors Barbara Boss, c: City Council Deputy City Manager City Attorney Finance Director Melissa McCollum, Community Services Director Sam Lee, Development Services Director Joseph Lillio, Finance Director Chris Donovan, Fire Chief Donna Peter, Human Resources Director (Interim) Charles Mallory, IT Director Bill Whalen, Police Chief Elias Sassoon, Public Works Director 128 CITY OF E L S E GU N D O City Council Agenda Statement Meeting Date: November 17, 2020 Agenda Heading: Public Hearing TITLE: Amend Development Agreement No. DA 03-01 (8t" Amendment) and conditions of approval for the Plaza EI Segundo and The Point development project to increase the allowed percentage of non -sales tax generating uses to 40 percent. [Case numbers: Environmental Assessment No. EA -1279 and Development Agreement No. DA 20-0] RECOMMENDATION: 1. Conduct a public hearing. 2. Take testimony and other evidence as presented. 3. Adopt a resolution amending the conditions of approval for the Plaza EI Segundo and The Point development project to increase the allowed percentage of non -sales tax generating uses to 40 percent. 4. Introduce, waive the first reading, and place on the December 1, 2020 agenda for adoption an ordinance to amend Development Agreement DA 03-01 to increase the allowed percentage of non -sales tax generating uses to 40 percent. FISCAL IMPACT: Potential for a reduction in sales tax generated from the subject property that may be somewhat offset by an increase in the Business license Tax generated. If building improvements are made to attract and accommodate nonretail tenants, this could have a positive impact on the assessed value of the property and result in an increase in the property tax received for the subject property. BACKGROUND: The project site is the Plaza EI Segundo and The Point shopping centers originally approved in 2005 (See Exhibit No. 1 — Vicinity Map). The two centers include a total of 501,000 square feet of building area, which is primarily occupied by retail and restaurant uses, as well as some service, office and fitness uses. The current approved entitlements for the site limit Non -Sales Tax Generating Uses to a maximum of 20% of the building area at Plaza EI Segundo and 35% at The Point. The applicant, Street Retail, Inc., has requested an amendment the project Development Agreement and conditions of approval to increase the maximum percentage of Non -Sales Tax Generating Uses to 40% for both Plaza EI Segundo and The Point. 4 u 129 Plaza EI Segundo Development Agreement November 17, 2020 Page 2 of 5 r . .. 0-77—'- L Plaza --'^''- Fiqure 1 Location map Plaza EI Segundo The Collection R The Point Previous Approvals and Entitlements II The Works f � i rat Plaza EI Segundo and The Point were originally approved as retail centers that would generate sales tax revenue for the City and diversify its revenue sources. The permitted uses at the centers reflected this intent, in that they included primarily retail uses. Other uses, such as banks, offices, and fitness centers that do not generate sales tax revenue were strictly limited or prohibited. Since the original approval in 2005, the retail sector of the economy has evolved, with internet sales taking a larger proportion of overall sales. As a result, the property owner approached the City in 2017 and requested changes to the project entitlements to permit more non -retail uses at the shopping centers and, thus, give the property owner more flexibility in filling vacant tenant spaces. The City Council approved code changes, which revised the permitted uses in the C-4 zone where the shopping centers are located to include office and other non -retail uses. In return for granting this flexibility, and in order to maintain sales tax revenue, the City imposed a maximum limits on non -sales tax generating uses, which are 20% at Plaza EI Segundo and 35% at The Point. Since 2017, the retail sector has continued to weaken, as internet sales continue to grow as a proportion of overall sales. Furthermore, this year the COVID-19 pandemic and the related economic crisis have exacerbated the retail sector's problems. So, the applicant approached the City again with the current request to modify the limits on non -sales tax generating uses at the Plaza EI Segundo and The Point shopping centers. 130 Plaza EI Segundo Development Agreement November 17, 2020 Page 3 of 5 DISCUSSION: Conditions at the Shorminq Centers As of February 2020, the vacancy rate at Plaza EI Segundo is 6.9% and at The Point it is 4.3%. At Plaza EI Segundo, vacancies have primarily affected the two smaller areas of the center, The Works and The Collection (see Figure No. 1). At The Point, some tenant spaces have remained vacant since its original construction in 2014. In addition, the applicant has indicated to the City that some current tenants have had difficulties in making their lease payments. And, this situation has been exacerbated by the COVID- 19 related economic downturn. In spite of these trends, the applicant has invested energy and money into repositioning the center. Last year, the applicant completed construction on some major physical improvements in the area called The Works. The improvements included new landscaping, hardscape, pedestrian and building fagade improvements. In the Collection, the applicant is currently completing tenant improvements to convert one of the multi - tenant retail buildings into a single -tenant office building. The improvements also include the addition of substantial outdoor gathering space and landscaping for the future office tenants. In addition to the above physical improvements and conversion of retail space into office, the shopping centers remain primarily retail in nature and the applicant has attracted significant retail tenants in the last few years, such as Nordstrom Rack and Ulta. Applicant's Fiscal and Economic Analvsis In support of the request to change the use mix at the shopping centers, the applicant submitted a fiscal impact & economic benefit analysis report prepared by Kosmont Companies in 2019 (Exhibit No. 7). The report discusses the recent local and national market trends in the retail sector. In EI Segundo, since the "Great Recession" a decade ago the retail sector has seen slow growth and the City's sales tax revenues have decreased from $12.8 million in 2008 to $10.6 million in 2018. Nationally, the retail market has been affected significantly by the growth of the digital economy and e -Commerce, with digital retail sales displacing brick and mortar retail sales. Specifically, in 2000 online sales comprised 0.8% of the total retail sales market. By 2018, 9.7% of all retail sales were conducted online. This steady growth pattern is projected by economists to continue in the years ahead. As a result, the rate of retail store closures will continue to increase and, thus, property owners (including shopping centers) will find it increasingly difficult to fill vacant tenant spaces. In response to this decline in demand for traditional retail, shopping centers have shifted their approach and have increasingly sought to diversify their tenants and improve the customers' experience. Research has shown that customers no longer view stores as a place to only buy merchandise. Rather, they view stores and shopping centers as a "place" where they can have an experience. Therefore, modern retailers seek to: 131 Plaza EI Segundo Development Agreement November 17, 2020 Page 4 of 5 Present an integrated shopping environment in a diverse setting (such as office, work, transit, or residential nearby); • Embrace omni -channeling by developing both a digital and a physical presence; • Redefine platforms from simply selling goods to solving customers' problems. Many malls are redeveloping to achieve the above objectives and the Kosmont report discusses several redevelopment examples, such as the Westside Pavillion, the Baldwin Hills Crenshaw Plaza, and others. Citv's Peer Review City staff engaged Keyser Marston and Associates (KMA) to peer review the Kosmont analysis, and KMA largely confirmed and agreed with the analysis summarized above. In fact, the City has been aware of the local and national retail trends, as well as the move toward mixed-use retail centers, or "lifestyle centers" as they are also called. The previous development agreement amendment in 2017, was approved primarily due to the above market trends. However, the percentage restriction on non -sales tax generating uses is still hampering the applicant's ability to find viable tenants and provide an appropriate mix of uses at the subject shopping centers. Planning Commission Discussion On October 22, 2020, the Planning Commission held a public hearing on the proposed amendments. During the discussion the Commissioners asked how the City's revenues might be impacted by the proposed amendments. Staff responded that some loss of sales tax revenue may occur, but it would be partly offset by an increase in business tax revenue from the anticipated office tenants that would replace existing underperforming retail tenants. In addition, employees of the new office tenants would support the remaining retail and restaurant businesses and, thus, help generate additional retail sales and the associated tax revenue for the City. The applicant added that demand for retail space has been weakening, particularly due to the ongoing growth of internet sales and the COVID-19 outbreak earlier this year, but demand for certain types of office space has remained relatively strong. At the conclusion of the public hearing, the Planning Commission voted 4-0 to adopt Resolution No. 2888 (Exhibit No. 6) recommending City Council approval of the proposed amendments. CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) COMPLIANCE: The project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Title 14 California Code of Regulations § 15061(b)(3) — the common sense exemption as it can be seen with certainty that there will not be an impact, because no substantial construction and no addition of building area is being proposed. The proposed change to the mix of uses will maintain the total daily and peak AM and PM traffic trips generated by the shopping center below the levels estimated 132 Plaza EI Segundo Development Agreement November 17, 2020 Page 5 of 5 previously; and no other impact areas should be affected; and CEQA Guidelines § 15305 — the Class 5 exemption for minor alterations in land use limitations as office and other non -retail uses are already allowed in the C-4 zone and the only change involves the ratio of office and other non -retail uses to retail uses. CITY STRATEGIC PLAN COMPLIANCE: Goal 1: Champion Economic Development and Fiscal Sustainability Objective A: EI Segundo promotes economic growth and vitality for businesses and the community PREPARED BY: Paul Samaras, Principal PlannaS�11 REVIEWED BY: Sam Lee, Director of Development Service APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Vicinity Map 2. Draft Resolution 3. Draft Ordinance 4. Development Agreement 5. Planning Commission staff report dated October 22, 2020 w/o attachments 6. Planning Commission Resolution No. 2888 7. Kosmont Report 133 VICINITY MAP RESOLUTION NO. A RESOLUTION APPROVING ENVIRONMENTAL ASSESSMENT NO. EA 1279 AND AMENDMENTS TO THE CONDITIONS OF APPROVAL FOR THE PLAZA EL SEGUNDO DEVELOPMENT PROJECT The City Council of the City of EI Segundo does resolve as follows: SECTION 1: The City Council finds and declares that: A. On March 1, 2005, the City Council adopted Resolution No. 4415 approving Environmental Assessment No. 631 (certified EIR), and General Plan Amendment Nos. 03-4 and 03-5 for the Sepulveda/Rosecrans Site Rezoning Reduced Traffic Generation Alternative and the Plaza EI Segundo Development Reduced Traffic Generation Alternative; B. On March 15, 2005, the City Council adopted Ordinance No. 1382 approving Zone Change Nos. 03-2 and 03-3, Zone Text Amendment No. 04-1, and Subdivision No. 03-7 for the Sepulveda/Rosecrans Site Rezoning Reduced Traffic Generation Alternative and Plaza EI Segundo Development Reduced Traffic Generation Alternative, and Development Agreement No. 03-1 for the Plaza EI Segundo Development Reduced Traffic Generation Alternative; C. Approvals for that development were subsequently amended to allow for different types of uses including, among others, Health Clubs and Fitness Center (2007); Health/Skin Care and automobile sale uses (2008); fast food restaurants, banks, dance/music studios (2009); and medical and dental offices (2010); D. On September 3, 2013, the City Council further amended the approvals for the development to, among other amendments, increase the size of the previously approved shopping center floor area by 49,613 square feet; E. On October 3, 2017, the City further amended the permitted uses including among others, daycare centers, personal services, public assembly and recreational uses (2017); F. On October 3, 2017, the City approved an Environmental Assessment for an addendum to the certified Final Environmental Impact Report (FEIR) to increase the size of the previously approved shopping center by 18,850 square feet; a Zone Text Amendment to eliminate size limitations to certain permitted uses, add new permitted uses, and increase the permitted number and size of monument signs in the C-4 (Commercial Center) zone); a "Revised and Restated Development Agreement" to eliminate most tenant size restrictions, to allow an expansion of the project size, and to -1- 135 consolidate the original development agreement and its subsequent amendments into one; and a site plan to add approximately 11,500 square feet to building space A2 in the Phase 1A development of Plaza EI Segundo; G. On March 9, 2020, Street Retail, Inc. filed applications for an Environmental Assessment and an amendment of the Development Agreement and Conditions of Approval for the Plaza EI Segundo and The Point development project to increase the proportion of non -sales tax generating uses to 40 percent; H. The City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq., the "CEQA Guidelines"), and the City's Environmental Guidelines (City Council Resolution No. 3805, adopted March 16, 1993); The Planning and Building Safety Department completed its review and scheduled a public hearing regarding the application before the Planning Commission for October 22, 2020; J. On October 22, 2020, the Planning Commission held a public hearing to receive public testimony and other evidence regarding the application including, without limitation, information provided to the Planning Commission by city staff; and, adopted Resolution No. 2888 recommending that the City Council approve the proposed project; K. On November 17, 2020, the City Council held a public hearing and considered the information provided by City staff and public testimony regarding this Ordinance; and L. This Resolution and its findings are made based upon the testimony and evidence presented to the City Council at its November 17, 2020 public hearing and all evidence in the entire administrative record of proceedings on this matter. SECTION 2: Factual Findings and Conclusions. The City Council finds that the proposed amendment would amend the development agreement and conditions of approval to increase the maximum percentage of project floor area dedicated to non -sales tax generating uses to 40 percent for both the Plaza El Segundo and The Point shopping centers. SECTION 3: General Plan Findings. As required under Government Code Section 65860, the amendments to the conditions of approval proposed by the Resolution are consistent with the EI Segundo General Plan as follows: -2- 136 A. The amendments are consistent with Goal LU4 of the General Plan Land Use Element in that it will help maintain a high quality retail center in proximity to major employment centers and provide new office uses. & The amendments are consistent with Goal ED1 of the General Plan Economic Development Element in that it will help diversify the City's employment and tax base by permitting a mix of retail, office and other uses. C. The amendments are consistent with Objective ED1-2 of the General Plan Economic Development Element in that would permit several new uses in the C-4 zone, which promotes the diversification of the City's retail and commercial base. SECTION 4: Environmental Assessment. The project is categorically exempt from environmental review pursuant to California Code of Regulations, Title 14 ("CEQA guidelines") § 15061(b)(3) — the common sense exemption as it can be seen with certainty that there will not be an impact, because no substantial construction and no addition of building area is being proposed; the proposed change to the mix of uses will maintain the total daily and peak AM and PM traffic trips generated by the shopping center below the levels estimated previously; and no other impact areas should be affected; and CEQA Guidelines § 15305 — the Class 5 exemption for minor alterations in land use limitations as office and other non -retail uses are already allowed in the C-4 zone and the only change involves the ratio of office and other non -retail uses to retail uses. The City Council certified a Final EIR (FEIR) on March 1, 2005 for the Plaza EI Segundo project. SECTION 5: Approvals. A. The City Council hereby approves the amended conditions of approval attached as Exhibit 'A," which are incorporated into this Resolution by reference. The Conditions supersede those conditions that were previously approved by Ordinances Nos. 1382 (Section 7F), 1417 (Section 5E), 1481 (Section 8), and 1556 (Section 13) and Resolution Nos. 4415 (Section 5F), 4542 (Section 5C), 4838 (Section 8A), and 5053 (Section 8D). B. Subject to the conditions listed on the attached Exhibit "A," which are incorporated into this Resolution by reference, the City Council approves Environmental Assessment No. EA 1279. SECTION 6: Reliance on Record. Each and every one of the findings and determinations in this Resolution are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. -3- 137 SECTION 7: Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 8: Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. SECTION 9: This Resolution will remain effective until superseded by a subsequent resolution. SECTION 10: According to the EI Segundo Municipal Code, a copy of this Resolution shall be mailed to Street Retail, Inc., to PES Partners, LLC, and to any other person requesting a copy. SECTION 11: This Resolution is the City Council's final decision and will become effective immediately upon adoption. PASSED, APPROVED AND ADOPTED this day of 2020. Drew Boyles, Mayor ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES } SS CITY OF EL SEGUNDO ] I, Tracy Weaver, City Clerk of the City of EI Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. was duly passed, approved and adopted by said City Council at a regular meeting held on the day of , 2020, approved and signed by the Mayor, and attested to by the City Clerk, by the following vote.- AYES: ote: AYES: NOES: Pe 138 ABSENT: ABSTAIN: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney -5- 139 EXHIBIT "A" TO RESOLUTION NO. EXHIBIT "E" TO REVISED AND RESTATED DEVELOPMENT AGREEMENT CONDITIONS OF APPROVAL 140 The following conditions are binding upon the property owner(s) and their successors in interest, including without limitation occupants of the property. All mitigation measures in the Environmental Impact Report (SCH No. 2003121037) for Environmental Assessment No. 631, Development Agreement No. 03-1, General Plan Amendment No. 03-4 & 03-5, Zone Change No. 03-2 & 03-3, Zone Text Amendment No. 04- 1, and Subdivision No 03-7,which are reflected in the Mitigation Monitoring and Reporting Program for the Sepulveda/Rosecrans Site Rezoning Reduced Traffic Generation Alternative and Plaza El Segundo Development Reduced Traffic Generation Alternative are incorporated by this reference into these conditions of approval. DEFINITIONS 2. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in these conditions. A. "P.B.S. Director" means the City of El Segundo Director of Planning and Building Safety, or designee. B. "EIR" means the Final Environmental Impact Report for the proposed Sepulveda/Rosecrans Site Rezoning and Plaza El Segundo development project (SCH No. 2003121037), El Segundo, California. C. "ESMC" means the El Segundo Municipal Code. D. "Development Agreement" or "Agreement" refers to the Revised and Restated Development Agreement. E. "Project Area" refers to each of the developable lots on the Plaza El Segundo development Project Site as shown on Vesting Tentative Tract Map No. 061630 in the City of El Segundo, County of Los Angeles, State of California, filed on June 6, 2012, Book 1370, pages 41-51, and refers to Lot 1 of Lot Line Adjustment No. 13-04 as reflected in that Certificate of Compliance, in the City of El Segundo, County of Los Angeles, State of California, recorded on July 29, 2013, as Instrument No. 2013-1105767, of official records in the office of the County Recorder of said County. F. "Project Site" refers to the 51.7 gross/46.60 net (after street dedications) acre site generally located south of Hughes Way, east of Sepulveda Boulevard, west of Douglas Street, and north of Rosecrans Avenue. G. "Project Site Phase 113" refers to the 13.050 gross/12.63 net acre site as shown as Lot 1 of the Lot Line Adjustment No. 13-04 as reflected in that Certificate of Compliance, in the City of El Segundo, County of Los Angeles, State of California, recorded on July 29, 2013, as Instrument No. 2013-1105767, of official records in the office of the County Recorder of said County, generally located south of the Union Pacific Railroad, east of Sepulveda Boulevard, west of Douglas Street and north of Rosecrans Avenue. 141 H. "Phase IA" refers to the portion of the Project Area located north of the Union Pacific Railroad right-of-way. I. "Phase 113" refers to the portion of the Project Area located south of the Union Pacific Railroad right-of-way. J. "Sepulveda/Rosecrans Rezoning Site" refers to the approximately 110 acres generally located south of Hughes Way, east of Sepulveda Boulevard, west of Douglas Street, and north of Rosecrans Avenue which is the subject of a General Plan and Zoning Code Amendment that is being considered concurrently with the land use entitlements for the Project Area and the Project Site. 2. Except as otherwise specified in these Conditions of Approval, conditions must be satisfied before the issuance of a Building Permit for each building within the Project Area. AESTHETICS LiEhting, Before the issuance of the first Building Permit in the Project Area, the applicant must submit a Lighting Master Plan for the Project Area for the review and approval of the P.B.S. Director and the Police Chief. A Lighting Plan (construction drawings) and Photometric Study, consistent with the Lighting Master Plan must be reviewed and approved by the P.B.S. Director and the Police Department before the issuance of each Building Permit and must be installed before the issuance of each Certificate of Occupancy in the Project Area. The Lighting Plan and Photometric Study must demonstrate that the proposed project allows minimum off-site illumination but still complies with Police Department safety requirements. 4. The Lighting Master Plan must include, without limitation: a. Specific details for Foot-candle intensity; b. Specific lighting detail for parking areas and structures; pedestrian walkways; and access ways in and around buildings; On-site light fixtures that have been designed to direct the light downward and internal to the proposed project site to minimize off-site illumination; d. Specific detail regarding the location, type and height of lighting devices; e. Specific detail to illustrate compliance with the ESMC; and, 142 f. Weather and vandal resistant covers on lighting fixtures. 5. Before the issuance of each Certificate of Occupancy, the applicant must provide evidence to the P.B.S. Director and the Police Chief that outdoor lighting design has been installed in compliance with the approved Lighting Master Plan for the building that is the subject of the Certificate of Occupancy. Materials and Design 6. Before the issuance of the first Building Permit in the Project Area, the applicant must submit Final Working Drawings to the P.B.S. Director for design review. The applicant must provide a Building Materials Sample Board of the materials, colors, and elevation drawings to be utilized to the P.B.S. Director for review and approval. The design review must include, without limitation, the following design guidelines: All colors, textures, and materials on exterior elevation(s) must be coordinated to achieve a continuity of design; b. Exterior building materials must be compatible with developments in the vicinity; c. At least two primary exterior building materials (including, without limitation, stucco, stone, rock, and brick) must be used throughout the Plaza El Segundo project; d. The buildings must have contrasting accent features. Building materials must be of non -reflective coatings and glazings; e. The plans must demonstrate substantial compliance with plans and conditions approved and on file with the Planning and Building Safety Department. Any subsequent modification to the project as approved must be referred to the P.B.S. Director for a determination regarding the need for Planning Commission review of the proposed modification in accordance with the provisions of the Development Agreement; f. All buildings must be in accordance with the Project Area's Conditions, Covenants and Restrictions (CC&R's); g. All buildings must utilize energy efficient floor plans and controlled HVAC and heat generating equipment to reduce energy use for cooling and ventilation; h. All roof -mounted mechanical equipment and communications devices must be hidden behind building parapets or screens to screen these devices from off-site ground level view; i. Ground level mechanical equipment, refuse collectors, storage tanks, monitoring wells, generators, and other similar facilities must be screened from view with 143 dense landscaping and walls of materials and finishes compatible with adjacent buildings; j. Service, storage, maintenance, utilities, loading, and refuse collection and other similar areas must be located out of the view of public roadways and buildings and screened by dense landscaping and solid walls, unless the PBS Director determines such is not practicable. No chain link fences may be used for such screening; k. Walls along the north property boundary of the Project Site and walls used to screen service and storage areas must be of the same materials, colors, and finishes as adjacent buildings or compatible finishes and colors; 1. A six-foot high solid wall must be constructed along the southern property line of Lot 15 of Vesting Tentative Tract Map No. 061630 for at least a length of 200 feet from the eastern edge of the Sepulveda Boulevard right-of-way. A six-foot high wall or a fence constructed of vinyl chain link or other material must be constructed along the remaining property lines of the Project Area abutting the Union Pacific Railroad right-of-way with screening of the right-of-way with the use of landscaping, including, without limitation, vines, hedges and/or trees to the satisfaction of the P.B.S. Director. A six-foot high chain link fence or other material aesthetically compatible with existing fencing or walls in the Project Area must be constructed along the northern property line of Project Site Phase 1B abutting the Burlington Northern Santa Fe Railroad right-of-way to the satisfaction of the P.B.S. Director. Additionally, screening of the right of way with the use of landscaping, including, without limitation, vines, hedges and/or trees is required to the satisfaction of the P.B.S. Director. An eighteen -inch high, three -strand barbed wire fence may be placed upon the top of the chain link fence for the entire length of this fence (approximately 1,690 feet). in. Chain-link fences are not permitted, except as described above, and as temporary construction fencing; n. Building design will meet the City's standards for the attenuation of interior noise; o. All service areas must be located so that service vehicles have clear and convenient access and do not disrupt vehicular and pedestrian circulation; p. No loading will be permitted directly from public streets, except in designated areas as approved by City P.B.S. Director; q. All on-site utility systems including without limitation, water, electricity, gas, sewer and storm drains, must be installed underground; r. No Certificate of Occupancy may be issued unless there is substantial compliance with the aforementioned development standards and, 144 s. The Project Area site plan must be revised to provide sidewalks or other designated pathways following direct and safe routes from the Park Place right-of-way to buildings H through A-7, from the Park Place right-of-way to Pad D, and from the Sepulveda Boulevard right-of-way to Building No. 2, and any other building that may developed that is set back more than 200 feet from a public right-of-way, subject to the review and approval of the P.B. S. Director. The Project Area site plan must provide sidewalks or other designated pathways following direct and safe routes from the Sepulveda Boulevard public right-of-way and the Rosecrans Avenue public right-of-way to the entrances of the buildings and the plaza in front of the buildings, subject to the review and approval of the P.B.S. Director. Landscaping and Irrigation 7. Before the issuance of the first Building Permit in the Project Area, the applicant must submit a Master Landscape and Irrigation Plan for the Project Area. The Master Landscape and Irrigation Plan must be reviewed and approved by the City P.B.S. Director, the Director of Recreation and Parks, and the Police Chief. Landscaping for each building in the Project Area must be installed in accordance with the approved Master Landscape and Irrigation Plan before the issuance of each Certificate of Occupancy. The Master Landscape and Irrigation Plan must include, without limitation, the following: a. All landscaped areas must be provided with a permanent automatic watering or irrigation system; b. All on-site landscaped areas must be maintained by the owner in a neat and clean manner at all times; c. All landscaped areas must be designed to ensure efficient access to fire hydrants; d. Dual plumbing must be installed for reclaimed water irrigation; e. All landscaped areas must be irrigated with reclaimed water to the extent reclaimed water is available for use in the Project Area. Until such time as reclaimed water is made available, potable water may be utilized for irrigation; f. All landscaping and irrigation must comply with the City's Water Conservation regulations and Zoning Code requirements; g. All landscaping must be designed to enhance site security in accordance with Police Department policies; h. All public rights-of-way abutting the site must be landscaped; i. Landscaping that includes trees, vines, and or hedges must be incorporated along property line walls and fences for screening purposes. 145 j. All landscaped areas must include a majority of mature landscaping, including trees that are a minimum 24 -inch box size; and, k. Landscaping must be installed along property perimeters and evenly distributed throughout the employee/customer parking areas. Before the issuance of the first Building Permit in the Project Area, the applicant must provide a Landscape Plan and Architectural Plan (i.e. construction drawings), consistent with the Master Landscaping Plan, to the P.B.S. Director, Director of Recreation and Parks, and the Police Chief for review and approval. The Landscape Plan and Architectural Plan must demonstrate that errant nighttime illumination is generally screened from other potentially sensitive uses, through building design and landscape treatments. Before the issuance of the first Building Permit in the Project Site Phase 113, the applicant must provide a Landscape and Irrigation Plan and an Architectural Site Plan (i.e., construction drawings) consistent with the Master Landscaping Plan, to the P.B.S. Director, Director of Recreation and Parks, and the Police Chief for review and approval that includes the use of trees, hedges, and or vines along the eastern boundary from Rosecrans Avenue to the Union Pacific Railroad. The plant material must be placed west and in front of the property line wall or fence. The Landscape Plan must utilize decorative pavement material in the plaza and for the pedestrian entrances to the plaza. The Landscape Plan and Architectural Plan must demonstrate that errant nighttime illumination is generally screened from other potentially sensitive uses, through building design and landscape treatments. 9. Where feasible (as determined by the P.S.S. Director), the applicant must comply with the City's Water Conservation Program as set forth in the ESMC and the City's Guidelines for Water Conservation in Landscaping. Before the issuance of each Building Permit in the Project Area, the applicant's Landscape Plans must be submitted to the P.B.S. Director for review and approval. Sims 10. Before the issuance of the first Building Permit in the Project Area, the applicant must submit to the P.B.S. Director for review and approval an overall Master Sign Program for the Project Area. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must submit construction sign plans substantially consistent with the approved Master Sign Program for the review and approval of the P.B.S. Director. Before the issuance of a Certificate of Occupancy, signs must be installed in accordance with the approved Master Sign Program. The overall Master Sign Program must include, without limitation: a. Compliance with the ESMC; b. Notwithstanding any other provisions in the ESMC, no freestanding or pole signs, except as described in this Condition No. 10 and Condition No. 11 below, are permitted along the Rosecrans Avenue frontage of the Project Area; 146 c. All signs must be architecturally compatible with the proposed buildings; d. All signs must be compatible with the aesthetic objectives of the General Plan; e. No sign must impede traffic or pedestrian safety; and f. Height limitation of signs referred to in this Condition No. 10 shall be measured from the average adjacent street elevation. 11. Before the issuance of a Finial Certificate of Occupancy for the first building in the Project Area, the applicant must construct and maintain a monument sign at the northeast corner of Sepulveda Boulevard and Rosecrans Avenue announcing the entrance to the City. The sign is subject to review and approval by the City Council. The sign should be compatible with the design of the Master Sign Program for the Plaza El Segundo development project. AIR QUALITY 12. During grading and construction, dust control measures must be required in accordance with the City's Dust Control Ordinance (Chapter 7-3 of the ESMC). Grading must be discontinued during first -stage smog alerts and suspended when wind velocity exceeds 15 miles per hour. All hauling trucks must have loads covered or wetted and loaded below the sideboards to minimize dust. 13. The South Coast Air Quality Management District (SCAQMD) has promulgated rules and applicable standards including, without limitation, the following: Rule 402 - Nuisances; Rule 403 - Fugitive Dust; and Rule 2202 - On -Road Motor Vehicle Mitigation Options. The applicant must use best management practices in compliance with Rule 402 during the operation of construction equipment. Construction activities must be limited between the hours of 7 A.M. to 6 P.M., Monday through Saturday, unless such hours are extended pursuant to a Noise Permit issued by the P.B.S. Director. During the construction phase, all unpaved construction areas must be wetted at least twice daily during excavation, grading, and construction and temporary covers for stockpiles must be used to reduce dust emissions by as much as 50 percent. The applicant must ensure that all materials transported off-site will be either sufficiently watered or securely covered in compliance with Rule 403. Resultant peak daily exhaust emissions from diesel- and gasoline -powered construction equipment must be monitored to control emission levels that exceed SCAQMD screening thresholds. During construction, trucks and vehicles in loading or unloading queues must keep their engines off, when not in use, to reduce vehicle emissions. Construction activities must be phased and scheduled to avoid emission peaks, and construction must be discontinued during first- and second -stage smog alerts. On-site vehicle speed during construction must be limited to 15 mph. Before issuance of a Grading Permit for each Project Area, the applicant must provide a Construction Management Plan to the P.B.S. Director for review and approval relative to compliance with the appropriate SCAQMD standards during the construction phase. Daily records of construction hours and activities must be maintained by the applicant throughout the construction phase. 147 BUILDING CODES 14. The applicant must comply with the applicable requirements of the California Building and Fire Codes as adopted by the ESMC that are in effect at the time an application for a building permit is submitted. ENERGY 15. Before the issuance of a Building Permit in the Project Area, the applicant must provide an Energy Conservation Plan to the P.B.S. Director for review and approval. The Energy Conservation Plan must incorporate energy conservation features in accordance with the requirements of the City and State. Before the issuance of each Certification of Occupancy, the applicant must provide evidence to the P.B.S. Director that the approved energy conservation features have been installed and will be maintained. 16. If a substation will be constructed, the Applicant must develop plans, projected loads, and a master plan for scheduling to the satisfaction of Southern California Edison. FIRE 17. Before the City issues a building permit, the applicant must provide Fire Life Safety Plans to the P.B.S. Director and the Fire Chief for review and approval, which include, without limitation, the following: a. Fire lanes; b. Fire lane signing; c. Fire lane access easements or other recorded documents to the reasonable satisfaction of the City Attorney; d. Fire lane accessibility; e. Gas detection systems; f. Minimum acceptable flow from any fire hydrant must be 2,500 gallon per minute, calculated at 20 psi; g. Sprinklers within structures; h. Underground looped fire mains, sprinklers, fire pumps, and fire alarms; i. Emergency generators; j. Any above ground or underground storage tanks including elevator sumps and condensation tanks; .• k. Documentation that the on-site fire mains will be maintained; 1. Fire safety precautions during demolition and construction; in. Emergency site access during construction; n. Permanent fire department access; o. Fire hydrant locations; p. Any proposed fire sprinkler and fire alarm systems; and q. Before the issuance of each Certificate of Occupancy, the applicant must demonstrate to the Fire Department that the development complies with the Fire Life Safety Plan, and that any required easements were properly dedicated and recorded. 18. Before the issuance of a Building Permit in the Project Area, the applicant must develop and submit an Evacuation Plan and Procedures for review and approval by the Fire Department. Before the issuance of each Certificate of Occupancy, the applicant must provide evidence to the P.B.S. Director, and the Fire Department that the approved Evacuation Plan and procedures were implemented or are operational as appropriate. 19. The applicant must provide an automatic fire sprinkler system throughout each building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 13. 20. The applicant must provide an automatic fire alarm system throughout each building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 72. 21. The applicant must provide a certification from the underground petroleum pipeline owner/operator that the proposed project will not encroach into any foundations or structures within the pipeline right-of-way without the underground petroleum pipeline owner/operator's approval. The certification must be provided with the initial plan review documents. 22. There is a railroad right-of-way on the north side of the Phase 1 B property. Access doors and ladders with a maximum 300 -foot spacing must be provided to provide access to the railroad right of way in case of a train derailment or incident to the satisfaction of the Fire Department. The access doors and ladders must have approved Knox Company Knox Padlocks installed. 23. If any fire features are proposed for the project, the applicant must provide the following conditions for any fire feature: 149 a. A barrier must be provided around the fire feature to prevent accidental access to the fire feature. b. The distance between the fire feature and combustible material and furnishings must meet the fire feature's listing and manufacturer's requirements. c. If the fire feature's protective barrier exceeds ambient temperatures, all exit paths and occupant seating must be a minimum 36 inches from the fire feature. 24. Before the issuance of a Grading or Building Permits in the Project Area, the applicant must provide a Construction Safety Plan to the P.B.S. Director and Fire Department for review and approval. The Construction Safety Plan must document construction and staff training procedures to ensure that best management practices during project grading and construction will be utilized. The Construction Safety Plan must identify an awareness program for the subgrade installation of utilities and the potential for worker exposure to related emissions, especially during excavation. Compliance with this measure must be verified by the P.B.S. Director before permit issuance. 25. Before the issuance of each Building Permit in the Project Area, all hydrants determined necessary by the Fire Department and the P.B.S. Director must be installed in accordance with approved plans and specifications. Fire hydrants must be spaced no greater than 300 feet apart. One private hydrant must be provided for each structure and each structure must be sprinklered in accordance with the California Building Code (CBC) and the National Fire Code (NFC). 26. Pursuant to ESMC §§ 15-27A-1, et seq., and before building permits are issued, the applicant must pay a one-time fire services mitigation fee as provided in City Council Resolution No. 4687. GEOTECHNICAL (GRADING, TOPOGRAPHY, SOILS AND DRAINAGE) 27. Before the issuance of a Grading Permit for the Project Area or a portion thereof, the applicant must prepare and submit a Grading Plan for review and approval by the P.B.S. Director and the Director of Public Works. The Grading Plan must include, without limitation: a. The Grading Plan must demonstrate compliance with applicable provisions of the ESMC and City policies and requirements; b. The Grading Plan must show cross sections for any grading purpose and the location of and extent of existing and planned sewer easements and facilities; c. Grading depths must not encroach upon or damage the existing sewer lines on the property; d. Haul routes for import/export trucks and other heavy construction related vehicles must be approved by the Director of Public Works; 150 No haul routes may travel through the City of Manhattan Beach during A.M. or P.M. peak hours; f. All grading must be accomplished in accordance with the recommendations of an independent Geotechnical and Geological Report to be submitted by the applicant and reviewed and approved by the City; g. The Grading Plan must detail where special restrictions apply due to soil contamination, if applicable; h. Additional information, as required through the plan check process, must be included as appropriate; i. Final grading activities must be coordinated with the City Engineer at the time the Grading Permit is issued; and, j. Compliance with the above measures must be verified by the P.B.S. Director before issuance of each Certificate of Occupancy. HAZARDS 28. Before the issuance of a Grading Permit for the Project Area or a portion thereof, the applicant must submit documentation from the Los Angeles Regional Water Quality Control Board ("LARWQCB") evidencing approval of completion of the Interim Remediation Measures and approval of the Final Remedial Action Plan for the Project Area for the area covered by the Grading Permit. 29. The applicant must comply with any permit requirements imposed by the LARWQCB and/or the Department of Toxic Substances Control ("DTSC"), or any other applicable regulatory agency related to development and/or grading on the site. 30. Before the issuance of a Grading Permit, the applicant must provide any appropriate hazardous materials safety training for all City employees needed to implement the project. If required, the training must be related specifically to safety issues that may arise during site grading and construction due to the soil contamination that may exist in the site. All training must be completed to the reasonable satisfaction of the P.B.S. Director, and the Fire Chief. NOISE 31. During the construction phase of the project, activities will be allowed between the hours of 7 A.M. to 6 P.M., Monday through Saturday, and prohibited at any time on Sundays and federal holidays, unless such hours are extended pursuant to a Noise Permit issued by the P.B.S. Director. Compliance for the operations phase will meet with the placement, screening, and maintenance standards for all external mechanical equipment. The proposed project must be designed to ensure that noise generated by the proposed project operations does not exceed the City's noise standards, as established by the ESMC, for on-site or off-site receptors. A 151 noise monitor must be designated according to the relevant codes. Before issuance of a Grading Permit for each Project Area, the City must designate a Noise Ordinance ComplianceNerification Monitor. Before the issuance of a Building Permit for each Project Area, the applicant's Final Working Drawings must be submitted to the P.B.S. Director for review and approval relative to compliance with the City's Noise Ordinance. POLICE / SAFETY 32. Before the issuance of the first Building Permit, the applicant must submit an overall Security and Crime Prevention Plan, to the P.B.S. Director and the Police Department for review and approval, which must address, without limitation, the following: a. Lighting; b. Addressing (minimum height of 4" to 24"); c. Trash dumpsters (including space for recyclable materials); d. Indoor and outdoor security cameras installed at strategic locations, including employee and other vehicle parking areas; e. Parking lots and structures; f. Fences, walls; g. Security hardware; h. Office; i. On-site security personnel; j. Locker rooms; k. An Evacuation Plan and Procedures; 1. The employment of security personnel who will monitor and patrol the proposed Project Site, including employee and other vehicle parking areas, and coordinate with public safety officials; m. The installation of lighting in entryways, elevators, lobbies, and parking areas designed to eliminate potential areas of concealment; n. A diagram of the proposed project, which will include access routes, and any information that might facilitate emergency response; 152 o. Compliance with all applicable items on Police Department checklist memo dated April 12, 2004, attached as Exhibit F -1/C-1, with the exception that parking is permitted on the north side of the Project Area between the main row of buildings and the northern property line; and, p. All Security and Crime Prevention Plan measures must be installed in conformance with the approved plans and must be operational before the issuance of a Certificate of Occupancy. 33. Before issuance of the first building permits, the applicant must submit a photometric light study to the Police Department for review and approval. 34. Pursuant to ESMC § § 15-27A-1, et seq., and before building permits are issued, the applicant must pay a one-time police services mitigation fee as provided in City Council Resolution No. 4687. 35. The applicant must provide, at no cost to the City of El Segundo, a minimum of 240 square feet of office space to be used by the El Segundo Police Department as satellite office space to provide Police services on the east side of Sepulveda Boulevard. PROJECT DESCRIPTION Plans 36. The City of El Segundo requires development project applicants to prepare and submit Final Working Drawings for review and approval. The applicant must provide Final Working Drawings that comply with Policies and Requirements and these conditions of approval. The Final Working Drawings must indicate proposed uses, building sizes and heights, and the specific location of structures, loading docks, staging areas, parking layout, landscaped areas and recreational amenities. The Final Working Drawings must include vehicular, pedestrian and bicycle access, on- and off-site circulation, and linkage to other key elements in the site vicinity, including the MTA Green Line. The Final Working Drawings must indicate building materials and architectural design elements that will be utilized in the construction of the proposed structures. The Final Working Drawings must include information on security lighting and hardware and other detail required for compliance with the City's security, safety and crime prevention standards. The Final Working Drawings must demonstrate compliance with the California Building Code, California Mechanical Code, California Plumbing Code, California Fire Code, California Sign Code, and California Electrical Code, and approved Fire Life Safety Systems. In addition, the Final Working Drawings must clearly indicate the location of all entrances and exits, including emergency vehicle access. All parcel buildings and structures must be located in proximity to the proposed parcel lines such that they meet all requirements for exterior wall and opening protection. Additional information, as required through the plan check process, must be included as appropriate. Before the issuance of a Building Permit for the Project Area, the applicant must coordinate with all applicable City and applicable County agencies to prepare and submit Final Working Drawings to be approved by the P.B.S. Director, the Department 153 of Public Works, the Fire Department and the Police Department. Before the issuance of a Certificate of Occupancy for each building, the applicant must provide evidence to the P.B.S. Director, the Department of Public Works, the Police Department, and the Fire Department that Code and policy requirement conditions have been met. 37. The Plaza El Segundo development project is allowed to develop up to a maximum of 517,292 gross square feet, consisting of a combination of uses as permitted by C-4 Zone and limited by the Development Agreement as long as the total AM, PM peak, daily, and Saturday midday peak trip generation established in the EIR for the project as a whole is not exceeded. 38. The maximum project size may be reduced as determined by the vehicle trip generation for each use. The Sepulveda/Rosecrans Site Rezoning and Plaza El Segundo development project permit the following vehicle trips: MAXIMUM PERMITTED AM PM Dail Saturday TRIPS y Midday Sepulveda/Rosecrans Site 1,033 2,346 25,859 3,379 Rezoning Plaza El Segundo Development 779 1,477 16,645 2,205 Project For Phase IA - The trip generation shall be determined using the rate set forth in the current edition of the Institute of Transportation Engineers (ITE) Trip Generation Manual for Land Use Code 820 (shopping center) provided that the following conditions are met as further set forth in the Alternative Trip Generation Methodology prepared by Fehr & Peers dated July 11, 2017: 0 The amount of restaurant and entertainment uses does not exceed twenty percent (20%) of the total square footage; r No individual fitness use exceeds 10,000 square feet. If an individual fitness use exceeds 10,000 square feet, the trip generation for such use must be determined using the rate for that use as set forth in the current edition of the ITE Trip Generation Manual; • No individual office use exceeds 5,000 square feet. If an individual office use exceeds 5,000 square feet, the trip generation for such use must be determined using the rate for that use as set forth in the current edition of the ITE Trip Generation Manual. For Phase 1B - The trip generation for each use and building must be determined using the rates as set forth in the current edition of the ITE Trip Generation Manual, as further set forth in the Alternative Trip Generation Methodology prepared by Fehr & Peers dated July 11, 2017. For both Phase IA and Phase 1B - Trip adjustments for internal capture and pass -by reductions will be in accordance with the adjustments in the Traffic Impact Study in the FEIR (EA No. 63 1) approved on March 1, 2005. Trip adjustments for transit reductions will be in 154 accordance with the adjustments in the Traffic Impact Study in the Addendum to the FEIR (EA No. 768) approved on February 19, 2008. 39. In order to keep track of the vehicle trip generation, the applicant shall submit a trip generation chart based on existing uses. The chart shall be updated and submitted to the City for approval each time a vacancy is filled or a tenant space changes ITE Land Use Codes. 40. Uses on the Property shall be limited to the following percentages of Sales Tax Generating versus Non -Sales Tax Generating Uses in each Phase. For purposes of the calculation, the percentage is based on total gross leasable area. AREA Phase I — Plaza El Segundo Phase 1 B —The Point Sales Tax Generating Uses 60 % minimum 60% minimum Non - Sales Tax Generating Uses 40% maximum 40% maximum 41. In order to keep track of the sales tax versus non sales tax generating uses, the applicant must keep a chart of uses for each of the three areas which must be updated and submitted to the City for approval each time a vacancy is filled or a tenant space changes uses. For purposes of condition 40 and this condition, "Sales Tax Generating Uses" includes retail sales uses (including grocery stores), restaurants and cafes, bars, and micro -breweries. "Non -Sales Tax Generating Uses" includes financial institutions, day spas, fitness centers, farmers' markets, offices of all types, personal services, recreational facilities, public assembly/assembly halls (including theaters and museums), video arcades, billiard establishments, and veterinary services. The City's Finance Director, in his/her discretion, will determine whether any use not specifically listed here should be classified as Sales Tax Generating or Non -Sales Tax Generating. The Finance Director's determination may be appealed to the City Council. Any such appeal must be made in writing and delivered to the City Clerk within ten calendar days of the Director's decision. 42. The City of El Segundo requires development project applicants to prepare and submit a Construction Management Plan for each Project Area for review and approval by the P.B.S. Director and Director of Public Works. The Construction Management Plan must consider all stages of construction, including grading, dirt hauling, employee travel, materials delivery, etc. The Construction Management Plan is also required for review and approval by the P.B.S. Director and Department of Public Works for the installation of any utilities, including telecommunication utilities, in the public right-of-way. Such a plan must include, without limitation, traffic control measures for any lane closures. The Construction Management Plan must identify the types and approximate number of construction vehicles to be utilized and must provide haul routes, staging area information and needed road or lane closures. The plan must include, but not be limited to construction hours, construction trailer locations, construction and staging areas, construction crew parking, parking/access plan (including truck haul routes), construction methods and schedules. No haul routes are 155 permitted through the City of Manhattan Beach during A.M. and P.M. peak hours. All staging areas must be on-site. During construction, the areas of construction must be enclosed by a six-foot high chain link fence, except those areas that have additional fencing requirements. Gates of site fencing must be located at driveways and must not open over sidewalk/public right-of-way. During construction, trash must be removed from the Project Site regularly and promptly. At the end of each construction day, all open trenches must be completely closed or covered, or secured in accordance with Cal OSHA standards. All gates and access points to the construction area must be locked and/or fully secured at the end of construction each day. The applicant must provide a twenty-four hour, every day contact person/liaison to receive and respond to complaints during construction. 43. Before the issuance of a Grading or Building Permit for the Project Area, the applicant must provide evidence to the P.B.S. Director that grading or any construction on property or within easements not owned or controlled by the applicant has been approved by the property owner or easement holder. Separate Grading and/or Building Permit(s) must be obtained by the applicant with the easement holder as co -applicant, if needed. 44. Before the issuance of a Building Permit for the Project Area, the applicant must submit plans and specifications for any new curbs, sidewalks, driveway approaches, wheelchair ramps, and asphalt concrete (A.C.) pavement, that must be constructed/reconstructed in the public right-of-way for any missing public segments/areas on the perimeter of the Project Site, as reasonably required by the Director of Public Works. Any existing driveways and other paved areas on the perimeter of the Project Site that will not be incorporated into the development must be removed and replaced with standard curb and sidewalk. Before issuance of a Certificate of Occupancy for the building that is the subject of the Building Permit, the applicant must install the required public improvements per the approved plans to the reasonable satisfaction of the Director of Public Works. 45. The applicant must submit either a Lot Line Adjustment or Lot Merger application after the recording of Final Map 061530, to realign the two parcels south of Union Pacific Railroad to match the proposed locations of the buildings to maintain conformity with the development standards in the ESMC. DEDICATIONS AND FEES 46. The applicant must dedicate approximately 3.47 -acres of the "Project Site" to the City for the construction of the extensions of Park Place and Allied Way, as required in Development Agreement No. 04-1 and as depicted on Vesting Tentative Map 061630. Such dedication shall occur through and upon recordation of the Final Map. 47. The applicant must dedicate an eight -foot wide easement for use of a bicycle path to be located in the landscaped front setback of the subject property in compliance with the Circulation Element of the General Plan and South Bay Bicycle Plan to the satisfaction of the Public Works Department and the Planning and Building Safety Department. The exact 156 alignment will be determined by the Public Works Department and the Planning and Building Safety Department. The City acknowledges that this dedication has been made. 48. The applicant must dedicate approximately 0.50 -acres of the "Project Area" to the city for roadway widening along the east side of Sepulveda Boulevard, as required in Development Agreement No. 03-1 and as depicted on Vesting Tentative Map 061630. An easement may be provided in lieu of a dedication, only if Caltrans will not accept the dedication and will only accept an easement. A dedication may be provided for the Phase IA portion of Sepulveda Boulevard and an easement may be provided for the Phase 1B portion of Sepulveda Boulevard or conversely an easement may be provided for the Phase IA portion of Sepulveda Boulevard and a dedication may be provided for the Phase 1B portion of Sepulveda Boulevard. Such dedication and/or such easement shall occur through and upon recordation of the Final Map. 49. Pursuant to ESMC §§ 15-27A-1 etseq., and before building permits are issued, the applicant must pay a one-time parks facilities mitigation fee as provided in City Council Resolution No. 4687. 50. The applicant may modify the location of the parcel boundaries as approved on Vesting Tentative Tract Map No. 061630, consistent with the development standards in the C-4 Zone to accommodate the size and location of the individual buildings, before recordation of Final Tract Map No. 061630, provided a maximum of 20 parcels are created. 51. Before the recording of the Final Map, the applicant must record a lot tie covenant if any buildings are to be constructed across existing lot lines or if any building location does not meet the development standards of the Commercial Center (C-4) Zone due to the location of the existing lot lines. No Certificates of Occupancy shall be granted for any use or structure until the recording of the Final Map. Accordingly, construction that proceeds before the recording of the Final Map is done at the Developer's risk that a Certificate of Occupancy will not be issued. 52. After the recording of the Final Map, the applicant must submit a Lot Line Adjustment application, if necessary, to realign any parcels to match the proposed locations of the buildings to maintain conformity with the development standards in the ESMC. 53. The applicant must maintain all existing easements on the site if the easement is still required by its grantee. 54. The applicant must provide reciprocal access agreements, subject to review and approval by the City Attorney, between any parcels that do not have independent direct vehicle access to a public right-of-way. Such agreements must be recorded before issuance of any Certificate of Occupancy for a building on an affected parcel. 55. Before the issuance of a Rough Grading Permit for the Project Area, the applicant must provide funds in trust to the P.B.S. Director to cover the reasonable costs, including City consultants' and legal costs and fees, of the monitoring of the conditions of approval and 157 adopted mitigation measures associated with rough grading. Before the issuance of a Final Grading Permit, the applicant must provide funds in trust to the P.B.S. Director to cover the first year costs, including City consultants' and legal costs and fees, of the monitoring of the conditions of approval and adopted mitigation measures, not associated with rough grading. Costs may include, without limitation, costs for traffic reviews, stormwater review, biological resource monitoring, soil remediation review, and review of easements, dedications and other agreements. Costs that would be associated with rough grading do not include costs for traffic reviews and review of easements and dedications. Annually thereafter, the applicant must replenish funds as deemed necessary by the P.B.S. Director to cover the reasonable costs, including City consultants' costs for each year. The P.B.S. Director, at his discretion, may hire a consultant to coordinate and monitor compliance. 56. Before the issuance of a Grading Permit, Building Permit, or Certificate of Occupancy, as the case may be, the applicant must provide evidence to the P.B.S. Director that all adopted mitigation measures have been or will be implemented pursuant to the project's mitigation monitoring plan. Compliance with this measure must be verified by the P.B.S. Director. CONSTRUCTION REQUIREMENTS 57. All work within the City public right-of-way must be in accordance with the latest edition of the Standards Specifications for Public Works Construction and City of El Segundo Standard Specifications. No work must be performed in the public right-of-way without first obtaining a Public Works Encroachment Permit. 58. Before the issuance of a Grading or Building Permit for the Project Area, the applicant must provide evidence to the reasonable satisfaction of the P.B.S. Director that all applicable permits from other agencies have been obtained including, without limitation, LARWQCB, Caltrans, State Water Quality Control Board's National Pollution Discharge Elimination Systems (N.P.D.E.S) Permit, South Coast Air Quality Management District, and Los Angeles County Department of Public Works. 59. Following the receipt of all requisite permits, the applicant must notify the P.B.S. Director of the date that construction will commence. 60. At such time deemed necessary by the P.B.S. Director, the applicant must provide an on-site inspection office trailer for the use of City inspection personnel. STORMWATER (GROUND HYDROLOGY AND GROUND WATER QUALITY) 61. The Los Angeles Regional Water Quality Control Board has promulgated rules and standards including, without limitation, obtaining an NPDES Permit and regulations related to underground and above ground storage tanks. The applicant's compliance with LARWQCB will ensure compliance with the applicable sections of the California Water Code (Section 13260), the Clean Water Act, and the Porter -Cologne Water Quality Control Act. The applicant must ensure that any on-site tanks for use in the storage of fuels, wasted oil, 158 solvents or other chemicals, which are located either above ground or underground, must be placed, constructed and maintained in accordance with the requirements of the LARWQCB. 62. The applicant must adhere to any relevant requirements of the LARWQCB regarding development of the site. The applicant must prepare a Storm Water Pollution Prevention Plan (SWPPP) which will demonstrate best management practices relevant to compliance with LARWQCB requirements and the California General Construction Permit. Before the issuance of a Grading Permit for the proposed project, the applicant must provide a SWPPP to the LARWQCB, the P.B.S. Director and Fire Department for review and approval relative to compliance with the provisions and requirements of the LARWQCB. Before issuance of a Building Permit for each Project Area, the applicant must apply for the appropriate notifications and/or registrations for any on-site storage tanks. The applicant must provide a copy to the City of the Notice of Intent required by the LARWCQB. 63. Before the issuance of a final Grading Permit and/or Building Permit for each building in the Project Area, the applicant must provide a drainage plan for that portion of the Project Area affected that eliminates pollutants to surface runoff as required by NPDES requirements. The drainage plan must be reviewed and approved by the P.B.S. Director and Director of Public Works. Before the issuance of a Certificate of Occupancy for each building, the applicant must demonstrate that the drainage plan has been implemented and is effective to the reasonable satisfaction of the P.B.S. Director and Director of Public Works. 64. Before the issuance of a Building Permit for the Project Area, the applicant must provide evidence to the P.B.S. Director and Director of Public Works that pavement on-site must be adequately applied to prevent soil erosion. Further, paved areas on-site must be regularly maintained (i.e., all cracks repaired and debris removed on a regular basis) to prevent soil erosion. The applicant must install improvements pursuant to the approved plans before final sign -off of the Permit. Before the issuance of a Grading or Building Permit for each building in the Project Area, the applicant must provide evidence to the P.B.S. Director and Director of Public Works that on-site drainage must be directed to existing storm drains. The applicant must install said improvements per the approved plans before final sign -off of the Permit. 65. Before the issuance of any Grading or Building Permit for the Project Area, the applicant must prepare a Standard Urban Stormwater Mitigation Plan (SUSMP) and provide evidence to the P.S.S. Director and Director of Public Works that the project area that is the subject of the Grading or Building Permit complies with City of El Segundo Urban Runoff Pollution Prevention Controls (Title 5 - Health and Sanitation, Chapter 7 - Standards Urban Stormwater Mitigation Plan Implementation of the El Segundo Municipal Code). The applicant must install said improvements per the approved plans before final sign -off of the Permit. 66. Before the issuance of a Grading or Building Permit for each building in the Project Area, the applicant must provide evidence to the P.B.S. Director and Director of Public Works that: 159 Collection basins to reduce silts in storm water before runoff drainage to the Los Angeles Flood Control System have been adequately incorporated into the project design; b. On-site catch basins have been designed and constructed to screen out larger matter to prevent flooding of the project site resulting from debris caught in the drainage canal; c. Drainage channels within parking lot and paved areas have been be designed and constructed to direct storm water and/or irrigation run-off to collection basins provided on-site; d. On-site drainage and hydrology improvements have been designed in conformance with applicable standards of the City of El Segundo and the Los Angeles County Department of Public Works, including policies in the Public Safety Element of the City's General Plan; The project is in compliance with applicable permit requirements of the Los Angeles County Department of Public Works or Los Angeles County Flood Control District; f. On-site drainage and hydrology improvements have been designed using the necessary hydraulic/hydrology and structural calculations required for permitting by the Los Angeles County of Department of Public Works: and, g. All on-site development is consistent with a Hydrology and Drainage Study and the Final Working Drawings, as approved by the City; and, h. Before the issuance of any subsequent Permit `Final Inspection Approval' for the proposed project, the applicant must provide evidence to the P.B.S. Director and Public Works that all the improvements herein have been constructed in compliance with the appropriate regulations and specifications. TRANSPORTATION/CIRCULATION/PARKING 67. If the Los Angeles Congestion Management Plan (CMP) requires the City to track the debits/credits associated with development in the City, before the issuance of the first Building Permit for the Project Site, the applicant must provide Los Angeles County Congestion Management Plan (CMP) Debit/Credit Calculations, and a Phasing Plan for CMP related improvements, to the P.B.S. Director and Public Works for review and approval. The calculations must include only programs which meet all the minimum criteria (e.g., density) contained in the CMP. Before the issuance of a Certificate of Occupancy for the building, the applicant must provide evidence to the P.B.S. Director that the proposed project CMP debits/credits related improvements were implemented and balanced on the Project Site in accordance with the approved phasing plan. Compliance with this measure must be verified by the P.B.S. Director before permit issuance. As may be applicable, the 160 City will give credit for CMP related improvements towards the applicant's traffic mitigation impact fee, as appropriate. 68. Before the issuance of a Building Permit for the Project Area, the applicant must provide a Pedestrian Access/Circulation Plan to the P.B.S. Director, Recreation and Parks Director, and Police Chief for review and approval. The Plan must identify the location of pedestrian, bicycle accesses and indicate linkage to other key elements in the site vicinity, and within the project itself, including parking areas, building entrances, bicycle racks, recreational elements, etc. The Plan must reflect a safe movement pattern, which does not significantly conflict with vehicular movement and parking access areas. Before the issuance of a Certificate of Occupancy for each Project Area, the applicant must provide evidence to the P.B.S. Director, Recreation and Parks Director, and Police Chief that the approved pedestrian and bicycle access features have been installed and will be adequately maintained per the approved plan. 69. Before the issuance of each Building Permit in the Project Area, the applicant must submit a detailed Traffic, Circulation and Parking Plan, prepared by a licensed traffic engineer, for review and approval by the Director of Public Works, the P.B.S. Director, the Police Chief, the Fire Chief, and the City's Traffic Engineer. Alternatively, such a plan may be submitted for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. The Traffic, Circulation and Parking Plan must include, without limitation, the following: a. An analysis of the estimated traffic generation for the building(s); b. Sight distances for each structure and parking area associated with the building(s); c. An analysis of the traffic volumes at each driveway or intersection associated with the building(s) in order to determine if any offsite improvements are warranted (i.e., deceleration lanes, left -turn pockets, new or modified traffic signals, etc.) that were not analyzed in the EIR due to the approximation of building locations in the EIR; d. Any new traffic signals or modifications to existing traffic signals must be subject to the review and approval of the Los Angeles County Department of Public Works. The applicant must pay the applicable county costs to provide plan check and inspection services; e. The applicant must dedicate any on-site land required to accommodate any required intersection and roadway improvements (e.g., deceleration lanes) and the new Park Place and Allied Way roadway extensions through the recording of the Final Map, which may be after building permit issuance, but must occur before issuance of a Certificate of Occupancy for any building in the Project Area; f. All truck circulation; g. Customer/employee parking; 161 h. All access points to the project site, which should be aligned with existing driveways and intersections where possible; i. Off-site circulation improvements; j. All median modifications, if necessary; k. All dead end aisles eliminated to satisfy City Codes; 1. All truck turning radii; in. The location of required loading spaces; n. An analysis that shows the location and the timing of construction of the required parking for the building or Project Area; o. Pedestrian crossing areas of the public roadways must be called out on the plans and appropriately designated; p. All parcels and structures must be connected by an accessible route of travel that meets the requirements of Title 24 of the California Building Code and, q. Final site plan approval for each building(s) must be contingent upon fulfillment of the above traffic design review requirements. All Circulation and Parking Plan improvements which require installation must be installed before the issuance of each Certificate of Occupancy for the building(s) which are the subject of the Traffic, Circulation and Parking Plan. Compliance with these requirements must be verified by the Director of Public Works, the P.B.S. Director, the Police Chief, the Fire Chief, and the City's Traffic Engineer before the issuance of a Certificate of Occupancy. 70. The applicant must install "No Parking" and other traffic signs on the Park Place and Allied Way roadway extensions, as required by the Public Works Department. The applicant must install "No Parking" and other traffic signs on Sepulveda Boulevard and Rosecrans Avenue, as required by the Public Works Department. 71. The applicant must provide handicap accessible pedestrian walkways, with a minimum five- foot width. Any roadways dedicated to the City as public roadways may have handicap accessible pedestrian walkways within the public right-of-way instead of locating them on private property. 72. Before the issuance of the first Building Permit for the Project Area, the applicant must submit Final Working Drawings to the P.B.S. Director for review and approval that shows that all handicapped, carpool, vanpool, motorcycle, and bicycle parking and other TDM and TSM physical requirements have been provided as required by the City. All TDM/TSM 162 physical improvements required by City regulations must be installed before the issuance of each Certificate of Occupancy. 73. Before the construction of the portion of the Park Place roadway for the proposed project that would intersect Sepulveda Boulevard and any other improvements on Sepulveda Boulevard, the applicant must secure a Caltrans Encroachment Permit to alter Sepulveda Boulevard as set forth in the EIR. The alterations to Sepulveda Boulevard must be in accordance with relevant Caltrans Encroachment Permit requirements and conditions and must be shown on the Final Working Drawings. The applicant is responsible for the costs of modifications and construction of all the roadway extensions and widenings that will be dedicated to the City. Before the issuance of a "Final Inspection Approval' of the roadway improvements, the applicant must install the intersection improvements. The improvements must be reviewed and approved by the City Traffic Engineer, and P.B.S. Director. 74. Prior to the issuance of a Certificate of Occupancy for any building in the Project Area, the new roadways, including any medians, sidewalks, curbs, and gutters must be constructed in accordance with applicable Department of Public Works construction standards for a public roadway with the minimum dimensions required by the Circulation Element of the El Segundo General Plan, and must comply with applicable requirements of the Americans with Disabilities Act (ADA), as well as City requirements for traffic signage, street lighting, drainage plans, and underground utility service, subject to the review and approval of the Director of Public Works. The applicant must be responsible for the design and construction of the new roadways. 75. Before the City issues a certificate of occupancy for any buildings constructed south of the Union Pacific/Burlington Northern Santa Fe Railroads, the new on-site and off-site roadway improvements, including any medians, sidewalks, curbs, and gutters must be constructed in accordance with applicable Department of Public Works construction standards for a public roadway with the minimum dimensions required by the Circulation Element of the El Segundo General Plan to the satisfaction of the Director of Public Works and the Director of Planning and Building Safety, and must comply with applicable requirements of the Americans with Disabilities Act (ADA), as well as City requirements for traffic signage, street, lighting, drainage plans, and underground utility service, subject to the review and approval of the Director of Public Works. Additionally, the roadway improvements along Rosecrans Avenue must be consistent with the design analyzed in the Addendum to the FEIR, including, but not limited to the lane configurations, deceleration lane design at Village Drive, and lengths of left turn pockets at Rosecrans Avenue and Sepulveda Boulevard and at Rosecrans Avenue and Village Drive. The applicant must be responsible for the design and construction of the new roadways. 76. The applicant must install off-site traffic related mitigation measures as set forth in the EIR and MMRP at the time when amount of building (floor area or vehicle trips) triggers the impact for which the mitigation measure is based, as documented in the required Traffic, Circulation, and Parking Plan. 163 77. Before the issuance of each Building Permit for the Project Area, the applicant must submit a temporary lane closure plan for review and approval by the Director of Public Work, Fire Chief and Police Chief if lane closures will be required during construction for a particular building to insure construction vehicles, equipment and supplies do not interfere with local emergency response routes and incidences. 78. Driveway entrances must be clearly marked, as well as different areas of the parking lot, to ensure visiting vehicles do not accidentally enter the truck staging area. 79. The applicant must coordinate construction lane closures with the Director of Public Works, Police Chief and Fire Chief. 80. Before the issuance of each Certificate of Occupancy for a building in the Project Area, the applicant must pay a Traffic Impact Mitigation Fee. The amount will be based upon the adopted Traffic Impact Mitigation Fee in effect at the time of issuance of a Certificate of Occupancy. 81. Shower and lockers for employees must be provided in sufficient number, as determined by the P.B.S. Director for each tenant in the Project Area exceeding 50,000 square feet. 82. The applicant must submit a Transportation System Management (TSM) Plan, pursuant to the requirements of Chapter 15-17 of the ESMC within 90 days of issuance of the first Certificate of Occupancy in the Project Area. UTILITIES 83. Before the issuance of the first Building Permit for the Project Area, the applicant must provide a Utility Plan to the P.B.S. Director and Public Works for review and approval. The Utility Plan must demonstrate that all on-site utilities, including fiber optic utility lines from each building to the public right-of-way, are placed underground. The applicant must assume the costs for the relocation of all utilities, without limitation, light poles, electrical vaults, and fire hydrants within the Project Area or Project Site Before the issuance of a Certificate of Occupancy for each building that is the subject of the Building Permit, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that the approved Utility Plan improvements has been installed and appropriate access provided per the approved plan. 84. Before the issuance of the first Building Permit for the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that proposed utility service improvements will be of a quality reasonably acceptable to the P.B.S. Director. The developer must encourage and promote a high quality, efficient, and sustainable development through the incorporation and utilization of the best and most cost-effective electrical, natural gas, communications, sewage handling, water conservation, and solid waste disposal equipment and systems. Compliance with this measure must be verified by the P.B.S. Director before Building Permit issuance. 164 85. On-site utilities on private property within the project site, including without limitation, storm drains, stormwater detention basins, water and sewer mains, must be owned and maintained by the developer and a connection point to a public main established. 86. Before the issuance of a building permit, the applicant must obtain utility easements for the utilities located on private property within the Project Area that cross through adjacent private property and/or utilities that are used or shared by two or more parcels. 87. Encroachment Permits for work in the public right-of-way must be obtained from the Engineering Division of the Public Works Department. A Grading Permit is also required when import or export of dirt exceeds fifty cubic yards. 88. Overload permits are required for dirt and material hauling on City streets. 89. No material storage is allowed in the public right-of-way except by Encroachment Permit issued by the Engineering Division of the Public Works Department. If material storage is allowed in the public right-of-way, it must be confined to parkway areas and street parking areas, as long as safe and adequate pedestrian and vehicular passage is maintained at all times as determined by the Engineering Division. Storage beyond these areas in the public right- of-way requires prior approval of the Public Works Director and must be limited to a maximum period of 24 hours. 90. Before the issuance of the first Building Permit for the Project Area, the applicant must submit Street and Public Right -of -Way Improvement Plans for review and approval to the Director of Public Works and P.B.S. Director. Said plans must include any required dedications and sidewalks in accordance with City standards necessary for the building that is the subject of the Permit. Sidewalks are required on both sides of all public streets within the Project Area. Before the issuance of a Certificate of Occupancy for each building that is the subject of the Permit, the applicant must dedicate any required right-of-way and install all sidewalks in accordance with plans and specifications approved by the City. Alternatively, the applicant may submit Street and Public Right -of -Way Improvement Plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 91. The Los Angeles County Sanitation District requires a Buildover Permit for construction over its sewer easements. The applicant must demonstrate through its Grading Plans in the Project Area that all alterations to final sewer easements, relocation of sewer manholes, and rights of way must be in accordance with relevant Buildover Pen-nit(s) to allow the construction of the proposed project and other project components over any sewer easements. Before the issuance of the affected Grading Permits for the proposed project, the applicant must provide evidence to the P.B.S. Director that any necessary Buildover Permit(s) has been obtained or the easement(s) has been relocated. 92. Before issuance of the first building permit in the Project Area, the applicant must inspect the existing sewer laterals that connect to the City sewer mains in the area with closed circuit television (CCTV) to determine the condition of the existing infrastructure that will serve the 165 project. All reports and copies of CCTV videos must be submitted to the Department of Public Works. 93. If new sewer laterals are required and constructed in the public right-of-way, they must be a minimum of six inches inside diameter. Material must be "vitreous clay pipe." Each lateral must have a six-inch clean-out brought to grade at the property line and securely capped. A B9 size box must be placed around the clean-out for protection. The box must have a cover properly marked with the word "sewer." If in a traffic area, the cover must be traffic approved. All elevations of planned sewer connections must be reviewed and approved by the Director of Public Works before starting construction. Existing sewer laterals must be plugged at the sewer mainline and capped at the property line. Existing six-inch wyes may be reused if approved by the Director of Public Works. Any required sewer laterals must be installed before the issuance of a Certificate of Occupancy for the building to be served. 94. If any off-site upgrades are required due to changes in the proposed peak demands in sewer services, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant must provide evidence to the P.B.S. Director that adequate sewer capacity is available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any sewer upgrade plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 95. If any off-site upgrades are required due to changes in the proposed peak demands in water and wastewater service, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant must provide evidence to the P.B.S. Director that adequate water and wastewater capacity is available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any water and wastewater upgrade plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 96. Before issuance of a first Certificate of Occupancy for any building in the Project Area north of the Union Pacific Railroad right-of-way, the applicant must replace the 15 -inch sewer line located to the north of the project site with an 18 -inch sewer line as depicted on the Phase 1 Utility Layout plan. Before issuance of a first Certificate of Occupancy for any building in the Project Are south of the Union Pacific Railroad right-of-way, the applicant must prepare an analysis of the existing sanitary system on Rosecrans Avenue and calculate additional flow resulting from the proposed development in to the existing system. If necessary, upgrade the 12" and 15" diameter downstream sanitary sewer pipes on Rosecrans Avenue from point of connection to Aviation Boulevard. 97. Businesses that generate fats, oils, or greases are required to install grease interceptors with a minimum 30 -minute retention period on appropriate sewer connections. 166 98. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that the appropriate additional on-site water and wastewater improvements as identified by the El Segundo Water and Wastewater Division, or an equivalent service provider, have been installed. Such additional measures must include separate services for potable and fire water systems, a separate water meter for each building, and potable system to be a combined irrigation and domestic, or separated into domestic and irrigation meters. Separate fire services with double detector check valves and backflow preventers are required. Upon completion of the site plan, the exact size and number of fire lines will be determined. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 99. If any off-site upgrades are required due to changes in the proposed peak demands for telecommunication services, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 100. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that any appropriate additional improvements for on-site telecommunication services as identified by Pacific Bell, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. If the existing facilities serve adjacent properties, the services may require relocation. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 101. If any off-site upgrades are required due to changes in the proposed peak demands in natural gas service, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Compliance with this measure must be verified by the P.B.S. Director before permit issuance. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 102. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works 167 that any appropriate additional on-site natural gas service improvements as identified by The Gas Company, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. Compliance with this measure must be verified by the P.B.S. Director and before the issuance of the Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 103. If any off-site upgrades are required due to changes in the proposed peak demands for electrical service, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 104. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that any appropriate additional on-site electrical service improvements as identified by The Edison Company, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. WATER 105. Before the issuance of the first Building Permit for each building within the Project Area, the applicant must submit Off-site Reclaimed Water Facility Plans to the P.B.S. Director and the Director of Public Works for review and approval. Said plans for the off-site improvements must include an approval from West Basin Municipal Water District, the supplier of reclaimed water. 106. Before the issuance of a Building Permit for each building within the Project Area, the applicant must submit Final Working Drawings that incorporate On-site Irrigation Plans to the P.B.S. Director and the Director of Public Works for review and approval. Such plans must indicate that reclaimed water must be utilized in the irrigation systems for all landscape areas and other uses, as approved by the Department of Public Works, when available from the West Basin Municipal Water District or other supplier of reclaimed water. Such plans must include the installation of a dual water line system on-site to accommodate distribution of potable water for landscaping until reclaimed water for landscaping becomes available for the Project Area. In addition to the utilization of reclaimed water for irrigation, other water conservation features such as low -flow devices and automated shut -offs must be included throughout the Project Site. Water management systems must include both water conservation and wastewater reduction features. 107. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that the connection with the City's reclaimed water system has been provided, the approved water management systems and water -saving devices have been incorporated into project development, and that the water facilities have been installed per the approved plans. If the water provider is unable to make reclaimed water available before the issuance of the Certificate of Occupancy, then potable water may be utilized and the Certificate of Occupancy must be issued. 108. The applicant must install a Ioop water distribution system for the Project Site with service connections to each of the water mains in the streets surrounding the project, subject to the review and approval of the Director of Public Works. Before the issuance of each Building Permit in the Project Area, the applicant must submit a construction phasing plan for the water service, which must include, without limitation, how the building which is the subject of the permit will be connected to the looped water distribution system. The looped water system must provide water mains connection to Rosecrans Avenue on the south and Sepulveda Boulevard to the west. 109. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must pay the applicable water meter installation fees. Compliance with this measure must be verified by the P.B.S. Director before issuance of the Certificate of Occupancy. 110. Before the issuance of a Building Permit for each building within the Project Area, the applicant must pay the applicable sewer connection fees and charges. Compliance with this measure must be verified by the P.B.S. Director before Permit issuance. 111. Before the issuance of the first Certificate of Occupancy for a building in the Project Area, those areas not already part of County Sanitation District must be annexed to County Sanitation District No. 5. 112. Water meters must be provided for each lot by the applicant in accordance with City policies and approved by the Water Division before installation. This condition does not prohibit the use of private water meters for individual buildings or individual tenancies. PROJECT CONDITIONS THAT APPLY TO PHASE 1B ONLY 113. Up to a maximum of 12,000 gross square feet of restaurant space may open as early as 6:00 a.m. daily for breakfast service. ADMINISTRATIVE USE PERMIT/ALCOHOL SERVICE (FOR PHASE 1B) 114. The proposed hours of operation and hours of alcohol service for the restaurants and kiosks, including the outdoor dining patios, are limited to: Sunday through Thursday from 10:00 a.m. to 12:00 a.m. and Friday through Saturday from 10:00 a.m. to 2:00 a.m. Food service must be available in the indoor dining areas and the outdoor patios during the hours of operation and alcohol service. Any change to the hours of operation or the hours that alcohol 169 may be served is subject to review and approval by the Director of Planning and Building Safety. 115. Any subsequent modification to the project as approved in the Administrative Use Permit, including the floor plan and areas where alcohol will be served, and/or the conditions of approval, must be referred to the Director of Planning and Building Safety for approval and a determination regarding the need for Planning Commission review of the proposed modification. 116. The applicant for the Alcohol Beverage Control License must obtain and maintain all licenses required by the Alcoholic Beverage Control Act (Business & Professions Code §§ 23300 et seq.). The applicant must obtain and maintain a Type 41 license or a Type 47 license, whichever is applicable. 117. The restaurant operations must comply with ESMC §§ 7-2-1, et seq. regulating noise and vibration. 118. The Planning and Building Safety Department and the Police Department must be notified of any change of ownership of the approved use in writing within 10 days of the completion of the change of ownership. A change in project ownership may be cause to schedule a hearing before the Planning Commission regarding the status of the administrative use permit. 119. The applicant for the Alcohol Beverage Control License must comply with all regulations of the Alcoholic Beverage Control Act and the regulations promulgated by the Alcoholic Beverage Control Board including, without limitation, the regulations set forth in 4 Cal. Code of Regs. §§ 55, et seq. 120. The applicant for the Alcohol Beverage Control License must post a sign in a clear and conspicuous location listing a phone number at which a responsible party may be contacted during all open hours of the establishment to address any concerns of the community regarding noise in the restaurant, patio and parking lot. Said contact's name and phone number must also be available through the restaurant staff at all times. 121. The applicant for the Alcohol Beverage Control License must, at all times, display a Designated Driver sign of at least ten inches by ten inches (10" X 10") in the bar and restaurant dining areas at eye level. The sign must be worded in a way that reminds patrons who are consuming alcohol to designate a non -drinking driver. 122. There cannot be exterior advertising of any kind or type, including advertising directed to the exterior from within, promoting or indicating the availability of alcoholic beverages. Interior displays of alcoholic beverages which are clearly visible to the exterior constitute a violation of this condition. 123. All employees serving alcoholic beverages to patrons must enroll in and complete a certified training program approved by the State Department of Alcoholic Beverages Control 170 (ABC) for the responsible sales of alcohol. The training must be offered to new employees on not less than a quarterly basis. 124. Any and all employees hired to sell alcoholic beverages must provide evidence that they have either: a. Completed training from the State of California Department of Alcoholic Beverage Control (ABC), Long Beach/Lakewood District Office administered Licensee Education on Alcohol and Drugs (LEAD) Program; or, b. Completed an approved equivalent (LEAD) training program administered by the ABC, Long Beach/Lakewood District Office to ensure proper distribution of alcoholic beverages safely, responsibly and to adults of legal age. Any future employee designated to sell alcoholic beverages on behalf of the licensee or applicant must obtain a certificate proving completion of the (LEAD) training; and c. The licensee or applicant must confirm with the Planning and Building Safety Director, or designee, within fifteen (15) days of the Director's decision as to the approval of the application, or by final project approval, that a date certain has been scheduled with the local ABC Office to complete the LEAD training program. d. Within thirty (30) days of taking said course, the employees, or responsible employer must deliver each required certificate showing completion to the Police Department. 125. The applicant for the Alcohol Beverage Control License must have readily identifiable personnel to monitor and control the behavior of customers inside the building premises. Staff must monitor activity outside in the parking lot and any adjacent property under the establishment's control to ensure the areas are generally free of people and are cleared of patrons and their vehicles one-half hour after closing. 126. If complaints are received regarding excessive noise, parking availability, lighting, building access, and the like associated with the restaurants and the outdoor patio areas, the City may, in its discretion, take action to review the Administrative Use Permit, including without limitation, adding conditions or revoking the permit. 127. The outdoor dining/seating areas must comply with ESMC § 15-2-16. 128. The applicant for the Alcohol Beverage Control License must install security cameras for monitoring and recording activity, which include, without limitation: cash handling/counting areas, the manager's office, the safe, all access doors, and any other areas deemed necessary by the Police Department. Monitoring and recording equipment must be stored in a secure area (e.g., manager's office). 171 129. Before a building permit is issued, a schematic plan of the camera system must be submitted and approved by the Police Chief, or designee. The camera specification notes must be included on the schematic plan. 130. Before a building permit is issued, the minimum camera requirements must be listed on the building plans with the camera specifications and include the following: a. All security surveillance cameras must be installed to record video in color. b. Security cameras, especially those viewing customers as they enter the business or stand at cash registers, must capture the individual from the waist to the top of the head, straight on. c. Security surveillance cameras must be positioned low enough so that caps/hats or other disguises (typically used when committing a crime) will not obstruct the view of the individual's face. This will provide the best possible picture for the identification of the individual during the investigation process. d. The maximum mounting height is 8 feet. e. The recording equipment must capture video digitally and must record a minimum of (21) days for each security surveillance camera. Security surveillance camera recordings must be made available to law enforcement agencies for investigation purposes upon request. f. A schematic plan of the proposed camera locations must be submitted and approved by the Police Chief, or designee. g. The "Camera Specification Notes" must be included on the schematic plan page. h. A security surveillance camera plan must provide the following minimum items: (1) One camera facing each point of sale station (2); one camera facing the safe (it may be possible to cover the safe and the point of sale station closest to it); and (3) one camera at the main entry door capturing customers as they exit. 131. The buildings cannot be occupied by more persons than allowed by the California Building Code, as adopted by the ESMC. 132. The buildings and any outdoor seating must comply with California Building and Fire Code requirements, as adopted by the ESMC ADJUSTMENT (FOR PHASE 1B) 133. The applicant must post clear signs at each of the required loading spaces designating them as loading spaces during the hours of 6:00 a.m. to 10:00 a.m. The signs must clearly prohibit 172 employee and/or customer parking during those hours. The applicant may extend the loading hours beyond 10:00 a.m. at his discretion. The parking spaces must be marked clearly to delineate the parking and loading spaces to the satisfaction of the Director of Planning and Building Safety. 134. Any subsequent modification to the project as approved in this Adjustment, including the plans and/or the conditions of approval, must be referred to the Director of Planning and Building Safety for approval and a determination regarding the need for Planning Commission review of the proposed modification. VARIANCE (FOR PHASE 111) 135. Before the City issues building permits, the applicant must submit detailed plans of the two retaining walls along the north property line adjacent to the UPRR right-of-way. The retaining walls and their non -retaining portions cannot exceed 12 feet in height, with the exception that a metal open work fence up to a maximum of 42 inches in height may be installed on top of the walls 136. Any subsequent modification to the project as approved in this Variance, including the plans and/or the conditions of approval, must be referred to the Director of Planning and Building Safety for approval and a determination regarding the need for Planning Commission review of the proposed modification." INDEMNIFICATION 137. The Developer must defend, indemnify and hold the City and its elected and appointed officials, officers, employees and agents harmless from and against any claims, legal or equitable actions, damages, costs (including, without limitation, attorney's fees), injuries, or liability of whatsoever kind or nature, arising from the City's approval of the project, including but not limited to the CEQA determination and/or the Development Agreement approval and all approvals from the time of the approval of the Original Development Agreement through and including the Revised and Restated Development Agreement. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of any City approval relating to the Revised and Restated Development Agreement or any approvals issued in conjunction therewith, the applicant agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. 138. PES Partners, LLC and Street Retail, Inc. must acknowledge receipt and acceptance of the Project Conditions by executing the acknowledgement below. By signing this document, PES Partners, LLC and Street Retail, Inc. certify that they have 173 read, understood, and agree to the Project Conditions listed in this document and represents and warrants that it has the authority to execute this document on behalf of the property owner and acknowledges that the conditions set forth above shall run with the land and be binding upon all owners and occupants of the land. PESP PES PARTNERS, LLC, a Delaware limited liability company By: Street Retail, Inc., a Maryland corporation Its: Manager By: Jeffrey S. Berkes, Vice -President Western Region STREET STREET RETAIL, INC., a Maryland corporation By: Jeffrey S. Berkes, Vice -President Western Region {If Corporation or similar entity, needs two officer signatures or evidence that one signature binds the company} 174 ORDINANCE NO. AN ORDINANCE APPROVING DEVELOPMENT AGREEMENT NO DA 20-01 (EIGHTH AMENDMENT TO DEVELOPMENT AGREEMENT NO. DA 03-01) AND AN AMENDMENT TO THE CONDITIONS OF APPROVAL FOR THE PLAZA EL SEGUNDO AND THE POINT DEVELOPMENT. The City Council of the city of EI Segundo does ordain as follows: SECTION 1: The Council finds and declares as follows: A. On March 15, 2005, the City Council approved a development known as Plaza EI Segundo. Approvals for that development were subsequently amended to allow for different types of uses including, among others, Health Clubs and Fitness Center (2007); Health/Skin Care and automobile sale uses (2008); fast food restaurants, banks, dance/music studios (2009); and medical and dental offices (2010); B. On September 3, 2013, the City Council further amended the approvals for the development to, among other amendments, increase the size of the previously approved shopping center floor area by 49,613 square feet; C. On October 3, 2017, the City further amended the permitted uses including among others, daycare centers, personal services, public assembly and recreational uses (2017); D. On March 9, 2020, Street Retail, Inc. filed applications for an Environmental Assessment and an amendment of the Development Agreement and Conditions of Approval for the Plaza EI Segundo and The Point development project to increase the proportion of non -sales tax generating uses to 40 percent; E. The City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq.: the "CEQA Guidelines"), and the City's Environmental Guidelines (City Council Resolution No. 3805, adopted March 16, 1993); F. The Planning and Building Safety Department completed its review and scheduled a public hearing regarding the application before the Planning Commission for October 22, 2020; G. On October 22, 2020, the Planning Commission held a public hearing to receive public testimony and other evidence regarding the application including, without limitation, information provided to the Planning Page 1 of 5 175 Commission by city staff; and, adopted Resolution No. 2888 recommending that the City Council approve the proposed project; H. On November 17, 2020, the City considered the information provided regarding this Ordinance; and Council held a public hearing and by City staff and public testimony This Ordinance and its findings are made based upon the entire administrative record including, without limitation, testimony and evidence presented to the City Council at its November 17, 2020 hearing and the staff report submitted by the Planning and Building Safety Department. SECTION 2: Factual Findings and Conclusions. The City Council finds that the proposed amendments would result in the following: A. Amend the development agreement and conditions of approval to increase the maximum percentage of project floor area dedicated to non -sales tax generating uses to 40 percent for both the Plaza EI Segundo and The Point shopping centers; SECTION 3: General Plan Findings. As required under Government Code Section 65860, the amendments proposed by the Ordinance are consistent with the EI Segundo General Plan as follows: A. The proposed ordinance is consistent with Goal LU4 of the General Plan Land Use Element in that it will help maintain a high quality retail center in proximity to major employment centers and provide new office uses. B. The proposed ordinance is consistent with Goal ED1 of the General Plan Economic Development Element in that it will help diversify the City's employment and tax base by permitting a mix of retail, office and other uses. C. The proposed ordinance is consistent with Objective ED1-2 of the General Plan Economic Development Element in that would permit several new uses in the C-4 zone, which promotes the diversification of the City's retail and commercial base. SECTION 4: Development Agreement Findings. In accordance with Government Code § 64867.5 and Resolution No. 3268, adopted June 26, 1984, the City Council finds as follows: A. The Development Agreement is consistent with the General Plan of EI Segundo and there are no applicable Specific Plans. The Revised and Restated Development Agreement is an extension of that Development Agreement originally approved in March 2005 and therefore a continuation of the Development Agreement Findings set forth in Section 5 of Ordinance No. 1382 which findings are incorporated by reference. By expanding the Page 2 of 5 176 allowed uses, the Development Agreement continues to provide the following benefits: 1. Protection against the Plaza EI Segundo development (both Phase 1A and Phase 113) from becoming blighted due to a change in retail sales by allowing additional uses which will create a synergy; 2. Provision of an attractive urban destination; 3. Increasing and stabilizing the City's tax base by allowing new commercial development; 4. Provision of long-term employment and increase the employment opportunities for the residents of the City of EI Segundo; 5. Add to the diversification of economic base in the City; 6. Provision of significant fiscal benefit to the City through additional business licenses and sales tax revenues; and 7. Provision of additional retail use and commercial services to the adjacent employment centers. B. The Development Agreement is compatible with the uses authorized in and regulations prescribed for the Commercial Center (C-4) zoning district. C. The Development Agreement is in conformity with the public convenience, general welfare and good land use practice as it provides expanded commercial opportunities in a synergistic manner with the existing Plaza EI Segundo development and adjacent land uses but does not increase the overall allowed traffic. D. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values as it does not expand development beyond the physical boundaries of Plaza EI Segundo (Phase 1A and Phase 1B), which is already developed. SECTION 5: Environmental Assessment. The project is categorically exempt from environmental review pursuant to California Code of Regulations, Title 14 ("CEQA guidelines") § 15061(b)(3) — the common sense exemption as it can be seen with certainty that there will not be an impact, because no substantial construction and no addition of building area is being proposed; the proposed change to the mix of uses will maintain the total daily and peak AM and PM traffic trips generated by the shopping center below the levels estimated previously; and no other impact areas should be affected; and CEQA Guidelines § 15305 — the Class 5 exemption for minor alterations in land use limitations as office and other non -retail uses are already allowed in the C-4 zone and the only Page 3 of 5 177 change involves the ratio of office and other non -retail uses to retail uses. SECTION 6: Amendments to the Development Agreement and Conditions. Development Agreement No. 03-01, as previously amended, is hereby amended and attached as Exhibit "A". This revised Development Agreement and the conditions attached thereto supersede Development Agreement 03-01 and the seven amendments thereto as approved in Ordinance Nos. 1382 (Section 76), 1406 (Section 3), 1417 (Section 5A), 1430 (Section 3), 1446 (Section 3), 1481 (Section 7), 1499 (Section 4) and 1556 (Section 13). The Conditions Attached to the Revised Development Agreement supersede those conditions that were previously approved by Ordinance Nos. 1382 (Section 7I=), 1417 (Section 5E), 1481 (Section 8), and 1556 (Section 13) and Resolution Nos. 4415 (Section 517), 4542 (Section 5C), 4838 (Section 8A), and 5053 (Section 8D). SECTION 7: CONSTRUCTION. This Ordinance must be broadly construed in order to achieve the purposes stated in this Ordinance. It is the City Council's intent that the provisions of this Ordinance be interpreted or implemented by the City and others in a manner that facilitates the purposes set forth in this Ordinance. SECTION 8: ENFORCEABILITY. Repeal of any provision of the ESMC does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance. SECTION 9: VALIDITY OF PREVIOUS CODE SECTIONS. If this entire Ordinance or its application is deemed invalid by a court of competent jurisdiction, any repeal or amendment of the SSMC or other city ordinance by this Ordinance will be rendered void and cause such previous ESMC provision or other the city ordinance to remain in full force and effect for all purposes. SECTION 10: SEVERABILITY. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable. SECTION 11: The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of EI Segundo's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause a summary thereof to be published or posted in accordance with California law. Page 4 of 5 178 SECTION 12: This Ordinance will go into effect and be in full force and effect on the thirty-first (31 st) day after its passage and adoption. PASSED AND ADOPTED this day of 2020. Drew Boyles, Mayor APPROVED AS TO FORM: Mark D. Hensley, City Attorney ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Tracy Weaver, City Clerk of the City of EI Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Ordinance No. was duly introduced by said City Council at a regular meeting held on the day of 2020, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the day of 2020, and the same was so passed and adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Tracy Weaver, City Clerk Page 5 of 5 179 ORDINANCE NO. EXHIBIT "A" — DEVELOPMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY CLERK CITY OF EL SEGUNDO 350 Main Street El Segundo, California 90245 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code § 6103 SECOND REVISED AND RESTATED DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO, PES PARTNERS, LLC AND STREET RETAIL, INC. (AREA A) THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.5 Second Revised and Restated DA — 5/11/2020 TABLE OF CONTENTS 1. Recitals ........................................................................................................................1 2. Property Subiect to this Agreement................................................................... 3 3. Binding Effect........................................................................................ 3 3.1 Constructive Notice and Accentance.....................................................4 3.2 Rights to Assign............................................................................ 4 3.3 Liabilities Upon Transfer.......................................................... 4. Develooment of the Prooertv.......................................................... 4.1 Permitted Uses ......................................................... 4.2 Limitations on Uses.......................................................... 4.2.2 Food to Go Restaurant.......................................................... 4.2.3 Fast Food Restaurants.......................................................... 4.2.4 Automobile Sales.......................................................... 4.2.5 Fanner's Market.......................................................... 4.2.6 Parking.......................................................... 4.2.7 Monument Sign ......................................................... 4.3 Development Standards......................................................... 4.3.1 Tenant/Owner Use Space......................................................... 4.3.2 Limitations on Minimum Sctuare Footage of Buildings and Space — Phase IA Only....................................................... 4.3.3 Transfer of Development Rights 4.4 Building Standards......................................................... 4.5 Fees, Exactions. Mitigation Measures. Conditions. Reservations and Dedications. 4.6 Use of Easements.......................................................... 5. Vesting of Development Rights.......................................................... 5.1 Aoplicable Rules......................................................... 5.2 Entitlement to Develop......................................................... 5.3 Subseauent Enactments......................................................... 5.4 Future Approvals......................................................... 5.4.1 Minor Modifications to Proiect ii 181 5.4.2 Modification of Proiect Approvals 5.4.3 Modifications Reauiring Amendment to this Agreement 5.5 Plan Review......................................................... 5.6 Timing of Development......................................................... 5.7 Term........................................................ 5.8 Issuance of Building Permits......................................................... 5.9 Satisfaction of Mitigation Measures and Conditions 5.10 Moratorium......................................................... 5.11 Performance of Citv Planning and Building Safetv Director Duties. 6. Developer Agreements......................................................... 6.1 General......................................................... 6.2 Development Fees......................................................... 6.3 Maintenance Obligations.......................................................... 6.4 Term of Map(s) and Other Proiect Approvals 6.5 Sales and Use Tax......................................................... 6.6 Future Construction Activities......................................................... 6.7 Park Place Extension......................................................... 6.7.1 Park Place Extension Requirement. 6.7.2 Park Place Extension Funding. 6.7.3 Irrevocable Offers to Dedicate 6.7.4 Developer Funding. 6.7.5 Funding/Financine for the Design. Acauisition and Construction of the Park Place Extension. 6.7.6 Use of Park Place Extension Funds for Construction of Park Place. . 6.7.7 Citv Acknowledgement of Transfer of Responsibilities and Recordation of RSP 4 Deed of Trust 6.8 Third-Partv Agreements Restricting Uses on Property. 7. City/Developer Agreements.................................................... 7.1 Expedited Processing......................................................... 7.2 Processing Cooperation and Assistance iii 182 7.3 Processing During Third Partv Litigation. 8. Modi fication/Susvens ion .......................................................... 9. Demonstration of Good Faith Comvliance......................................................... 9.1 Review of Compliance ......................................................... 9.2 Good Faith Comoliance......................................................... 9.3 Information to be Provided to Developer. 9.4 Notice Of Non -Compliance: Cure Rights. 9.5 Determination of Developer's Compliance 9.6 Failure of Periodic Review. 10. Excusable Deiays......................................................... 11. Default Provisions......................................................... 11.1 Default......................................................... 11.2 Content of Notice of Violation......................................................... 11.3 Remedies for Breach......................................................... 12. Mortgagee Protection......................................................... 12.1 Mortaaae Not Rendered Invalid.......................................................... 12.2 Reauest for Notice to Morteaaee.......................................................... 12.3 Mortaaaee's Time to Cure.......................................................... 12.4 Cure Rielits.......................................................... 12.5 Bankruvtcv.......................................................... 12.6 Disaffirniation.......................................................... 13. Estovoel Certificate.......................................................... 14. Administration of Aareement.......................................................... 14.1 Appeal of Staff Determinations......................................................... 14.2 Operatina Memoranda......................................................... 14.3 Certificate of Performance.......................................................... 15. Amendment or Termination by Mutual Consent 16. Indemnification/Defense......................................................... . 16.1 Indemnification.......................................................... 16.2 Defense of Aareement.......................................................... IV 183 17. Time of Essence.......................................................... 18. Effective Date.......................................................... 19. Notices......................................................... 20. Entire Ap-reement......................................................... 21. Conditions of Avvroval.......................................................... 22. Waiver......................................................... 23. Severabilitv.......................................................... 24. Relationship of the Parties.......................................................... 25. No Third Part Beneficiaries.......................................................... 26. Recordation of Amement and Amendments. 27. Cooperation Between Citv and Developer. 28. Rules of Construction.......................................................... 29. Joint Preparation.......................................................... 30. Governinja Law and Venue......................................................... 31. Attorneys' Fees.......................................................... 32. Counterparts.......................................................... 33. Weekend/Holidav Dates.......................................................... 34. Not a Public Dedication......................................................... v REVISED AND RESTATED DEVELOPMENT AGREEMENT This Second Revised and Restated Development Agreement (the "Agreement") is made and entered into by and between the CITY OF EL SEGUNDO, a municipal corporation (referred to hereinafter as "City"), PES PARTNERS, LLC, a California limited liability company and STREET RETAIL, INC. (individually and collectively referred to hereinafter as "Developer") as of this day of , 2020. City and Developer are referred to hereinafter individually as "Party" and collectively as "Parties". In consideration of the mutual covenants and agreements contained in this Agreement, City and Developer agree as follows: 1. Recitals. This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the Parties: 1.1 Pursuant to Government Code Section 65865 et seq., City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property. 1.2 Developer is the owner of that Property which is more particularly described in EXHIBIT A, which is attached hereto and incorporated herein by this reference (the "Property" or "Area A"). 1.3 Developer and/or Developer's Predecessors in Interest entered into a Development Agreement with the City in 2005 regarding the Property and six amendments thereto. On October 3, 2017, the City Council adopted Ordinance No. 1556, which in part approved a Revised and Restated Development Agreement. This Agreement was recorded with the Los Angeles County Recorder's office on January 4, 2018 as Document No. 20180013448. 1.4 The City certified a Final Environmental Impact Report for Environmental Assessment No. 631 (SCH No. 2003121037) (the "EIR"), and approved the Mitigation Monitoring Plan for the EIR; General Plan Amendment No. 03-4, Zone Change No. 03-2, Zone Text Amendment No. 04-1, Subdivision No. 03-7 (Vesting Tentative Tract No. 061630), and the Original Development Agreement No. 03-1 (the foregoing are collectively referred to as the "Original Project"). Concurrently with the City's approval of the Original Project, as part of General Plan Amendment No. 03-5, Zone Change 03-3, and Zone Text Amendment No. 04-1, the City redesignated and rezoned other property in the vicinity of the Property with a "Commercial Center (C-4)" land use and zoning designation (the "Other C-4 Property.") This area is approximately 85.8 acres. 1.5 The City prepared Addendums for the Second and Fifth Amendments to the Development Agreement, and the Revised and Restated Development Agreement. It was determined that no other CEQA documentation was required for the First, Third, Fourth and Sixth Amendments to the Development Agreement. 185 1.6 The Development Agreement relates to the development of a total of 51.70 gross/46.60 net (after street dedication) acres. The Development is broken up into two Phases. Phase I is commonly known as Plaza El Segundo and is approximately 3 3.5 5 acres. Phase 1B is commonly known as The Point and is approximately 18.15 acres. The total square footage allowed prior to this Agreement was 498,442 gross square feet that includes large retail stores, specialty retail stores, sit-down restaurants and other uses (the "Project"). Phase IA currently consists of approximately 379,495 square feet. Phase 1B currently consists of approximately 117,914 square feet. 1.7 In addition to allowing additional square footage to be developed, the Revised and Restated Development Agreement made other changes to help with the success of the shopping centers by allowing additional uses and eliminating specific square footage requirements of allowed uses to provide more flexibility in the mix of tenants allowed in the Property. The Revised and Restated Development Agreement also set percentage limits on the amount of Sales Tax Generating Uses and Non -Sales Tax Generating Uses in both Phases IA and 113. 1.8 Despite the added flexibility that was provided with the Revised and Restated Development Agreement, there still have been problems leasing out the spaces at The Collection in Phase IA and high vacancy rates in both The Collection and The Works remain a problem. Further, the global pandemic has greatly changed the viability of brick and mortar retail businesses and the vacancy rates at The Point are also high. Vacancies in these areas will create a negative impact on the remaining businesses, which will lead to further vacancies and a further dwindling of sales tax. 1.9 The vehicle trip caps established by the original approvals will remain in place. 1.10 By this Agreement, each Party desires to obtain the binding agreement of the other Party to develop the Property in accordance with the Project Approvals, Applicable Rules and this Agreement. In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement. Developer agrees to waive its rights, if any, to challenge legally the limitations on density and use imposed upon development of the Property and other restrictions and obligations set forth in this Agreement and the Project Approvals. 1.11 City and Developer have acknowledged and agreed that the consideration that is to be exchanged pursuant to this Agreement is fair, just and reasonable and that this Agreement is consistent with the General Plan of City. 1.12 This Agreement is intended to provide flexible entitlements, within the parameters set forth herein and subject to the terms and conditions hereof, to meet the changing market demands that are likely to occur throughout the buildout of the Project. Plan"). 1.13 The proposed Project uses are consistent with the City's General Plan (the "General im 1.14 Development of the Project has, and will continue to, further the comprehensive planning objectives contained within the General Plan. 1.15 On October 22, 2020, the Planning Commission of the City commenced a duly noticed public hearing on this Agreement. At the conclusion of the hearing the Planning Commission recommended that the City Council approve this Second Revised and Restated Agreement pursuant to a Notice of Exemption. 1.16 On , 2020, the City Council of the City ("City Council") commenced a duly noticed public hearing on this Agreement. In conjunction with approving this Agreement by Ordinance No. (the "Enabling Ordinance"), the City Council determined that this Agreement was exempt from CEQA pursuant to the common sense exemption under CEQA Guidelines section 15061(b)(3) and the Class 5 Exemption under CEQA Guidelines section 15305 for minor alterations to land use limitations_ 1.17 Section 15 of the Revised and Restated Development Agreement provides for amendment of the Development Agreement upon mutual consent of the parties and in accordance with the procedures established by the Development Agreement Act. The City Council found that this Revised and Restated Agreement has been adopted in conformance with the procedures of the Development Agreement Statute set forth in Government Code §§ 65865, et seq. 2. Property Subiect to this Agreement.. All of the Property shall be subject to this Agreement. 3. Bindine Effect. The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to the City and the Developer and each successive successor in interest thereto and constitute covenants that run with the Property. Any and all rights and obligations that are attributed to the Developer under this Agreement shall run with the land. 3.1 Constructive Notice and Acceptance. Every person who acquires any right, title or interest in or to any portion of the Property in which the Developer has a legal interest is, and shall be, conclusively deemed to have consented and agreed to be bound by this Agreement, whether or not any reference to this Agreement is contained in the instrument by which such person acquired such right, title or interest. 3.2 Rieb.ts to Assign. Developer may assign or transfer its rights and obligations under this Agreement with respect to the Property, or any portion thereof, to any person at any time during the term of this Agreement without approval of the City. 3.3 Liabilities Upon Transfer. Upon the delegation of the duties and obligations under this Agreement and the sale, transfer or assignment of all or any portion of the Property, Developer will be released from its obligations under this Agreement with respect to the Property, or portion thereof, so transferred arising subsequent to the effective date of such transfer, if (i) Developer has provided to the City prior or subsequent written notice of such transfer and (ii) the transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Property so transferred by executing an Assignment and Assumption Agreement in the form of 3 187 EXHIBIT B attached hereto and incorporated herein by reference. Upon any transfer of any portion of the Property and the express assumption of Developer's obligations under this Agreement by such transferee, the City agrees to look solely to the transferee for compliance by such transferee with the provisions of this Agreement as such provisions relate to the portion of the Property acquired by such transferee. Any such transferee shall be entitled to the benefits of this Agreement as "Developer" hereunder and shall be subject to the obligations of this Agreement applicable to the parcel(s) transferred. A default by any transferee shall only affect that portion of the Property owned by such transferee and shall not cancel or diminish in any way Developer's rights hereunder with respect to any portion of the Property not owned by such transferee. The transferee shall be responsible for satisfying the good faith compliance requirements set forth in Section 9 below relating to the portion of the Property owned by such transferee, and any amendment to this Agreement between the City and a transferee shall only affect the portion of the Property owned by such transferee. 4. Development of the Property. The following provisions shall govern the subdivision, development and use of the Property. The limitations imposed within this Agreement are primarily intended to ensure that a majority of the Project remains retail in nature, while allowing additional uses that complement the retail tenant base in order to maintain a thriving Project with minimal vacancies. 4.1 Permitted Uses. The permitted and conditionally permitted uses of the Property are those set forth in the City's Municipal Code for the Commercial Center (C-4) zone. 4.2 Limitations on Uses. 4.2.1 Sales Tax Generating. Each of the allowable uses in the C-4 Zone can be categorized as either "Sales Tax Generating" or "Non -Sales Tax Generating," as defined herein. While the City recognizes that Non -Sales Tax Generating Uses are essential to maintaining a viable tenant mix, the City desires to maximize the overall percentage of Sales Tax Generating Uses on the Property. Accordingly, Developer, and its successors and assigns, agree that, at all times during the term of this Agreement, the uses on the Property will be maintained in accordance with the following proportions. For purposes of the calculation, the percentage is based on total gross leasable area. AREA Phase IA —Plaza El Segundo Phase 1B — The Point Sales Tax Generating Uses 60% minimum 60% minimum Non - Sales Tax Generating Uses 40% maximum 40% maximum For purposes of this section, "Sales Tax Generating Uses" includes retail sales uses (including grocery stores), restaurants and cafes, bars, and micro -breweries. "Non -Sales Tax Generating Uses" includes financial institutions, day spas, fitness centers, fanners' markets, offices of all types, personal services, recreational facilities, public assembly/assembly halls im (including theaters and museums), billiard establishments, and veterinary services. The City's Finance Director, in his/her discretion, will determine whether any use not specifically listed here should be classified as Sales Tax Generating or Non -Sales Tax Generating. The Finance Director's determination may be appealed to the City Council. Any such appeal must be made in writing and delivered to the City Clerk within ten calendar days of the Director's decision. 4.2.2 Food to Go Restaurant. "Food to go" restaurants (defined in Section 15-1- 6 of the El Segundo Municipal Code) shall not be allowed anywhere on the Property as a permitted or conditionally permitted use. 4.2.3 Fast Food Restaurants. Unless such use is incidental to the primary business of an occupant of a building, "Fast food" restaurants are prohibited in Phase IA within 150 feet of Sepulveda Boulevard and in Phase 1B within ninety (90) feet of Sepulveda Boulevard or Rosecrans Avenue. "Fast food" restaurant is defined as "A restaurant where customers purchase food and beverages and either consume the food and beverages on the premises within a short period of time or take the food and beverages off the premises. Typical characteristics of a fast food restaurant include, without limitation, the purchase of food and beverages at a walk-up window or counter, no table service by a server, payment for food and beverages prior to consumption, and the packaging of food and beverages in disposable containers. A restaurant is not considered a fast food or take-out restaurant solely on the basis of incidental or occasional take-out sales. 4.2.4 Automobile Sales. The indoor sale of automobiles and, as an accessory use to the sale of automobiles, the sale of automobile accessories and automobile parts shall be permitted in Phase 1B, provided such use does not exceed 5,000 square feet of leasable floor area and provided that automobile repair and maintenance uses shall not be permitted. 4.2.5 Farmer's Market. A certified Farmer's Market, at which fanners and other vendors sell produce, baked goods, dairy products and other food and retail goods directly to consumers, is permitted to operate in the parking lot of Phase 1. A musician may be present, with amplified sound. The market will typically operate one day per week and only between the hours of 8:00 a.m. and 3:00 p.m., with set-up between 7 a.m. and 8:00 a.m. and clean-up between 3 p.m. and 4 p.m. The Farmer's Market is not allowed to operate on the same day as the Farmer's Market that operates in Downtown El Segundo. A site plan that includes the location of the Farmer's market must be reviewed and approved to the satisfaction of the Director of Planning and Building Safety. 4.2.6 Parking. The total number of parking spaces provided on an individual parcel need not comply the El Segundo Municipal Code, provided that the total number of parking spaces within the entire Phase 1 Shopping Center conform to the El Segundo Municipal Code and provided that such parking spaces remain collectively available and accessible to all tenants of the Phase 1 Shopping Center and their customers, employees and invitees. im 4.2.7 Monument Sian. For the 65 foot monument sign along the Allied Way street frontage for the area currently known as "The Edge," copy relating to tenant identification shall be limited to that portion of the sign below 35 feet in height. All copy on the sign above 35 feet shall be restricted to identification of the shopping center itself. 4.3 Development Standards. All design and development standards that shall be applicable to the Property ("Development Standards") are set forth in the El Segundo General Plan, the El Segundo Municipal Code, the Applicable Rules, the Project Approvals, and this Agreement. Additionally, the following restrictions apply: 4.3.1 Tenant/Owner Use Space. No single use within the Project shall exceed 125,000 square feet of gross floor area in size. 4.3.2 Limitations on Minimum Square Footage of Buildines and Space — Phase IA Only. A maximum of 75,000 square feet of the allowable building area in the Phase IA area can be developed and/or utilized for uses that occupy less than 4,000 square feet of building space each. With respect to such 75,000 square feet, a maximum of 8 building pads may be less than 4,000 square feet each. As used in this Agreement, the term "building pad" means the total ground floor area of any individual building constructed on the Property. 4.3.2.1 There is no limitation on the number of uses that may occupy less than 4,000 square feet in Phase 1B. 4.3.3 Transfer of Development Rights. The Developer shall have the right to transfer floor area between parcels that are created within Area A as a part of the Project Approvals so long as no parcel exceeds a floor area ratio of 0.6:1. Such transfers of floor area shall be recorded against the properties involved in the transfer of floor area in accordance with the requirements of the C-4 Zoning. The Planning and Building Safety Director or designee must review the application for transfer of floor area to ensure conformity with the requirements of this Section 4.3.3. This review shall not be subject to a public hearing process. Transfer of floor area from properties located outside of Area A to any parcel within Area A is strictly prohibited. 4.4 Building Standards. All construction on the Property shall adhere to the California Building Code, the California Electrical Code, the California Mechanical Code, the Uniform Sign Code, the Uniform Code for Abatement of Dangerous Buildings, and Uniform Administrative Code in effect at the time an application for a building permit is submitted and to any federal or state building requirements that are then in effect (collectively the "Building Codes"). 4.5 Fees. Exactions. Mitigation Measures. Conditions. Reservations and Dedications. All fees, exactions, mitigation measures, conditions, reservations and dedications of land for public purposes that are applicable to the Project or the Property are set forth in the Applicable Rules, the Project Approvals and this Agreement. Additionally, Developer shall pay all applicable fees that are in effect at the time that fees are required to be paid pursuant to Section 6.2 of this Agreement. This Section shall not be construed to limit the authority of City to charge normal and customary application, processing, and permit fees for land use approvals, building permits and other similar 190 permits, which fees are designed to reimburse City's actual expenses attributable to such application, processing and permitting and are in force and effect on a City-wide basis at such time as said approvals and permits are granted by City. 4.6 Use of Easements. Notwithstanding the provisions of the Applicable Rules, easements dedicated for vehicular and pedestrian use shall be permitted to include easements for underground drainage, water, sewer, gas, electricity, telephone, cable, environmental remediation and other utilities and facilities so long as they do not unreasonably interfere with pedestrian and/or vehicular use. Vesting of Develot)ment Rights. 5.1 Armlicable Rules. The Applicable Rules shall consist of the following: 5. 1.1 The General Plan, as it exists on the Effective Date; 5.1.2 The City's Municipal Code, including the Zoning Code, as the Municipal Code exists on the Effective Date; 5.1.3 Such other laws, ordinances, rules, regulations, and official policies governing permitted uses of the Property, density, design, improvement, and construction standards and specifications applicable to the development of the Property in force at the time of the Effective Date, which are not in conflict with this Agreement. 5.2 Entitlement to Develom The Developer is hereby granted the vested right to develop the Project on the Property subject to the Applicable Rules, the Project Approvals and any future approvals applied for by the Developer and granted by the City for the Project or the Property (the "Future Approvals"). 5.3 Subseauent Enactments. Any change in the Applicable Rules, including, without limitation, any change in any applicable General Plan or specific plan, zoning, or subdivision regulation, adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the /city Council, the Planning Commission or any other board, agency, commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be (collectively the "Subsequent Rules"), which would, absent this Agreement, otherwise be applicable to the Property, shall not be applied by the City to any part of the Property. 5.4 Future Anarovals. 5.4.1 Minor Modifications to Proiect. Developer may make minor changes to the Project and Project Approvals ("Minor Modifications") without amending this Agreement upon the administrative approval of the City of El Segundo Director of Planning and Building Safety (the "City Planning and Building Safety Director") or designee, provided that such modifications 191 are consistent with the Development Standards, Applicable Rules and Project Approvals. The City shall not unreasonably withhold or delay approval of any Minor Modification. The City shall have the right to impose reasonable conditions in connection with Minor Modifications, provided, however, such conditions shall not (a) be inconsistent with the Applicable Rules, the Project Approvals or with the development of the Project as contemplated by this Agreement; (b) directly or indirectly, unreasonably hinder, delay, impede, obstruct, interfere with, or place unreasonably burdensome or restrictive measures or requirements upon development of the Project or the Property or any portion thereof, or (c) impose additional dedications, infrastructure or public improvement obligations, fees, or exactions in excess of those identified in the Applicable Rules, the Project Approvals, or this Agreement. 5.4.2 Modification of Proiect Avorovals. It is contemplated by City and Developer that Developer may, from time to time, pursuant to Section 5.4.1 seek amendments to one or more of the Project Approvals. Any such amendments are contemplated by City and Developer as being within the scope of this Agreement as long as they are authorized pursuant to this Section 5.4.2 and shall, upon approval by City, continue to constitute the Project Approvals as referenced herein. The Parties agree that any such amendments shall not constitute an amendment to this Agreement nor require an amendment to this Agreement. 5.4.3 Modifications Reauirinfa Amendment to this Agreement. Any proposed modification to the Project which results in any of the following shall not constitute a Minor Modification but rather shall constitute a Major Modification and shall instead require an amendment to this Agreement pursuant to Section 15 below: (a) Any decrease in the required building setbacks as set forth in the C - 4 Zone; (b) Any increase in the total developable square footage of the entire Property in excess of the maximum FAR allowed under the C-4 Zone; (c) Any increase in height of buildings or structures on the Property above 65 feet; (d) Any decrease in the minimum required lot area as set forth in the C - 4 Zone; (e) Any decrease in the minimum required lot frontage as set forth in the C-4 Zone; (f) Except as set forth in Section 4.3.3 above, any change to the requirements of the transfer of development rights as set forth in the C-4 Zone; (g) Any increase in the maximum number of A.M. and P.M. peak hour vehicle trips for the Project as specified in the conditions of approval and Mitigation Monitoring and Reporting Program (MMRP), unless a subsequent traffic report has been prepared to the 192 reasonable satisfaction of the City's Planning and Building Safety Director that identifies potential impacts and proposes feasible mitigation measures to mitigate such impacts and otherwise complies with CEQA; (h) Any change in use to a use which is not permitted under this Agreement; (i) Any deviation from the uses and development standards or limitations set forth in Sections 4.1, 4.2 and 4.3 of this Agreement, except to the extent such Sections specifically provide for the City Council to approve of alternative uses or square footage requirements; and 6) Any material modification to Developer's obligation to dedicate the public roadways to the City as provided in the conditions of approval and the MMRP. Other than the Major Modifications listed above, all other modifications to the Project shall be considered "Minor Modifications". 5.5 Plan Review. Plans for each building on the Property, including plans for signage, trash enclosures and screening and landscaping shall be reviewed and approved by the City Planning and Building Safety Director prior to issuance of a building permit; provided however, that, notwithstanding anything to the contrary contained in the Applicable Rules, the sole purpose of such review shall be to verify consistency with the Development Standards, Applicable Rules and Project Approvals. The City Planning and Building Safety Director shall approve all features which are consistent with the Development Standards, Applicable Rules or Project Approvals or are otherwise specifically approved by this Agreement and shall have no authority to disapprove or conditionally approve any features or matters which are consistent with or otherwise have been specifically approved by the Agreement. 5.6 Timine of Develoument. In Pardee Construction Co. v. Citv of Camarillo (Pardee), 37 Cal.3d 465 (1984), the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of development resulted in a later -adopted initiative restricting the rate of development to prevail against the parties' agreement. City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer shall have the right, without obligation, to develop the Property in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment subject to the terms of this Agreement. In furtherance of the Parties' intent, as set forth in this Section, no future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution or other action, that purports to limit the rate or timing of development over time or alter the sequencing of development phases, whether adopted or imposed by the City Council or through the initiative or referendum process, shall apply to the Property. However, noting in this Section shall be construed to limit City's right to enforce Developer's obligation pursuant to this Agreement to provide all infrastructure required by the project Approvals and this Agreement. 9 193 5.7 Term. This Agreement shall be in effect for a period of 20 years from the Effective Date of the Enabling Ordinance. However, Developer or City shall be entitled to, by written notice to the other Party prior to the Agreement's expiration, one (1) five (5) -year extension, provided that the requesting Party is not in material default of its obligations hereunder at such time. 5.8 Issuance of Building Permits. No building permit, final inspection or Certificate of Occupancy will be unreasonably withheld, conditioned, or delayed from the Developer if all infrastructure required to serve the portion of the Property covered by the building permit, final inspection or Certificate of Occupancy is in place or is suitably guaranteed to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of the City prior to completion of construction and all of the other relevant provisions of the Project Approvals, Future approvals and this Agreement have been satisfied. 5.9 Satisfaction of Mitigation Measures and Conditions. In the event that any of the mitigation measures or conditions required of Developer hereunder have been implemented by others, Developer shall be conclusively deemed to have satisfied such mitigation measures or conditions, consistent with CEQA. If any such mitigation measures or conditions are rejected by a governmental agency with jurisdiction, the Developer may implement reasonably equivalent substitute mitigation, consistent with CEQA, to the City's satisfaction, in lieu of the rejected mitigation measures or conditions. Such substitution shall be deemed to be a Minor Modification pursuant to Section 5.4.1 above. 5.10 Moratorium. The City shall not impose a moratorium on the Property unless such is necessary to protect a significant threat to the health, safety and welfare of the City. 5.11 Performance of Citv Planning and Building Safetv Director Duties. If the City determines at any time during the term of this Agreement that the duties to be performed by the City Planning and Building Safety Director under this Agreement will be performed by one or more staff members other than the Planning and Building Safety Director, the City shall endeavor to notify the Developer of such change. The City shall ensure that a person or persons are designated at all times to carry out the duties of the Planning and Building Safety Director set forth in this Agreement. 6. Developer Agreements. 6.1 General. The Developer shall comply with (i) this Agreement, (ii) the Project Approvals, including without limitation all mitigation measures required by the determination made pursuant to the California Environmental Quality Act, and (iii) all Future Approvals for which it is the applicant or a successor in interest to the applicant. 6.2 Development Fees. Subject to the provisions of Section 4.4 above, Developer shall pay the development fees in effect at such time that building permits are issued for the Project. The Developer shall be entitled to credits against the City's traffic mitigation fees to the extent off- site traffic improvements that are required by the Project Approvals are included in any subsequent to 194 traffic fee mitigation program adopted by the City pursuant to Government Code Section 66000 et seq. Such credits shall be based upon the actual audited costs and shall only be granted to the extent such improvements are constructed in accordance with all applicable state and local laws. The Developer waives any and all rights it may have to challenge development fees that are currently applicable to development within the City and the City's right to amend its current development fees and/or impose additional development fees. However, the Developer retains the legal right to challenge the amount of any such amended or increased development fees to the extent such are not in compliance with the requirements of Government Code Section 66000 et seq. as well as its right to receive credits against such amended or increased fees. 6.3 Maintenance Obligations,. The Developer shall maintain all portions of the Property in its possession or control, and any improvements thereon, in a first class clean, neat and orderly manner. The Parties' respective maintenance obligations shall survive any termination or expiration of this Agreement. 6.4 Term of Mat)(s) and Other Proiect Awrovals,. Pursuant to California Government Code Sections 66452.6(a) and 65863.9, the term of any subdivision or parcel map that has been or in the future may be processed on all or any portion of the Property and the term of each of the Project Approvals shall be extended for a period of time through the scheduled termination date of this Agreement as set forth in Section 5.7 above. 6.5 Sales and Use Tax. (a) In the event the contract price for any work on the Project is valued at five million dollars ($5,000,000,000) or more, Developer agrees to report, on a State Board of Equalization Tax Return, any purchases of tangible personal property made in connection with the finishing of and/or installation of materials, or fixtures for the Project, when such purchases were made without sales or use tax due. Developer shall indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, Developer shall also obtain a permit or a sub -permit from the State board of Equalization indicating the City as the registered job site location, in accordance with State Board of Equalization Operations Memorandum No. 1023. (b) Developer further agrees that if Developer retains contractors or subcontractors to perform a portion of work in the Project, and said contracts or subcontracts are valued at five million dollars ($5,000,000) or more, said contracts or subcontracts shall contain the provisions set forth, in Subsection (a) above. (c) The Director of Finance of the City is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 6.5 upon proof to the reasonable satisfaction of the Director of Finance that Developer and/or its contractors or subcontractors have made good faith efforts to obtain said permit or sub -permits, but were denied the same by the State Board of Equalization. 6.6 Future Construction Activities. Future development in the C-4 Zone will likely involve the construction of significant public infrastructure improvements (including, without limitation, public roadways and utilities). The Developer, owners and occupants of the Property 1 195 are hereby on notice that such construction activities may result in reduced access to the Property and other temporary physical and financial negative impacts to the Property and the uses thereon due to traffic re-routing, noise, dust, vibration and other normal and temporary construction related impacts. Developer and owners of the Property agree not to file any claims or legal or equitable actions against the City, or against other developers in the C-4 Zone, relating to, or arising from, temporary negative impacts associated with the construction olMpublic improvements; nor shall Developer or the owners of the Property seek to enjoin the construction activities or seek damages based upon or arising out of alleged or actual temporary business interruption to or temporary business financial losses incurred by the Developer, owners or occupants of the Property. The Developer and owners of the Property agree to include a similar provision in all future leases, or future amendments to current leases and the City shall be listed as a third -party beneficiary to such provision. This provision shall survive the termination of this Agreement and shall remain in effect for a period of 30 years from the effective date of this Agreement. 6.7 Park Place Extension. The Second Amendment to the Original Development Agreement contained provisions which provided as follows: 6.7.1 Park Place Extension Requirement. Concurrently with the City's approval of the original Project Approvals, the City also redesignated and rezoned the Other C-4 Property with a "Commercial Center (C-4)" land use and zoning designation. In connection with the development of the Other C-4 Property, Developer has acknowledged that, as an integral part of being permitted to fully develop the Other C-4 Property, Park Place (a four -lane east -west street) will be required to be extended from its existing terminus at Nash Street to connect with Park Place in Area A (the "Park Place Extension"). To affirm Developer's commitment to develop Park Place as an integral part of the development of the Other C-4 Property if Developer or an affiliate acquires and develops substantially all of the Other C-4 Property, City has requested and Developer has agreed that as Developer, or any affiliate of Developer, acquires portions of the Other C-4 Property, to the extent such acquired portions of the Other C-4 Property include segments of the right-of-way for the Park Place Extension (the "Park Place Segments"), Developer or its affiliate shall cause the Park Place Segments to become the subject of an irrevocable offer of dedication to the City. 6.7.2 Park Place Extension Fundiniz. In addition to agreeing to cause the Park Place Segments to become the subject of an irrevocable offer of dedication in accordance with the provisions of Recital 6.7.1 above, Developer has agreed, subject to the satisfaction of the "Park Place Extension Conditions Precedent" (as hereinafter defined) and certain other conditions (set forth is the remainder of this section 6.7 below), to fund up to Two Million Four Hundred Eighteen Thousand Dollars ($2,418,000) (the "Park Place Extension Fund") to City in order to permit City to undertake the activities to extend Park Place which includes (a) that portion of the Park Place Extension (the "Honeywell Park Place Segment") that is currently owned by Honeywell International ("Honeywell"), (b) that portion of the Park Place Extension (the "Chevron Park Place Segment") that is currently owned by Chevron Corporation ("Chevron") and (c) that portion of the Park Place Extension (the "Union Pacific RR Park Place Segment") that is currently owned by the Union Pacific Railroad. The approximate locations of the Honeywell Park Place Segment, the Chevron Park Place Segment and the Union Pacific RR Park Place Segment are depicted on NA 196 EXHIBIT C attached hereto and incorporated herein by reference. In order to secure Developer's obligation to snake the Park Place Extension Fund payment, Developer has agreed to cause Developer's affiliate, Rosecrans -Sepulveda Partners, 4, LLC's ("RSP 4") to execute the "RSP 4 Deed of Trust" (as hereafter defined) in favor of City covering approximately 8.76 acres of the Other C-4 Property currently owned by RSP 4 (the "RSP 4 Property"). In addition, in order to ensure that Developer complies with its Park Place Extension Fund obligation, Developer has agreed that a condition precedent to Developer's right to receive a Certificate of Occupancy for any building in the Other C-4 Property shall be RSP 4's execution of the RSP 4 Deed of Trust. 6.7.3 Irrevocable Offers to Dedicate. To the extent Developer, or any affiliate of Developer, acquires any portion of the Other C-4 Property and such acquired portion contains any portion of the designated right-of-way for Park Place, Developer shall execute, or cause its affiliate to execute, an irrevocable offer to dedicate such designated right-of-way portion of Park Place to the City. As used in this Section 6.7, the term "affiliate" shall mean an entity controlling, controlled by or under common control with the entity to which the term applies, whether by ownership, contract or voting control. In addition, the term "affiliate" shall mean any entity that was a member of RSP 2, which was a predecessor in interest to Developer ("Member"), which Members included Mar El Segundo, LLC, a Delaware limited liability company, CCA Sepulveda, LLC, a California limited liability corporation, Continental Rosecrans -Sepulveda, Inc., a California corporation, Daniel Romano, an individual, and any affiliate of any Member. The term "affiliate" shall also include, individually, Richard Lundquist, Allan Mackenzie, Robert Comstock and Daniel Crosser. Notwithstanding the foregoing, no irrevocable offer to dedicate shall be accepted by City until (a) the alignment of the right-of-way for the Park Place Extension has been approved by the City Engineer and any other governmental agencies having jurisdiction over such right-of-way and (b) City has initiated such steps as may be required to acquire the right-of-way for those portions of the Park Place Extension, including, without limitation, those portions owned by existing railroads, pipeline easement holders, utilities and/or other third parties whose rights could impact or interfere with the construction and use of the Park Place Extension, that have not otherwise been offered for dedication to City (cumulatively, the "Park Place Extension Conditions Precedent"). 6.7.4 Developer Funding. Developer's Funding of City's Acquisition of the Honeywell, Chevron and Union Pacific RR Park Place Segments; Security for Developer's Performance. Subject to the satisfaction of the Park Place Extension Conditions Precedent and to all applicable governmental permits and requirements (federal, state and/or local) including, without limitation, compliance with CEQA and laws relating to hazardous materials, having been obtained and/or satisfied with respect to the approval, design, remediation and construction of the Park Place Extension and a funding plan for the design and construction of the Park Place Extension having been approved by City (which funding plan may include Developer's payment of the Park Place Extension Fund in accordance with the provisions of this Section 6.7 and any other dedications and payments as Developer, or any Developer affiliate, may agree to in connection with the development of Area B), Developer agrees, upon the (a) commencement by City of acquisition of the right-of-way for the Honeywell Park Place Segment, the Chevron Park 13 197 Place Segment and/or the Union Pacific RR Park Place Segment, and (b) award of a construction contract to extend Park Place to pay, within thirty (30) days of Developer's receipt of a written request from City, to City that portion of the Park Place Extension Fund to the extent City requires all or any portion of such Fund in order to complete its acquisition of the Honeywell, Chevron and/or Union Pacific RR Park Place Seginent(s). In order to secure the obligation of Developer to make the Park Place Extension Fund payment, Developer shall cause RSP 4 to execute and record a Deed of Trust secured by the RSP 4 Property, such Deed of Trust to be in a form mutually and reasonably agreed upon by City and RSP 4 (the "RSP 4 Deed of Trust") and shall only be subject to the encumbrances identified on EXHIBIT D attached hereto and incorporated herein by reference. Developer shall cause an ALTA title; policy in the amount of $2,418,000 to be issued to the City for the RSP 4 Deed of Trust. In order to ensure RSP 2's performance in accordance with the provisions of this Section 6.7.4, no Certificate of Occupancy shall be issued by City for any building in Phase 1 B until RSP 4 has executed and recorded the RSP 4 Deed of Trust and the title policy has been issued to the City. In addition, Developer agrees to use reasonable business efforts to cause Honeywell, subject to the Park Place Conditions Precedent, to irrevocably offer to dedicate the Honeywell Park Place Segment to the City. RSP hereby acknowledges that the dedications and payments referenced in Section 6.7.3 and 6.7.4 of this Agreement may not represent the entire share of the costs that Developer or its affiliates may be ultimately required to pay towards the extension of Park Place. 6.7.5 Funding/Financing for the Desian. Acquisition and Construction of the Park Place Extension, The Parties agree to continue to work together to identify and seek to secure funding and/or financing sources for the design, acquisition and construction of the Park Place Extension. 6.7.6 Use of Park Place Extension Funds for Construction of Park Place. To the extent the entire Park Place Extension Fund is not required to be used by City for the acquisition of the Honeywell, Chevron and/or Union Pacific RR Segments, any funds remaining shall be paid to City by Developer within thirty (30) days of Developer's receipt of a written request from City confirming the award of a construction contract to extend Park Place; provided, however, to the extent Developer, or any affiliate of Developer, from time to time, acquires all or any portion of the Honeywell, Chevron and/or Union Pacific RR Segments, the Park Place Extension Fund shall be reduced by an amount equal to $30 multiplied by the total number of square feet in the Honeywell, Chevron and/or Union Pacific RR Segments acquired by Developer, or any affiliate of Developer, and irrevocably offered for dedication to the City in accordance with the provisions of Section 6.7.3 above. 6.7.7 Citv Acknowledgement of Transfer of Resoonsibilities and Recordation of RSP 4 Deed of Trust. City acknowledges that the requirements of this Section 6.7 relating to the RSP 4 Deed of Trust has been satisfied. The RSP 4 Deed of Trust was recorded as Instrument Number 20120003205 on January 3, 2012 in the County Recorder's Office of Los Angeles County. City further acknowledges that Developer and RSP4 recorded an Amended and Restated Restrictive Covenants and Grant of Easements Agreement whereby RSP 4 agreed to comply with all obligations regarding the Park Place Extension ("Revised Restrictive Covenant"). This document was recorded as February 2, 2012 as Instrument Number 20120190609 in the County 14 Recorder's Office of Los Angeles County. The City acknowledges that the obligations set forth in this Section 6.7 are of no further force and effect as it pertains to Developer. The sections are set forth above for purposes of providing a reference for the Revised Restrictive Covenant. 6.8 Third -Party Agreements Restricting Uses on Pronertv. Developer warrants and represents that it has not and will not enter into any agreements with third -parties, or record any restrictions against the Property, which directly or indirectly limit the potential uses for the Property that are currently permitted pursuant to this Agreement or in the CA Zone in any respect, including but not limited to types and/or sizes of structures or businesses, types of uses, or the owners of any businesses allowed on the Property. The Developer may request that the City Council consent to any such restriction which consent may be withheld in the City Council's sole discretion. Without acknowledging that any of the uses identified in (5) and (7) below are permitted pursuant to this Agreement or the CA Zone, the provisions of this Section 6.11 shall not apply to, or affect or restrict the terms of (1) any lease between the Developer and a bona fide tenant of the Property for purposes of restricting competition relating to the tenant's business: (2) any purchase and sale agreement between the Developer and a bona fide retail business/purchaser of one or more parcels of the property for purposes of restricting competition relating to the retailer's business; (3) any agreement or permit between the Developer and any federal, state or regional regulatory agency (not including the County of Los Angeles (except to the extent County permits may be required to drill any wells on the Property and/or to discharge into the sanitary sewer system) or cities), such as, but not limited to the Anny Corps of Engineers, the Environmental Protection Agency, the Department of Fish and Wildlife, the Department of Toxic Substances Control, the Public Utilities Commission, the Regional Water Quality Control Board and the California Department of Fish and Game; (4) normal and customary covenants, conditions and restrictions for retail centers (commonly referred to as "CC&R's") so long as such do not restrict the uses that are currently permitted on the Property pursuant to this Agreement or the C- 4 zone; (5) any restrictions on residential, health care, child care, schools, or other similar uses imposed by the current owner of the Property, Honeywell International Inc.; (6) any restrictions on using groundwater underneath the Property for human consumption, irrigation, or other purposes that might bring groundwater into contact with humans; or (7) restrictions prohibiting bowling alleys, arcades, skating rinks, billiard rooms, carnivals or circuses, the sale of used goods or materials, dance halls, bars (not including bars that are an ancillary use to another permitted use); funeral parlors, the sale of paraphernalia for use with illegal drugs, automobile services (including but not limited to service stations), automobile sales, liquidation sales (not including court ordered sales), veterinary services (except as ancillary use to a pet store), tattoo parlors and pawn shops. Citv/Develover Agreements. 7.1 Exvedited Processing. The City shall process, at Developer's expense, in an expedited manner all plan checking, excavation, grading, building, encroachment and street improvement permits, Certificates of Occupancy, utility connection authorizations, and other ministerial permits or approvals necessary, convenient or appropriate for the grading, excavation, construction, development, improvement, use and occupancy of the Project in accordance with the City's accelerated plan check process under the Applicable Rules. Without limiting the foregoing, 15 199 if requested by Developer, the City agrees to utilize private planners and plan checkers (upon Developer's request and at Developer's cost) and any other available means to expedite the processing of Project applications, including concurrent processing of such applications by various City departments. 7.2 Processing Cooperation and Assistance. To the extent permitted by law, the City shall reasonably cooperate with the Developer in securing any and all entitlements, authorizations, permits or approvals which may be required by any other governmental or quasi -governmental entity in connection with the development of the Project or the Property. Without limiting the foregoing, the City shall reasonably cooperate with the Developer in any dealings with federal, state and other local governmental and quasi -governmental entities concerning issues affecting the Property. The City shall endeavor to keep the Developer fully informed with respect to its communications with such agencies which could impact the development of the Property. 7.3 Processing During Third Partv Litigation. The filing of any third party lawsuit(s) against the City or the Developer relating to this Agreement, the Project Approvals, any Future Approvals or to other development issues affecting any portion of the Property or the Project shall not hinder, delay or stop the development, processing or construction of the Project, approval of the Future approvals, or issuance of ministerial permits or approvals, unless the third party obtains a court order restraining the activity. 8. Mod ificati on/Susnension. Pursuant to Government Code Section 65869.5, in the event that any state or federal law or regulation, enacted after the Effective Date (as defined in Section 18), precludes compliance with any provision of this Agreement, such provision shall be deemed modified or suspended to the extent practicable to comply with such state or federal law or regulation, as reasonably determined necessary by City. Upon repeal of said law or regulation or the occurrence of any other event removing the effect thereof upon the Agreement, the provisions hereof shall be restored to their full original effect. 9. Demonstration of Good Faith Comoliance. 9.1 Review of Compliance. In accordance with Government Code Section 65865.1, this Section 9 and the Applicable Rules, once each year, on or before each anniversary of the Effective Date ("Periodic Review"), the City Planning and Building Safety Director shall review the extent of the Developer's good faith substantial compliance with the terms and provisions of this Agreement as well as the performance by the City of its obligations under this Agreement. 9.2 Good Faith Com.oliance. During each Periodic Review, the Developer shall demonstrate by written status report that, during the preceding twelve (12) month period, that it has been in good faith compliance with this Agreement. For purposes of this Agreement, the phrase "good faith compliance" shall mean that the Developer has demonstrated that it has acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith in and has substantially complied with the Developer's material obligations under this Agreement. 16 200 9.3 Information to be Provided to Develoner. The City shall deliver to the Developer a copy of all staff reports prepared in connection with a Periodic Review, any prior staff reports generated during the review period, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review, but in no event later than six (6) business days prior to the City Planning and Building Safety Director's submittal of a report setting forth his or her determination as to the results of the Periodic Review. Subject to the provisions of Section 14.1 below, upon the Developer's request, the Developer shall be given a full and adequate opportunity to be heard orally and in writing regarding its performance and, at its option, the city's performance under the Agreement prior to the completion of the City Planning and Building Safety Director's Periodic Review. 9.4 Notice Of Non -Compliance: Cure Rights. Subject to the provisions of Section 14.1 below, if at the completion of any Periodic Review, the City Planning and Building Safety Director reasonably concludes on the basis of substantial evidence that as to any parcel or parcels comprising the Property (i) the Developer has not demonstrated that it is in good faith compliance with this Agreement, and (ii) that the Developer is out of compliance with a specific substantive term or provision of this Agreement, then the City Planning and Building Safety Director may issue and deliver to the Developer a written Notice of Violations set forth in Section 11.1 below. 9.5 Determination of Develouer's Compliance. If the City Planning and Building Safety Director detennines that the Developer has demonstrated that it is in good faith compliance with this Agreement, the City PIanning and Building Safety Director's determination shall be deemed final and non -appealable. If the Developer appeals to the Planning Commission a determination by the City Planning and Building Safety Director that the Developer is not in compliance with this Agreement and the Planning Commission determines that the Developer has demonstrated that it is in good faith compliance with this Agreement, the Planning Commission's determination shall be deemed final and non -appealable. If the Developer appeals to the City Council a determination by the Planning Commission that the Developer is not in compliance with this Agreement and the City Council determines that the Developer has demonstrated that it is in good faith compliance with this Agreement, the City Council's determination shall be deemed final and non -appealable. 9.6 Failure of Periodic Review. The City's failure to review, at least annually, compliance by the Developer with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement. 10. Excusable Delays. Performance by any Party of its obligations hereunder shall be excused during any period of "Excusable Delay," as hereinafter defined, provided that the Party claiming the delay gives notice of the delay to the other Party as soon as reasonably possible after the same has been ascertained. For purposes hereof, Excusable Delay shall mean delay that directly affects, and is beyond the reasonable control of, the party claiming the delay, including without limitation: (1) act of God; (b) civil commotion: (c) riot: (d) strike, picketing or other labor dispute; (e) shortage of materials or supplies; (f) damage to work in progress by reason of fire, flood, earthquake or other casualty; (g) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or managed by a governmental entity other than City; (h) 2A 201 litigation brought by a third party attacking the validity of this Agreement, a Project Approval, a Future Approval or any other action necessary for development of the Property, (i) delays caused by any default by City or the Developer hereunder, or 0) delays due to the presence or remediation of hazardous materials. The teen of this Agreement shall be extended by any period of Excusable Delay. 11. Default Provisions. 11.1 Default. Either Party to this Agreement shall be deemed to have breached this Agreement if it materially breaches any of the provisions of this Agreement and the same is not cured within the time set forth in a written notice of violation (the "Notice of Violation") from the non -breaching Party to the breaching Party, which period of time shall not be less than ten (10) days for monetary defaults, and not less than sixty (60) days for non -monetary defaults from the date that the notice is deemed received, provided if the breaching Party cannot reasonably cure a non -monetary default within the time set forth in the notice, then the breaching Party shall not be in default if it commences to cure the default within such time limit and diligently effects such cure thereafter. If the City determines that a default may have occurred, the City shall give written notice to the Developer of its intention to terminate this Agreement and comply with the notice and public hearing requirements of Government Code Sections 65867 and 65868. At the time and place set for the hearing on termination, the Developer shall be given an opportunity to be heard. If the City Council finds based upon the evidence that the Developer is in breach of this Agreement, the City Council may modify or terminate this Agreement. 11.2 Content of Notice of Violation.. Every Notice of Violation shall state with specificity that it is given pursuant to this Section of the Agreement, the nature of the alleged breach, (including references to the pertinent provisions of this Agreement), the portion of the Property involved, and the manner in which the breach may be satisfactorily cured. The notice shall be deemed given in accordance with Section 19 hereof. 11.3 Remedies for Breach. The Parties agree that the remedies for breach of this Agreement shall be limited to the remedies expressly set forth in this section. Developer's remedies for any breach of this Agreement by City shall be limited to injunctive relief and/or specific performance. 12. Morteaeee Protection. This Agreement shall not prevent or limit the Developer, in any manner, at Developer's sole discretion, from encumbering the Property or any portion thereof or any improvements thereon by any mortgage, deed of trust or other security device. The City acknowledges that the lender(s) providing such financing ("Mortgagee") may require certain Agreement interpretations and agrees, upon request, from time to time, to meet with the Developer and representatives of such lender(s) to provide within a reasonable time period the City's response to such requested interpretations. The City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof, including without limitation the purchaser at a judicial or non judicial foreclosure sale or a person or entity who obtains title by deed -in -lieu of foreclosure on the 18 202 Property shall be entitled to the following rights and privileges: 12.1 Mortaaae Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the priority of the lien of any mortgage or deed of trust on the Property made in good faith and for value. No Mortgagee shall have an obligation or duty under this Agreement to perform the Developer's obligations, or to guarantee such performance, prior to taking title to all or a portion of the Property. 12.2 Reauest for Notice to Mortaaaee. The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive a copy of any Notice of Violation delivered to the Developer. 12.3 Mortiza2ce's Time to Cure. The city shall provide a copy of any Notice of Violation to the Mortgagee within ten (10) days of sending the Notice of Violation to the Developer. The Mortgagee shall have the right, but not the obligation, to cure the default for period of thirty (30) days after receipt of such Notice of Violation. Notwithstanding the foregoing, if such default shall be a default which can only be remedied by such Mortgagee obtaining possession of a Property, or any portion thereof, and such Mortgagee seeks to obtain possession, such Mortgagee shall have until thirty (30) days after the date of obtaining such possession to cure or, if such default cannot reasonably be cured within such period, to commence to cure such default, provided that such default is cured no later than one (1) year after Mortgagee obtains such possession. 12.4 Cure Riehts. Any Mortgagee who takes title to all of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, shall succeed to the rights and obligations of the Developer under this Agreement as to the Property or portion thereof so acquired; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of the Developer arising prior to acquisition of title to the Property by such Mortgagee, except that any such Mortgagee shall not be entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary or non - monetary obligations due under this Agreement for the Property, or portion thereof acquired by such Mortgagee, have been satisfied. 12.5 Bankruvtcy. If any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving the Developer, the times specified in Section 12.3 above shall be extended for the period of the prohibition, except that any such extension shall not extend the term of this Agreement. 12.6 Disaffirmation. If this Agreement is terminated as to any portion of the Property by reason of (i) any default or (ii) as a result of a bankruptcy proceeding, this Agreement is disaffirmed by a receiver, liquidator, or trustee for the Developer or its property, the City, if requested by any Mortgagee, shall negotiate in good faith with such Mortgagee for a new 19 203 development agreement for the Project as to such portion of the Property with the most senior Mortgagee requesting such new agreement. This Agreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this Section. 13. Estoppel Certificate. At any time and from time to time, the Developer may deliver written notice to City and City may deliver written notice to the Developer requesting that such Party certify in writing that, to the knowledge of the certifying Party (i) this Agreement is in full force and effect and a binding obligation of the Parties, (ii) this Agreement has not been amended, or if amended, the identity of each amendment, and (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach. The Party receiving such a request shall execute and return the certificate within thirty (30) days following receipt of the notice. The failure of the City to deliver such a written notice within such time shall constitute a conclusive presumption against the City that, except as may be represented by the Developer, this Agreement is in full force and effect without modification, and that there are no uncured defaults in the performance of the Developer. The City Planning and Building Safety Director shall be authorized to execute, on behalf of the City, any Estoppel Certificate requested by the Developer. City acknowledges that a certificate may be relied upon by successors in interest to the Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Property in which that Developer has a legal interest. 14. Administration of Agreement. 14.1 Appeal of Staff Determinations. Any decision by City staff concerning the interpretation or administration of this Agreement of development of the Property in accordance herewith may be appealed by the Developer to the Planning Commission, and thereafter, if necessary, to the City Council pursuant to the El Segundo Municipal Code. The Developer shall not seek judicial review of any staff decision without first having exhausted its remedies pursuant to this Section. Final determinations by the City Council are subject to judicial review subject to the restrictions and limitations of California law. 14.2 Overatine Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by City and Developer, which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by City and the Developer. Operating Memoranda are not intended to and shall not constitute an amendment to this Agreement but are mere ministerial clarifications, therefore public notices and hearings shall not be required. The City Attorney shall be authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 15 below. The authority to enter into such operating memoranda is hereby delegated to the City Planning and 20 204 Building Safety Director, and the City Planning and Building Safety Director is hereby authorized to execute any operating memoranda hereunder without further City Council action. 14.3 Certificate of Performance. Upon the completion of the Project, or the completion of development of any parcel within the Project, or upon completion of performance of this Agreement or its earlier revocation and termination, the City shall provide the Developer, upon the Developer's request, with a statement ("Certificate of Performance") evidencing said completion or revocation and the release of the Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance shall be signed by the appropriate agents of the Developer and the City and shall be recorded in the official records of Los Angeles County, California. Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 3093. 15. Amendment or Termination by Mutual Consent. Except as otherwise set forth herein, this Agreement may only be amended or terminated, in whole or in part, by mutual consent of City and the Developer, and upon compliance with the provisions of Government Code Section 65867. 16. Indemnification/Defense. 16.1 Indemnification. The Developer shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officers, employees and agents from and against any and all losses, liabilities, fines, penalties, costs, claims, demands, damages, injuries or judgments arising out of, or resulting in any way from, the Developer's performance pursuant to this Agreement except to the extent such is a result of the City's negligence or intentional misconduct. Developer shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officers, employees and agents from and against any action or proceeding to attack, review, set aside, void or annul this Agreement or the Project Approvals or any provisions thereof, including without limitation the CEQA determination and rezoning relating to the Other C-4 Property which is not otherwise the subject of this Agreement. 16.2 Defense of Aereement. If the City accepts Developer's indemnification and defense as provided in Section 16.1 above, the City agrees to and shall timely take all actions which are necessary or required to uphold the validity and enforceability of this Agreement and the Applicable Rules. This Section 16 shall survive the termination of this Agreement. 17. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 18. Effective Date. This Agreement shall become operative on the date the Enabling Ordinance approving this Revised and Restated Development Agreement becomes effective (the "Effective Date") pursuant to Government Code Section 36937. 19. Notices. Any notice shall be in writing and given by delivering the same in person or by 21 205 sending the same by registered or certified mail, return receipt requested, with postage prepaid, by overnight delivery, or by facsimile to the respective mailing addresses, as follows: If to City: City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: City Clerk With a Copy to: Hensley Law Group 3655 Torrance Boulevard, Suite 300 Torrance, California 90503 Attention: Mark D. Hensley, Esq. If to Developer: Street Retail Inc. Debbie Colson Senior Vice President, Legal Operations 1626 E. Jefferson Street Rockville, MD 20852-404 With a Copy to: Jeffrey S. Berkes Vice President Federal Realty Investment Trust 356 Santana Row, Suite 1005 San Jose, CA 95128 With a Copy to: Law Offices of Lisa E. Kranitz 1031 Avenue C Redondo Beach, CA 90277 Either City or Developer may change its mailing address at any time by giving written notice of such change to the other in the manner provided herein at least ten days prior to the date such change is affected. All notices under this Agreement shall be deemed given, received, made or communicated on the earlier of the date personal delivery is effected or on the delivery date or attempted delivery date shown on the return receipt, air bill or facsimile. 20. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and all prior agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended, except as expressly provided herein. This Agreement specifically supersedes the Revised and Restated Development Agreement.. 21. Conditions of Nonroval. The Conditions of Approval are amended as set forth in EXHIBIT E, which is attached hereto and incorporated herein by reference. 22. Waiver. No waiver of any provision of this Agreement shall constitute a waiver of any 22 1T other provision, whether or not similar; nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 23. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 24. Relationshin of the Parties. Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of any other Party in any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as creating the relationship of partners, joint ventures or any other association of any king or nature between City and Developer, jointly or severally. 25. No Third Part Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person or party shall have any right of action based upon any provision of this Agreement. 26. Recordation of Agreement and Amendments. This Agreement and any amendment thereof shall be recorded with the County Recorder of the County of Los Angeles by the City Clerk of City. 27. Coon_ oration Between Citv and Developer. City and Developer shall execute and deliver to the other all such other and further instruments and documents as may be reasonably necessary to carry out the purposes of this Agreement. Upon satisfactory performance by Developer, and subject to the continuing cooperation of the Developer, City will commence and in a timely manner proceed to complete all steps necessary for the implementation of this Agreement and development of the Project or Property in accordance with the terms of this Agreement. 28. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they shall not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Applicable Rules or the Project Approvals or the Future Approvals, the provisions of this Agreement shall control. 29. Joint Preparation. This Agreement shall be deemed to have been prepared jointly and equally by the Parties, and it shall not be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. 30. Governine Law and Venue. This Agreement is made, entered into, and executed in the County of Los Angeles, California, and the laws of the State of California shall govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this Agreement shall be fled in the appropriate court having jurisdiction in the County of Los Angeles. 23 207 31. Attornevs' Fees. In the event any action, suit or proceeding is brought for the enforcement or declaration of any right or obligation pursuant to, or as a result of any alleged breach of, this Agreement, the prevailing Party shall be entitled to its reasonable attorneys' fees and litigation expenses and costs, and any judgment, order or decree rendered in such action, suit or proceeding shall include an award thereof. Attorneys' fees under this section shall include attorneys' fees on any appeal and any post- judginent proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. 32. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument. 33. Weekend/Holidav Dates. Whenever any determination is to be made or action to be taken on a date specified in this Agreement, if such date shall fall upon a Saturday, Sunday or holiday observed by federal savings banks in the State of California, the date for such determination or action shall be extended to the first business day immediately thereafter. 34. Not a Public Dedication. Except as otherwise expressly provided herein, nothing herein contained shall be deemed to be a gift or dedication of the Property, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property. The Developer shall have the right to prevent or prohibit the use of the Property, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose which is not consistent with the development of the Project. Any portion of the Property conveyed to the City by the Developer as provided herein shall be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City shall not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Property that would deprive the Developer of the material benefits of this Agreement, or would in any manner interfere with the development of the Project as contemplated by this Agreement. IN WITNESS WHEREOF, Developer and City of El Segundo have executed this Development Agreement on the date first above written. CITY: City of El Segundo, a municipal corporation Drew Boyles, Mayor 24 ATTEST Tracy Weaver City Clerk APPROVED AS TO FORM: By: Mark D. Hensley, City Attorney Western Region DEVELOPER: PESP PES PARTNERS, LLC, a Delaware limited liability company By: Street Retail, Inc., a Maryland corporation Its: Manager Jeffrey S. Berkes, Vice -President Western Region STREET STREET RETAIL, INC., a Maryland corporation in 25 Jeffrey S. Berkes, Vice -President 209 26 210 EXHIBIT A LEGAL DESCRIPTIONS The Plaza El SeLyundo Property — Phase 1A Lots 1 through 17 of Vesting Tract No. 61630, in the City of El Segundo, County of Los Angeles, State of California, as per map filed in Book 1370, Pages 41 through 51, of Maps, in the Office of the County Recorder of said County. The Paint Pronertv — Phase 1B Parcel 1 of the Certificate of Compliance, in the City of El Segundo, County of Los Angeles, State of California, Recorded July 29, 2013, as Instrument No. 20131105767 of the Official Records, in the Office of the County Recorder of said County. 27 211 EXHIBIT B ASSIGNMENT AND ASSUMPTION AGREEMENT 28 212 Recording Requested By and When Recorded Mail To: Street Retail, Inc. Boris Ipekar, Legal Counsel 1626 East Jefferson Street Rockville, MD 20852 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered into by and among PES Partners, LLC, a Delaware limited liability company ("PESP") and Street Retail, Inc., a Maryland Corporation ("Street") ("Assignors"), and, , a ("Assignee"). RECITALS A. The City of El Segundo ("City") and Assignor entered into that certain Revised and Restated Development Agreement dated , 20_ (the "Development Agreement"), with respect to the real property located in the City of El Segundo, State of California more particularly described in Exhibit "A" attached hereto (the "Project Site"), and B. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of for the Project Site (collectively, the "Project Approvals"). C. Assignor intends to sell, and Assignee intends to purchase that portion, of the Project Site more particularly described in Exhibit "B" attached hereto (the "Transferred Property"). D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property. THEREFORE, the parties agree as follows: 1. Assienment. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee hereby accepts such assignment from Assignor. 29 213 2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property, including but not limited to those obligations specifically allocated to the Transferred Parcel as set forth on Exhibit "C" attached hereto. 3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement shall be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Transferred Property. 4. Remainder of Proiect. Any and all rights or obligations pertaining to such portion of the Project Site other than the Transferred Property are expressly excluded from the assignment and assumption provided in sections 1 and 2 above. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. "ASSIGNOR" PESP PES PARTNERS, LLC, a Delaware limited liability company By: Rosecrans -Sepulveda Partners 3, LLC, a Delaware limited liability company Its: Sole Member By: Street Retail, Inc., a Maryland corporation Its: Manager By: Jeffrey S. Berkes, Vice President — Western Region STREET STREET RETAIL, INC., a Maryland corporation By: Jeffrey S. Berkes, Vice President — Western Region 30 214 Date: "ASSIGNEE" By: Its: gy 215 RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of El Segundo on this _ day of , CITY OF EL SEGUNDO Planning and Building Safety Director or Designee 32 216 EXHIBIT C PARK PLACE SEGMENTS L�sli!',� AEP► WV OF AU" OA3WJ4 QtiEIOM AILD SWIMRM PALM ISP PARR PLACE SEWDV IS t � A�ggAIIR� � AN PAMr f A 1 L I D W -A Y , AUAW L a 41 FES p4wom SID SEPUL VEDA BOULEVARD ®Aures *M9 - EM AM �rcrlrl�l.lr.s 390AM 1 4 - 00 AQW Enpineering. InC. lith ■y�Y>Q1R Ig6N — dN ACV Bell tH>wtura�R+*d f��reTkllkwl RlEu�y 33 217 EXHIBIT D ENCUMBRANCES TO WHICH THE RSP 4 DEED OF TRUST MAY BE SUBJECT The RSP 4 Deed of Trust may only be encumbered by the exceptions identified in Section A of Schedule B (Items 1 through 5), and Section B of Schedule B (Items A, B, C.1 through C.5), of that certain preliminary title report issued by Commonwealth Land Title Company on November 7, 2007 (File No. 06158316-27). 34 218 EXHIBIT E CONDITIONS 35 219 EXHIBIT "A" TO RESOLUTION NO. EXHIBIT "E" TO REVISED AND RESTATED DEVELOPMENT AGREEMENT CONDITIONS OF APPROVAL 220 The following conditions are binding upon the property owner(s) and their successors in interest, including without limitation occupants of the property. All mitigation measures in the Environmental Impact Report (SCH No. 2003121037) for Environmental Assessment No. 631, Development Agreement No. 03-1, General Plan Amendment No. 03-4 & 03-5, Zone Change No. 03-2 & 03-3, Zone Text Amendment No. 04- 1, and Subdivision No 03-7,which are reflected in the Mitigation Monitoring and Reporting Program for the Sepulveda/Rosecrans Site Rezoning Reduced Traffic Generation Alternative and Plaza El Segundo Development Reduced Traffic Generation Alternative are incorporated by this reference into these conditions of approval. DEFINITIONS 2. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in these conditions. A. "P.B.S. Director" means the City of El Segundo Director of Planning and Building Safety, or designee. B. "EIR" means the Final Enviromnental Impact Report for the proposed Sepulveda/Rosecrans Site Rezoning and Plaza El Segundo development project (SCH No. 2003121037), El Segundo, California. C. `SSMC" means the El Segundo Municipal Code. D. "Development Agreement" or "Agreement" refers to the Revised and Restated Development Agreement. E. "Project Area" refers to each of the developable lots on the Plaza El Segundo development Project Site as shown on Vesting Tentative Tract Map No. 061630 in the City of El Segundo, County of Los Angeles, State of California, filed on June 6, 2012, Book 1370, pages 41-51, and refers to Lot 1 of Lot Line Adjustment No. 13-04 as reflected in that Certificate of Compliance, in the City of El Segundo, County of Los Angeles, State of California, recorded on July 29, 2013, as Instrument No. 2013-1105767, of official records in the office of the County Recorder of said County. F. "Project Site" refers to the 51.7 gross/46.60 net (after street dedications) acre site generally located south of Hughes Way, east of Sepulveda Boulevard, west of Douglas Street, and north of Rosecrans Avenue. G. "Project Site Phase 113" refers to the 13.050 gross/12.63 net acre site as shown as Lot 1 of the Lot Line Adjustment No. 13-04 as reflected in that Certificate of Compliance, in the City of El Segundo, County of Los Angeles, State of California, recorded on July 29, 2013, as Instrument No. 2013-1105767, of official records in the office of the County Recorder of said County, generally located south of the Union Pacific Railroad, east of Sepulveda Boulevard, west of Douglas Street and north of Rosecrans Avenue. 221 H. "Phase 1A" refers to the portion of the Project Area located north of the Union Pacific Railroad right-of-way. I. "Phase 113" refers to the portion of the Project Area located south of the Union Pacific Railroad right-of-way. "Sepulveda/Rosecrans Rezoning Site" refers to the approximately 110 acres generally located south of Hughes Way, east of Sepulveda Boulevard, west of Douglas Street, and north of Rosecrans Avenue which is the subject of a General Plan and Zoning Code Amendment that is being considered concurrently with the land use entitlements for the Project Area and the Project Site. 2. Except as otherwise specified in these Conditions of Approval, conditions must be satisfied before the issuance of a Building Permit for each building within the Project Area. AESTHETICS Lighting Before the issuance of the first Building Permit in the Project Area, the applicant must submit a Lighting Master Plan for the Project Area for the review and approval of the P.B.S. Director and the Police Chief. A Lighting Plan (construction drawings) and Photometric Study, consistent with the Lighting Master Plan must be reviewed and approved by the P.B.S. Director and the Police Department before the issuance of each Building Permit and must be installed before the issuance of each Certificate of Occupancy in the Project Area. The Lighting Plan and Photometric Study must demonstrate that the proposed project allows minimum off-site illumination but still complies with Police Department safety requirements. 4. The Lighting Master Plan must include, without limitation: a. Specific details for Foot-candle intensity; b. Specific lighting detail for parking areas and structures; pedestrian walkways; and access ways in and around buildings; On-site light fixtures that have been designed to direct the light downward and internal to the proposed project site to minimize off-site illumination; d. Specific detail regarding the location, type and height of lighting devices; e. Specific detail to illustrate compliance with the ESMC; and, 222 f. Weather and vandal resistant covers on lighting fixtures. 5. Before the issuance of each Certificate of Occupancy, the applicant must provide evidence to the P.B.S. Director and the Police Chief that outdoor lighting design has been installed in compliance with the approved Lighting Master Plan for the building that is the subject of the Certificate of Occupancy. Materials and Design 6. Before the issuance of the first Building Permit in the Project Area, the applicant must submit Final Working Drawings to the P.B.S. Director for design review. The applicant must provide a Building Materials Sample Board of the materials, colors, and elevation drawings to be utilized to the P.B.S. Director for review and approval. The design review must include, without limitation, the following design guidelines: a. All colors, textures, and materials on exterior elevation(s) must be coordinated to achieve a continuity of design; b. Exterior building materials must be compatible with developments in the vicinity; c. At least two primary exterior building materials (including, without limitation, stucco, stone, rock, and brick) must be used throughout the Plaza El Segundo project; d. The buildings must have contrasting accent features. Building materials must be of non -reflective coatings and glazings; e. The plans must demonstrate substantial compliance with plans and conditions approved and on file with the Planning and Building Safety Department. Any subsequent modification to the project as approved must be referred to the P.B.S. Director for a determination regarding the need for Planning Commission review of the proposed modification in accordance with the provisions of the Development Agreement; f. All buildings must be in accordance with the Project Area's Conditions, Covenants and Restrictions (CC&R's); g. All buildings must utilize energy efficient floor plans and controlled HVAC and heat generating equipment to reduce energy use for cooling and ventilation; h. All roof -mounted mechanical equipment and communications devices must be hidden behind building parapets or screens to screen these devices from off-site ground level view; i. Ground level mechanical equipment, refuse collectors, storage tanks, monitoring wells, generators, and other similar facilities must be screened from view with 223 dense landscaping and walls of materials and finishes compatible with adjacent buildings; j. Service, storage, maintenance, utilities, loading, and refuse collection and other similar areas must be located out of the view of public roadways and buildings and screened by dense landscaping and solid walls, unless the PBS Director determines such is not practicable. No chain link fences may be used for such screening; k. Walls along the north property boundary of the Project Site and walls used to screen service and storage areas must be of the same materials, colors, and finishes as adjacent buildings or compatible finishes and colors; A six-foot high solid wall must be constructed along the southern property line of Lot 15 of Vesting Tentative Tract Map No. 061630 for at least a length of 200 feet from the eastern edge of the Sepulveda Boulevard right-of-way. A six-foot high wall or a fence constructed of vinyl chain link or other material must be constructed along the remaining property lines of the Project Area abutting the Union Pacific Railroad right-of-way with screening of the right-of-way with the use of landscaping, including, without limitation, vines, hedges and/or trees to the satisfaction of the P.B.S. Director. A six-foot high chain link fence or other material aesthetically compatible with existing fencing or walls in the Project Area must be constructed along the northern property line of Project Site Phase 1B abutting the Burlington Northern Santa Fe Railroad right-of-way to the satisfaction of the P.B.S. Director. Additionally, screening of the right of way with the use of landscaping, including, without limitation, vines, hedges and/or trees is required to the satisfaction of the P.B.S. Director. An eighteen -inch high, three -strand barbed wire fence may be placed upon the top of the chain link fence for the entire length of this fence (approximately 1,690 feet). in. Chain-link fences are not permitted, except as described above, and as temporary construction fencing; n. Building design will meet the City's standards for the attenuation of interior noise; o. All service areas must be located so that service vehicles have clear and convenient access and do not disrupt vehicular and pedestrian circulation; p. No loading will be permitted directly from public streets, except in designated areas as approved by City P.B.S. Director; q. All on-site utility systems including without limitation, water, electricity, gas, sewer and storm drains, must be installed underground; r. No Certificate of Occupancy may be issued unless there is substantial compliance with the aforementioned development standards and, 224 The Project Area site plan must be revised to provide sidewalks or other designated pathways following direct and safe routes from the Park Place right-of-way to buildings H through A-7, from the Park Place right-of-way to Pad D, and from the Sepulveda Boulevard right-of-way to Building No. 2, and any other building that may developed that is set back more than 200 feet from a public right-of-way, subject to the review and approval of the P.B. S. Director. The Project Area site plan must provide sidewalks or other designated pathways following direct and safe routes from the Sepulveda Boulevard public right-of-way and the Rosecrans Avenue public right-of-way to the entrances of the buildings and the plaza in front of the buildings, subject to the review and approval of the P.B.S. Director. Landscavine and Irrigation 7. Before the issuance of the first Building Permit in the Project Area, the applicant must submit a Master Landscape and Irrigation Plan for the Project Area. The Master Landscape and Irrigation Plan must be reviewed and approved by the City F.B.S. Director, the Director of Recreation and Parks, and the Police Chief. Landscaping for each building in the Project Area must be installed in accordance with the approved Master Landscape and Irrigation Plan before the issuance of each Certificate of Occupancy. The Master Landscape and Irrigation Plan must include, without limitation, the following: a. All landscaped areas must be provided with a permanent automatic watering or irrigation system; b. All on-site landscaped areas must be maintained by the owner in a neat and clean manner at all times; c. All landscaped areas must be designed to ensure efficient access to fire hydrants; d. Dual plumbing must be installed for reclaimed water irrigation; e. All landscaped areas must be irrigated with reclaimed water to the extent reclaimed water is available for use in the Project Area. Until such time as reclaimed water is made available, potable water may be utilized for irrigation; f. All landscaping and irrigation must comply with the City's Water Conservation regulations and Zoning Code requirements; g. All landscaping must be designed to enhance site security in accordance with Police Department policies; h. All public rights-of-way abutting the site must be landscaped; Landscaping that includes trees, vines, and or hedges must be incorporated along property line walls and fences for screening purposes. 225 j. All landscaped areas must include a majority of mature landscaping, including trees that are a minimum 24 -inch box size; and, k. Landscaping must be installed along property perimeters and evenly distributed throughout the employee/customer parking areas. 8. Before the issuance of the first Building Permit in the Project Area, the applicant must provide a Landscape Plan and Architectural Plan (i.e. construction drawings), consistent with the Master Landscaping Plan, to the P.B.S. Director, Director of Recreation and Parks, and the Police Chief for review and approval. The Landscape Plan and Architectural Plan must demonstrate that errant nighttime illumination is generally screened from other potentially sensitive uses, through building design and landscape treatments. Before the issuance of the first Building Permit in the Project Site Phase 113, the applicant must provide a Landscape and Irrigation Plan and an Architectural Site Plan (i.e., construction drawings) consistent with the Master Landscaping Plan, to the P.B.S. Director, Director of Recreation and Parks, and the Police Chief for review and approval that includes the use of trees, hedges, and or vines along the eastern boundary from Rosecrans Avenue to the Union Pacific Railroad. The plant material must be placed west and in front of the property line wall or fence. The Landscape Plan must utilize decorative pavement material in the plaza and for the pedestrian entrances to the plaza. The Landscape Plan and Architectural Plan must demonstrate that errant nighttime illumination is generally screened from other potentially sensitive uses, through building design and landscape treatments. 9. Where feasible (as determined by the P.B.S. Director), the applicant must comply with the City's Water Conservation Program as set forth in the ESMC and the City's Guidelines for Water Conservation in Landscaping. Before the issuance of each Building Permit in the Project Area, the applicant's Landscape Plans must be submitted to the P.B.S. Director for review and approval. Suns 10. Before the issuance of the first Building Permit in the Project Area, the applicant must submit to the P.B.S. Director for review and approval an overall Master Sign Program for the Project Area. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must submit construction sign plans substantially consistent with the approved Master Sign Program for the review and approval of the P.B.S. Director. Before the issuance of a Certificate of Occupancy, signs must be installed in accordance with the approved Master Sign Program. The overall Master Sign Program must include, without limitation: a. Compliance with the ESMC; b. Notwithstanding any other provisions in the ESMC, no freestanding or pole signs, except as described in this Condition No. 10 and Condition No. 11 below, are permitted along the Rosecrans Avenue frontage of the Project Area; 226 c. All signs must be architecturally compatible with the proposed buildings; d. All signs must be compatible with the aesthetic objectives of the General Plan; e. No sign must impede traffic or pedestrian safety; and f. Height limitation of signs referred to in this Condition No. 10 shall be measured from the average adjacent street elevation. 11. Before the issuance of a Finial Certificate of Occupancy for the first building in the Project Area, the applicant must construct and maintain a monument sign at the northeast corner of Sepulveda Boulevard and Rosecrans Avenue announcing the entrance to the City. The sign is subject to review and approval by the City Council. The sign should be compatible with the design of the Master Sign Program for the Plaza El Segundo development project. AIR QUALITY 12. During grading and construction, dust control measures must be required in accordance with the City's Dust Control Ordinance (Chapter 7-3 of the ESMC). Grading must be discontinued during first -stage smog alerts and suspended when wind velocity exceeds 15 miles per hour. All hauling trucks must have loads covered or wetted and loaded below the sideboards to minimize dust. 13. The South Coast Air Quality Management District (SCAQMD) has promulgated rules and applicable standards including, without limitation, the following: Rule 402 - Nuisances; Rule 403 - Fugitive Dust; and Rule 2202 - On -Road Motor Vehicle Mitigation Options. The applicant must use best management practices in compliance with Rule 402 during the operation of construction equipment. Construction activities must be limited between the hours of 7 A.M. to 6 P.M., Monday through Saturday, unless such hours are extended pursuant to a Noise Permit issued by the P.B.S. Director. During the construction phase, all unpaved construction areas must be wetted at least twice daily during excavation, grading, and construction and temporary covers for stockpiles must be used to reduce dust emissions by as much as 50 percent. The applicant must ensure that all materials transported off-site will be either sufficiently watered or securely covered in compliance with Rule 403. Resultant peak daily exhaust emissions from diesel- and gasoline -powered construction equipment must be monitored to control emission levels that exceed SCAQMD screening thresholds. During construction, trucks and vehicles in loading or unloading queues must keep their engines off, when not in use, to reduce vehicle emissions. Construction activities must be phased and scheduled to avoid emission peaks, and construction must be discontinued during first- and second -stage smog alerts. On-site vehicle speed during construction must be limited to 15 mph. Before issuance of a Grading Permit for each Project Area, the applicant must provide a Construction Management Plan to the P.B.S. Director for review and approval relative to compliance with the appropriate SCAQMD standards during the construction phase. Daily records of construction hours and activities must be maintained by the applicant throughout the construction phase. 227 BUILDING CODES 14. The applicant must comply with the applicable requirements of the California Building and Fire Codes as adopted by the ESMC that are in effect at the time an application for a building permit is submitted. ENERGY 15. Before the issuance of a Building Permit in the Project Area, the applicant must provide an Energy Conservation Plan to the P.B.S. Director for review and approval. The Energy Conservation Plan must incorporate energy conservation features in accordance with the requirements of the City and State. Before the issuance of each Certification of Occupancy, the applicant must provide evidence to the P.B.S. Director that the approved energy conservation features have been installed and will be maintained. 16. If a substation will be constructed, the Applicant must develop plans, projected loads, and a master plan for scheduling to the satisfaction of Southern California Edison. FIRE 17. Before the City issues a building permit, the applicant must provide Fire Life Safety Plans to the P.B.S. Director and the Fire Chief for review and approval, which include, without limitation, the following: a. Fire lanes; b. Fire lane signing; c. Fire lane access easements or other recorded documents to the reasonable satisfaction of the City Attorney; d. Fire lane accessibility; e. Gas detection systems; f. Minimum acceptable flow from any fire hydrant must be 2,500 gallon per minute, calculated at 20 psi; g. Sprinklers within structures; h. Underground looped fire mains, sprinklers, fire pumps, and fire alarms; i. Emergency generators; j. Any above ground or underground storage tanks including elevator sumps and condensation tanks; 228 k. Documentation that the on-site fire mains will be maintained; 1. Fire safety precautions during demolition and construction; in. Emergency site access during construction; n. Permanent fire department access; o. Fire hydrant locations; p. Any proposed fire sprinkler and fire alarm systems; and q. Before the issuance of each Certificate of Occupancy, the applicant must demonstrate to the Fire Department that the development complies with the Fire Life Safety Plan, and that any required easements were properly dedicated and recorded. 18. Before the issuance of a Building Permit in the Project Area, the applicant must develop and submit an Evacuation Plan and Procedures for review and approval by the Fire Department. Before the issuance of each Certificate of Occupancy, the applicant must provide evidence to the P.B.S. Director, and the Fire Department that the approved Evacuation Plan and procedures were implemented or are operational as appropriate. 19. The applicant must provide an automatic fire sprinkler system throughout each building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 13. 20. The applicant must provide an automatic fire alarm system throughout each building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 72. 21. The applicant must provide a certification from the underground petroleum pipeline owner/operator that the proposed project will not encroach into any foundations or structures within the pipeline right-of-way without the underground petroleum pipeline owner/operator's approval. The certification must be provided with the initial plan review documents. 22. There is a railroad right-of-way on the north side of the Phase 1 B property. Access doors and ladders with a maximum 300 -foot spacing must be provided to provide access to the railroad right of way in case of a train derailment or incident to the satisfaction of the Fire Department. The access doors and ladders must have approved Knox Company Knox Padlocks installed. 23. If any fire features are proposed for the project, the applicant must provide the following conditions for any fire feature: 229 a. A barrier must be provided around the fire feature to prevent accidental access to the fire feature. b. The distance between the fire feature and combustible material and furnishings must meet the fire feature's listing and manufacturer's requirements. c. If the fire feature's protective barrier exceeds ambient temperatures, all exit paths and occupant seating must be a minimum 36 inches from the fire feature. 24. Before the issuance of a Grading or Building Permits in the Project Area, the applicant must provide a Construction Safety Plan to the P.B.S. Director and Fire Department for review and approval. The Construction Safety Plan must document construction and staff training procedures to ensure that best management practices during project grading and construction will be utilized. The Construction Safety Plan must identify an awareness program for the subgrade installation of utilities and the potential for worker exposure to related emissions, especially during excavation. Compliance with this measure must be verified by the P.B.S. Director before permit issuance. 25. Before the issuance of each Building Permit in the Project Area, all hydrants determined necessary by the Fire Department and the P.B.S. Director must be installed in accordance with approved plans and specifications. Fire hydrants must be spaced no greater than 300 feet apart. One private hydrant must be provided for each structure and each structure must be sprinklered in accordance with the California Building Code (CBC) and the National Fire Code (NFC). 26. Pursuant to ESMC §§ 15-27A-1, et seq., and before building permits are issued, the applicant must pay a one-time fire services mitigation fee as provided in City Council Resolution No. 4687. GEOTECHNICAL (GRADING, TOPOGRAPHY, SOILS AND DRAINAGE) 27. Before the issuance of a Grading Permit for the Project Area or a portion thereof, the applicant must prepare and submit a Grading Plan for review and approval by the P.B.S. Director and the Director of Public Works. The Grading Plan must include, without limitation: a. The Grading Plan must demonstrate compliance with applicable provisions of the ESMC and City policies and requirements; b. The Grading Plan must show cross sections for any grading purpose and the location of and extent of existing and planned sewer easements and facilities; c. Grading depths must not encroach upon or damage the existing sewer lines on the property; d. Haul routes for import/export trucks and other heavy construction related vehicles must be approved by the Director of Public Works; 230 e. No haul routes may travel through the City of Manhattan Beach during A.M. or P.M. peak hours; f. All grading must be accomplished in accordance with the recommendations of an independent Geotechnical and Geological Report to be submitted by the applicant and reviewed and approved by the City; g. The Grading Plan must detail where special restrictions apply due to soil contamination, if applicable; h. Additional information, as required through the plan check process, must be included as appropriate; i. Final grading activities must be coordinated with the City Engineer at the time the Grading Permit is issued; and, j. Compliance with the above measures must be verified by the P.B.S. Director before issuance of each Certificate of Occupancy. HAZARDS 28. Before the issuance of a Grading Permit for the Project Area or a portion thereof, the applicant must submit documentation from the Los Angeles Regional Water Quality Control Board ("LARWQCB") evidencing approval of completion of the Interim Remediation Measures and approval of the Final Remedial Action Plan for the Project Area for the area covered by the Grading Permit. 29. The applicant must comply with any permit requirements imposed by the LARWQCB and/or the Department of Toxic Substances Control ("DTSC"), or any other applicable regulatory agency related to development and/or grading on the site. 30. Before the issuance of a Grading Permit, the applicant must provide any appropriate hazardous materials safety training for all City employees needed to implement the project. If required, the training must be related specifically to safety issues that may arise during site grading and construction due to the soil contamination that may exist in the site. All training must be completed to the reasonable satisfaction of the P.B.S. Director, and the Fire Chief. NOISE 31. During the construction phase of the project, activities will be allowed between the hours of 7 A.M. to 6 P.M., Monday through Saturday, and prohibited at any time on Sundays and federal holidays, unless such hours are extended pursuant to a Noise Permit issued by the P.B.S. Director. Compliance for the operations phase will meet with the placement, screening, and maintenance standards for all external mechanical equipment. The proposed project must be designed to ensure that noise generated by the proposed project operations does not exceed the City's noise standards, as established by the ESMC, for on-site or off-site receptors. A 231 noise monitor must be designated according to the relevant codes. Before issuance of a Grading Permit for each Project Area, the City must designate a Noise Ordinance ComplianceNerification Monitor. Before the issuance of a Building Permit for each Project Area, the applicant's Final Working Drawings must be submitted to the P.B.S. Director for review and approval relative to compliance with the City's Noise Ordinance. POLICE / SAFETY 32. Before the issuance of the first Building Permit, the applicant must submit an overall Security and Crime Prevention Plan, to the P.B.S. Director and the Police Department for review and approval, which must address, without limitation, the following: a. Lighting; b. Addressing (minimum height of 4" to 24"); c. Trash dumpsters (including space for recyclable materials); d. Indoor and outdoor security cameras installed at strategic locations, including employee and other vehicle parking areas; e. Parking lots and structures; f. Fences, walls; g. Security hardware; h. Office; i. On-site security personnel; j. Locker rooms; k. An Evacuation Plan and Procedures; 1. The employment of security personnel who will monitor and patrol the proposed Project Site, including employee and other vehicle parking areas, and coordinate with public safety officials; m. The installation of lighting in entryways, elevators, lobbies, and parking areas designed to eliminate potential areas of concealment; n. A diagram of the proposed project, which will include access routes, and any information that might facilitate emergency response; 232 o. Compliance with all applicable items on Police Department checklist memo dated April 12, 2004, attached as Exhibit F-1 /C-1, with the exception that parking is permitted on the north side of the Project Area between the main row of buildings and the northern property line; and, p. All Security and Crime Prevention Plan measures must be installed in conformance with the approved plans and must be operational before the issuance of a Certificate of Occupancy. 33. Before issuance of the first building permits, the applicant must submit a photometric light study to the Police Department for review and approval. 34. Pursuant to ESMC §§ 15-27A-1, et seq., and before building permits are issued, the applicant must pay a one-time police services mitigation fee as provided in City Council Resolution No. 4687. 35. The applicant must provide, at no cost to the City of El Segundo, a minimum of 240 square feet of office space to be used by the El Segundo Police Department as satellite office space to provide Police services on the east side of Sepulveda Boulevard. PROJECT DESCRIPTION Plans 36. The City of El Segundo requires development project applicants to prepare and submit Final Working Drawings for review and approval. The applicant must provide Final Working Drawings that comply with Policies and Requirements and these conditions of approval. The Final Working Drawings must indicate proposed uses, building sizes and heights, and the specific location of structures, loading docks, staging areas, parking layout, landscaped areas and recreational amenities. The Final Working Drawings must include vehicular, pedestrian and bicycle access, on- and off-site circulation, and linkage to other key elements in the site vicinity, including the MTA Green Line. The Final Working Drawings must indicate building materials and architectural design elements that will be utilized in the construction of the proposed structures. The Final Working Drawings must include information on security lighting and hardware and other detail required for compliance with the City's security, safety and crime prevention standards. The Final Working Drawings must demonstrate compliance with the California Building Code, California Mechanical Code, California Plumbing Code, California Fire Code, California Sign Code, and California Electrical Code, and approved Fire Life Safety Systems. In addition, the Final Working Drawings must clearly indicate the location of all entrances and exits, including emergency vehicle access. All parcel buildings and structures must be located in proximity to the proposed parcel lines such that they meet all requirements for exterior wall and opening protection. Additional information, as required through the plan check process, must be included as appropriate. Before the issuance of a Building Permit for the Project Area, the applicant must coordinate with all applicable City and applicable County agencies to prepare and submit Final Working Drawings to be approved by the P.B.S. Director, the Department 233 of Public Works, the Fire Department and the Police Department. Before the issuance of a Certificate of Occupancy for each building, the applicant must provide evidence to the P.B.S. Director, the Department of Public Works, the Police Department, and the Fire Department that Code and policy requirement conditions have been met. 37. The Plaza El Segundo development project is allowed to develop up to a maximum of 517,292 gross square feet, consisting of a combination of uses as permitted by C-4 Zone and limited by the Development Agreement as long as the total AM, PM peak, daily, and Saturday midday peak trip generation established in the EIR for the project as a whole is not exceeded. 38. The maximum project size may be reduced as determined by the vehicle trip generation for each use. The Sepulveda/Rosecrans Site Rezoning and Plaza El Segundo development project permit the following vehicle trips: MAXIMUM PERMITTED AM PM Dail Saturday TRIPS y Midday Sepulveda/Rosecrans Site 1,033 2,346 25,859 3,379 Rezoning Plaza El Segundo Development 779 1,477 16,645 2,205 Project For Phase IA - The trip generation shall be determined using the rate set forth in the current edition of the Institute of Transportation Engineers (ITE) Trip Generation Manual for Land Use Code 820 (shopping center) provided that the following conditions are met as further set forth in the Alternative Trip Generation Methodology prepared by Fehr & Peers dated July 11, 2017: The amount of restaurant and entertainment uses does not exceed twenty percent (20%) of the total square footage; r No individual fitness use exceeds 10,000 square feet. If an individual fitness use exceeds 10,000 square feet, the trip generation for such use must be determined using the rate for that use as set forth in the current edition of the ITE Trip Generation Manual; • No individual office use exceeds 5,000 square feet. If an individual office use exceeds 5,000 square feet, the trip generation for such use must be determined using the rate for that use as set forth in the current edition of the ITE Trip Generation Manual. For Phase 1B - The trip generation for each use and building must be determined using the rates as set forth in the current edition of the ITE Trip Generation Manual, as further set forth in the Alternative Trip Generation Methodology prepared by Fehr & Peers dated July 11, 2017. For both Phase IA and Phase 1B - Trip adjustments for internal capture and pass -by reductions will be in accordance with the adjustments in the Traffic Impact Study in the FEIR (EA No. 63 1) approved on March 1, 2005. Trip adjustments for transit reductions will be in 234 accordance with the adjustments in the Traffic Impact Study in the Addendum to the FEIR (EA No. 768) approved on February 19, 2008. 39. In order to keep track of the vehicle trip generation, the applicant shall submit a trip generation chart based on existing uses. The chart shall be updated and submitted to the City for approval each time a vacancy is filled or a tenant space changes ITE Land Use Codes. 40. Uses on the Property shall be limited to the following percentages of Sales Tax Generating versus Non -Sales Tax Generating Uses in each Phase. For purposes of the calculation, the percentage is based on total gross leasable area. AREA Sales Tax Generating Non - Uses Sales Tax Generating Uses Phase 1A — Plaza El Segundo 60 % minimum 40% maximum Phase 1B — The Point 60% minimum 40% maximum 41. In order to keep track of the sales tax versus non sales tax generating uses, the applicant must keep a chart of uses for each of the three areas which must be updated and submitted to the City for approval each time a vacancy is filled or a tenant space changes uses. For purposes of condition 40 and this condition, "Sales Tax Generating Uses" includes retail sales uses (including grocery stores), restaurants and cafes, bars, and micro -breweries. "Non -Sales Tax Generating Uses" includes financial institutions, day spas, fitness centers, farmers' markets, offices of all types, personal services, recreational facilities, public assembly/assembly halls (including theaters and museums), video arcades, billiard establishments, and veterinary services. The City's Finance Director, in his/her discretion, will determine whether any use not specifically listed here should be classified as Sales Tax Generating or Non -Sales Tax Generating. The Finance Director's determination may be appealed to the City Council. Any such appeal must be made in writing and delivered to the City Clerk within ten calendar days of the Director's decision. 42. The City of El Segundo requires development project applicants to prepare and submit a Construction Management Plan for each Project Area for review and approval by the P.B.S. Director and Director of Public Works. The Construction Management Plan must consider all stages of construction, including grading, dirt hauling, employee travel, materials delivery, etc. The Construction Management Plan is also required for review and approval by the P.B.S. Director and Department of Public Works for the installation of any utilities, including telecommunication utilities, in the public right-of-way. Such a plan must include, without limitation, traffic control measures for any lane closures. The Construction Management Plan must identify the types and approximate number of construction vehicles to be utilized and must provide haul routes, staging area information and needed road or lane closures. The plan must include, but not be limited to construction hours, construction trailer locations, construction and staging areas, construction crew parking, parking/access plan (including truck haul routes), construction methods and schedules. No haul routes are 235 permitted through the City of Manhattan Beach during A.M. and P.M. peak hours. All staging areas must be on-site. During construction, the areas of construction must be enclosed by a six-foot high chain link fence, except those areas that have additional fencing requirements. Gates of site fencing must be located at driveways and must not open over sidewalk/public right-of-way. During construction, trash must be removed from the Project Site regularly and promptly. At the end of each construction day, all open trenches must be completely closed or covered, or secured in accordance with Cal OSHA standards. All gates and access points to the construction area must be locked and/or fully secured at the end of construction each day. The applicant must provide a twenty-four hour, every day contact person/liaison to receive and respond to complaints during construction. 43. Before the issuance of a Grading or Building Permit for the Project Area, the applicant must provide evidence to the P.B.S. Director that grading or any construction on property or within easements not owned or controlled by the applicant has been approved by the property owner or easement holder. Separate Grading and/or Building Permit(s) must be obtained by the applicant with the easement holder as co -applicant, if needed. 44. Before the issuance of a Building Permit for the Project Area, the applicant must submit plans and specifications for any new curbs, sidewalks, driveway approaches, wheelchair ramps, and asphalt concrete (A.C.) pavement, that must be constructed/reconstructed in the public right-of-way for any missing public segments/areas on the perimeter of the Project Site, as reasonably required by the Director of Public Works. Any existing driveways and other paved areas on the perimeter of the Project Site that will not be incorporated into the development must be removed and replaced with standard curb and sidewalk. Before issuance of a Certificate of Occupancy for the building that is the subject of the Building Permit, the applicant must install the required public improvements per the approved plans to the reasonable satisfaction of the Director of Public Works. 45. The applicant must submit either a Lot Line Adjustment or Lot Merger application after the recording of Final Map 061530, to realign the two parcels south of Union Pacific Railroad to match the proposed locations of the buildings to maintain conformity with the development standards in the ESMC. DEDICATIONS AND FEES 46. The applicant must dedicate approximately 3.47 -acres of the "Project Site" to the City for the construction of the extensions of Park Place and Allied Way, as required in Development Agreement No. 04-1 and as depicted on Vesting Tentative Map 061630. Such dedication shall occur through and upon recordation of the Final Map. 47. The applicant must dedicate an eight -foot wide easement for use of a bicycle path to be located in the landscaped front setback of the subject property in compliance with the Circulation Element of the General Plan and South Bay Bicycle Plan to the satisfaction of the Public Works Department and the Planning and Building Safety Department. The exact 236 alignment will be determined by the Public Works Department and the Planning and Building Safety Department. The City acknowledges that this dedication has been made. 48. The applicant must dedicate approximately 0.50 -acres of the "Project Area" to the city for roadway widening along the east side of Sepulveda Boulevard, as required in Development Agreement No. 03-1 and as depicted on Vesting Tentative Map 061630. An easement may be provided in lieu of a dedication, only if Caltrans will not accept the dedication and will only accept an easement. A dedication may be provided for the Phase IA portion of Sepulveda Boulevard and an easement may be provided for the Phase 1B portion of Sepulveda Boulevard or conversely an easement may be provided for the Phase IA portion of Sepulveda Boulevard and a dedication may be provided for the Phase 1B portion of Sepulveda Boulevard. Such dedication and/or such easement shall occur through and upon recordation of the Final Map. 49. Pursuant to ESMC §§ 15-27A-1 et seq., and before building permits are issued, the applicant must pay a one-time parks facilities mitigation fee as provided in City Council Resolution No. 4687. 50. The applicant may modify the location of the parcel boundaries as approved on Vesting Tentative Tract Map No. 061630, consistent with the development standards in the C-4 Zone to accommodate the size and location of the individual buildings, before recordation of Final Tract Map No. 061630, provided a maximum of 20 parcels are created. 51. Before the recording of the Final Map, the applicant must record a lot tie covenant if any buildings are to be constructed across existing lot lines or if any building location does not meet the development standards of the Commercial Center (C-4) Zone due to the location of the existing lot lines. No Certificates of Occupancy shall be granted for any use or structure until the recording of the Final Map. Accordingly, construction that proceeds before the recording of the Final Map is done at the Developer's risk that a Certificate of Occupancy will not be issued. 52. After the recording of the Final Map, the applicant must submit a Lot Line Adjustment application, if necessary, to realign any parcels to match the proposed locations of the buildings to maintain conformity with the development standards in the ESMC. 53. The applicant must maintain all existing easements on the site if the easement is still required by its grantee. 54. The applicant must provide reciprocal access agreements, subject to review and approval by the City Attorney, between any parcels that do not have independent direct vehicle access to a public right-of-way. Such agreements must be recorded before issuance of any Certificate of Occupancy for a building on an affected parcel. 55. Before the issuance of a Rough Grading Permit for the Project Area, the applicant must provide funds in trust to the P.B.S. Director to cover the reasonable costs, including City consultants' and legal costs and fees, of the monitoring of the conditions of approval and 237 adopted mitigation measures associated with rough grading. Before the issuance of a Final Grading Permit, the applicant must provide funds in trust to the P.B.S. Director to cover the first year costs, including City consultants' and legal costs and fees, of the monitoring of the conditions of approval and adopted mitigation measures, not associated with rough grading. Costs may include, without limitation, costs for traffic reviews, stormwater review, biological resource monitoring, soil remediation review, and review of easements, dedications and other agreements. Costs that would be associated with rough grading do not include costs for traffic reviews and review of easements and dedications. Annually thereafter, the applicant must replenish funds as deemed necessary by the P.B.S. Director to cover the reasonable costs, including City consultants' costs for each year. The P.B.S. Director, at his discretion, may hire a consultant to coordinate and monitor compliance. 56. Before the issuance of a Grading Permit, Building Permit, or Certificate of Occupancy, as the case may be, the applicant must provide evidence to the P.B.S. Director that all adopted mitigation measures have been or will be implemented pursuant to the project's mitigation monitoring plan. Compliance with this measure must be verified by the P.B.S. Director. CONSTRUCTION REQUIREMENTS 57. All work within the City public right-of-way must be in accordance with the latest edition of the Standards Specifications for Public Works Construction and City of El Segundo Standard Specifications. No work must be performed in the public right-of-way without first obtaining a Public Works Encroachment Permit. 58. Before the issuance of a Grading or Building Permit for the Project Area, the applicant must provide evidence to the reasonable satisfaction of the P.B.S. Director that all applicable permits from other agencies have been obtained including, without limitation, LARWQCB, Caltrans, State Water Quality Control Board's National Pollution Discharge Elimination Systems (N.P.D.E.S) Permit, South Coast Air Quality Management District, and Los Angeles County Department of Public Works. 59. Following the receipt of all requisite permits, the applicant must notify the P.B.S. Director of the date that construction will commence. 60. At such time deemed necessary by the P.B.S. Director, the applicant must provide an on-site inspection office trailer for the use of City inspection personnel. STORMWATER (GROUND HYDROLOGY AND GROUND WATER QUALITY) 61. The Los Angeles Regional Water Quality Control Board has promulgated rules and standards including, without limitation, obtaining an NPDES Permit and regulations related to underground and above ground storage tanks. The applicant's compliance with LARWQCB will ensure compliance with the applicable sections of the California Water Code (Section 13260), the Clean Water Act, and the Porter -Cologne Water Quality Control Act. The applicant must ensure that any on-site tanks for use in the storage of fuels, wasted oil, 238 solvents or other chemicals, which are located either above ground or underground, must be placed, constructed and maintained in accordance with the requirements of the LARWQCB. 62. The applicant must adhere to any relevant requirements of the LARWQCB regarding development of the site. The applicant must prepare a Storm Water Pollution Prevention Plan (SWPPP) which will demonstrate best management practices relevant to compliance with LARWQCB requirements and the California General Construction Permit. Before the issuance of a Grading Permit for the proposed project, the applicant must provide a SWPPP to the LARWQCB, the P.B.S. Director and Fire Department for review and approval relative to compliance with the provisions and requirements of the LARWQCB. Before issuance of a Building Permit for each Project Area, the applicant must apply for the appropriate notifications and/or registrations for any on-site storage tanks. The applicant must provide a copy to the City of the Notice of Intent required by the LARWCQB. 63. Before the issuance of a final Grading Permit and/or Building Permit for each building in the Project Area, the applicant must provide a drainage plan for that portion of the Project Area affected that eliminates pollutants to surface runoff as required by NPDES requirements. The drainage plan must be reviewed and approved by the P.B.S. Director and Director of Public Works. Before the issuance of a Certificate of Occupancy for each building, the applicant must demonstrate that the drainage plan has been implemented and is effective to the reasonable satisfaction of the P.B.S. Director and Director of Public Works. 64. Before the issuance of a Building Permit for the Project Area, the applicant must provide evidence to the P.B.S. Director and Director of Public Works that pavement on-site must be adequately applied to prevent soil erosion. Further, paved areas on-site must be regularly maintained (i.e., all cracks repaired and debris removed on a regular basis) to prevent soil erosion. The applicant must install improvements pursuant to the approved plans before final sign -off of the Permit. Before the issuance of a Grading or Building Permit for each building in the Project Area, the applicant must provide evidence to the P.B.S. Director and Director of Public Works that on-site drainage must be directed to existing storm drains. The applicant must install said improvements per the approved plans before final sign -off of the Permit. 65. Before the issuance of any Grading or Building Permit for the Project Area, the applicant must prepare a Standard Urban Stormwater Mitigation Plan (SUSMP) and provide evidence to the P.B.S. Director and Director of Public Works that the project area that is the subject of the Grading or Building Permit complies with City of El Segundo Urban Runoff Pollution Prevention Controls (Title 5 - Health and Sanitation, Chapter 7 - Standards Urban Stormwater Mitigation Plan Implementation of the El Segundo Municipal Code). The applicant must install said improvements per the approved plans before final sign -off of the Permit. 66. Before the issuance of a Grading or Building Permit for each building in the Project Area, the applicant must provide evidence to the P.B.S. Director and Director of Public Works that: 239 Collection basins to reduce silts in storm water before runoff drainage to the Los Angeles Flood Control System have been adequately incorporated into the project design; b. On-site catch basins have been designed and constructed to screen out larger matter to prevent flooding of the project site resulting from debris caught in the drainage canal; c. Drainage channels within parking lot and paved areas have been be designed and constructed to direct storm water and/or irrigation run-off to collection basins provided on-site; d. On-site drainage and hydrology improvements have been designed in conformance with applicable standards of the City of El Segundo and the Los Angeles County Department of Public Works, including policies in the Public Safety Element of the City's General Plan; e. The project is in compliance with applicable permit requirements of the Los Angeles County Department of Public Works or Los Angeles County Flood Control District; f. On-site drainage and hydrology improvements have been designed using the necessary hydraulic/hydrology and structural calculations required for permitting by the Los Angeles County of Department of Public Works: and, g. All on-site development is consistent with a Hydrology and Drainage Study and the Final Working Drawings, as approved by the City; and, h. Before the issuance of any subsequent Permit `Final Inspection Approval' for the proposed project, the applicant must provide evidence to the P.B.S. Director and Public Works that all the improvements herein have been constructed in compliance with the appropriate regulations and specifications. TRANSPORTATION/CIRCULATION/PARKING 67. If the Los Angeles Congestion Management Plan (CMP) requires the City to track the debits/credits associated with development in the City, before the issuance of the first Building Permit for the Project Site, the applicant must provide Los Angeles County Congestion Management Plan (CMP) Debit/Credit Calculations, and a Phasing Plan for CMP related improvements, to the P.B.S. Director and Public Works for review and approval. The calculations must include only programs which meet all the minimum criteria (e.g., density) contained in the CMP. Before the issuance of a Certificate of Occupancy for the building, the applicant must provide evidence to the P.B.S. Director that the proposed project CMP debits/credits related improvements were implemented and balanced on the Project Site in accordance with the approved phasing plan. Compliance with this measure must be verified by the P.B.S. Director before permit issuance. As may be applicable, the 240 City will give credit for CMP related improvements towards the applicant's traffic mitigation impact fee, as appropriate. 68. Before the issuance of a Building Permit for the Project Area, the applicant must provide a Pedestrian Access/Circulation Plan to the P.B.S. Director, Recreation and Parks Director, and Police Chief for review and approval. The Plan must identify the location of pedestrian, bicycle accesses and indicate linkage to other key elements in the site vicinity, and within the project itself, including parking areas, building entrances, bicycle racks, recreational elements, etc. The Plan must reflect a safe movement pattern, which does not significantly conflict with vehicular movement and parking access areas. Before the issuance of a Certificate of Occupancy for each Project Area, the applicant must provide evidence to the P.B. S. Director, Recreation and Parks Director, and Police Chief that the approved pedestrian and bicycle access features have been installed and will be adequately maintained per the approved plan. 69. Before the issuance of each Building Permit in the Project Area, the applicant must submit a detailed Traffic, Circulation and Parking Plan, prepared by a licensed traffic engineer, for review and approval by the Director of Public Works, the P.B.S. Director, the Police Chief, the Fire Chief, and the City's Traffic Engineer. Alternatively, such a plan may be submitted for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. The Traffic, Circulation and Parking Plan must include, without limitation, the following: a. An analysis of the estimated traffic generation for the building(s); b. Sight distances for each structure and parking area associated with the building(s); c. An analysis of the traffic volumes at each driveway or intersection associated with the building(s) in order to determine if any offsite improvements are warranted (i.e., deceleration lanes, left -turn pockets, new or modified traffic signals, etc.) that were not analyzed in the EIR due to the approximation of building locations in the EIR; d. Any new traffic signals or modifications to existing traffic signals must be subject to the review and approval of the Los Angeles County Department of Public Works. The applicant must pay the applicable county costs to provide plan check and inspection services; e. The applicant must dedicate any on-site land required to accommodate any required intersection and roadway improvements (e.g., deceleration lanes) and the new Park Place and Allied Way roadway extensions through the recording of the Final Map, which may be after building permit issuance, but must occur before issuance of a Certificate of Occupancy for any building in the Project Area; f. All truck circulation; g. Customer/employee parking; 241 h. All access points to the project site, which should be aligned with existing driveways and intersections where possible; i. Off-site circulation improvements; j. All median modifications, if necessary; k. All dead end aisles eliminated to satisfy City Codes; 1. All truck turning radii; in. The location of required loading spaces; n. An analysis that shows the location and the timing of construction of the required parking for the building or Project Area; o. Pedestrian crossing areas of the public roadways must be called out on the plans and appropriately designated; p. All parcels and structures must be connected by an accessible route of travel that meets the requirements of Title 24 of the California Building Code and, q. Final site plan approval for each building(s) must be contingent upon fulfillment of the above traffic design review requirements. All Circulation and Parking Plan improvements which require installation must be installed before the issuance of each Certificate of Occupancy for the building(s) which are the subject of the Traffic, Circulation and Parking Plan. Compliance with these requirements must be verified by the Director of Public Works, the P.B.S. Director, the Police Chief, the Fire Chief, and the City's Traffic Engineer before the issuance of a Certificate of Occupancy. 70. The applicant must install "No Parking" and other traffic signs on the Park Place and Allied Way roadway extensions, as required by the Public Works Department. The applicant must install "No Parking" and other traffic signs on Sepulveda Boulevard and Rosecrans Avenue, as required by the Public Works Department. 71. The applicant must provide handicap accessible pedestrian walkways, with a minimum five- foot width. Any roadways dedicated to the City as public roadways may have handicap accessible pedestrian walkways within the public right-of-way instead of locating them on private property. 72. Before the issuance of the first Building Permit for the Project Area, the applicant must submit Final Working Drawings to the P.B.S. Director for review and approval that shows that all handicapped, carpool, vanpool, motorcycle, and bicycle parking and other TDM and TSM physical requirements have been provided as required by the City. All TDM/TSM 242 physical improvements required by City regulations must be installed before the issuance of each Certificate of Occupancy. 73. Before the construction of the portion of the Park Place roadway for the proposed project that would intersect Sepulveda Boulevard and any other improvements on Sepulveda Boulevard, the applicant must secure a Caltrans Encroachment Permit to alter Sepulveda Boulevard as set forth in the EIR. The alterations to Sepulveda Boulevard must be in accordance with relevant Caltrans Encroachment Permit requirements and conditions and must be shown on the Final Working Drawings. The applicant is responsible for the costs of modifications and construction of all the roadway extensions and widenings that will be dedicated to the City. Before the issuance of a "Final Inspection Approval' of the roadway improvements, the applicant must install the intersection improvements. The improvements must be reviewed and approved by the City Traffic Engineer, and P.B.S. Director. 74. Prior to the issuance of a Certificate of Occupancy for any building in the Project Area, the new roadways, including any medians, sidewalks, curbs, and gutters must be constructed in accordance with applicable Department of Public Works construction standards for a public roadway with the minimum dimensions required by the Circulation Element of the El Segundo General Plan, and must comply with applicable requirements of the Americans with Disabilities Act (ADA), as well as City requirements for traffic signage, street lighting, drainage plans, and underground utility service, subject to the review and approval of the Director of Public Works. The applicant must be responsible for the design and construction of the new roadways. 75. Before the City issues a certificate of occupancy for any buildings constructed south of the Union Pacific/Burlington Northern Santa Fe Railroads, the new on-site and off-site roadway improvements, including any medians, sidewalks, curbs, and gutters must be constructed in accordance with applicable Department of Public Works construction standards for a public roadway with the minimum dimensions required by the Circulation Element of the El Segundo General Plan to the satisfaction of the Director of Public Works and the Director of Planning and Building Safety, and must comply with applicable requirements of the Americans with Disabilities Act (ADA), as well as City requirements for traffic signage, street, lighting, drainage plans, and underground utility service, subject to the review and approval of the Director of Public Works. Additionally, the roadway improvements along Rosecrans Avenue must be consistent with the design analyzed in the Addendum to the FEIR, including, but not limited to the lane configurations, deceleration lane design at Village Drive, and lengths of left turn pockets at Rosecrans Avenue and Sepulveda Boulevard and at Rosecrans Avenue and Village Drive. The applicant must be responsible for the design and construction of the new roadways. 76. The applicant must install off-site traffic related mitigation measures as set forth in the EIR and MMRP at the time when amount of building (floor area or vehicle trips) triggers the impact for which the mitigation measure is based, as documented in the required Traffic, Circulation, and Parking Plan. 243 77. Before the issuance of each Building Permit for the Project Area, the applicant must submit a temporary lane closure plan for review and approval by the Director of Public Work, Fire Chief and Police Chief if lane closures will be required during construction for a particular building to insure construction vehicles, equipment and supplies do not interfere with local emergency response routes and incidences. 78. Driveway entrances must be clearly marked, as well as different areas of the parking lot, to ensure visiting vehicles do not accidentally enter the truck staging area. 79. The applicant must coordinate construction lane closures with the Director of Public Works, Police Chief and Fire Chief. 80. Before the issuance of each Certificate of Occupancy for a building in the Project Area, the applicant must pay a Traffic Impact Mitigation Fee. The amount will be based upon the adopted Traffic Impact Mitigation Fee in effect at the time of issuance of a Certificate of Occupancy. 81. Shower and lockers for employees must be provided in sufficient number, as determined by the P.B.S. Director for each tenant in the Project Area exceeding 50,000 square feet. 82. The applicant must submit a Transportation System Management (TSM) Plan, pursuant to the requirements of Chapter 15-17 of the ESMC within 90 days of issuance of the first Certificate of Occupancy in the Project Area. UTILITIES 83. Before the issuance of the first Building Permit for the Project Area, the applicant must provide a Utility Plan to the P.B.S. Director and Public Works for review and approval. The Utility Plan must demonstrate that all on-site utilities, including fiber optic utility lines from each building to the public right-of-way, are placed underground. The applicant must assume the costs for the relocation of all utilities, without limitation, light poles, electrical vaults, and fire hydrants within the Project Area or Project Site Before the issuance of a Certificate of Occupancy for each building that is the subject of the Building Permit, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that the approved Utility Plan improvements has been installed and appropriate access provided per the approved plan. 84. Before the issuance of the first Building Permit for the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that proposed utility service improvements will be of a quality reasonably acceptable to the P.B.S. Director. The developer must encourage and promote a high quality, efficient, and sustainable development through the incorporation and utilization of the best and most cost-effective electrical, natural gas, communications, sewage handling, water conservation, and solid waste disposal equipment and systems. Compliance with this measure must be verified by the P.B.S. Director before Building Permit issuance. 244 85. On-site utilities on private property within the project site, including without limitation, storm drains, stormwater detention basins, water and sewer mains, must be owned and maintained by the developer and a connection point to a public main established. 86. Before the issuance of a building permit, the applicant must obtain utility easements for the utilities located on private property within the Project Area that cross through adjacent private property and/or utilities that are used or shared by two or more parcels. 87. Encroachment Permits for work in the public right-of-way must be obtained from the Engineering Division of the Public Works Department. A Grading Permit is also required when import or export of dirt exceeds fifty cubic yards. 88. Overload permits are required for dirt and material hauling on City streets. 89. No material storage is allowed in the public right-of-way except by Encroachment Permit issued by the Engineering Division of the Public Works Department. If material storage is allowed in the public right-of-way, it must be confined to parkway areas and street parking areas, as long as safe and adequate pedestrian and vehicular passage is maintained at all times as determined by the Engineering Division. Storage beyond these areas in the public right- of-way requires prior approval of the Public Works Director and must be limited to a maximum period of 24 hours. 90. Before the issuance of the first Building Permit for the Project Area, the applicant must submit Street and Public Right -of -Way Improvement Plans for review and approval to the Director of Public Works and P.B.S. Director. Said plans must include any required dedications and sidewalks in accordance with City standards necessary for the building that is the subject of the Permit. Sidewalks are required on both sides of all public streets within the Project Area. Before the issuance of a Certificate of Occupancy for each building that is the subject of the Permit, the applicant must dedicate any required right-of-way and install all sidewalks in accordance with plans and specifications approved by the City. Alternatively, the applicant may submit Street and Public Right -of -Way Improvement Plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 91. The Los Angeles County Sanitation District requires a Buildover Permit for construction over its sewer easements. The applicant must demonstrate through its Grading Plans in the Project Area that all alterations to final sewer easements, relocation of sewer manholes, and rights of way must be in accordance with relevant Buildover Permit(s) to allow the construction of the proposed project and other project components over any sewer easements. Before the issuance of the affected Grading Permits for the proposed project, the applicant must provide evidence to the P.B.S. Director that any necessary Buildover Permit(s) has been obtained or the easement(s) has been relocated. 92. Before issuance of the first building permit in the Project Area, the applicant must inspect the existing sewer laterals that connect to the City sewer mains in the area with closed circuit television (CCTV) to determine the condition of the existing infrastructure that will serve the 245 project. All reports and copies of CCTV videos must be submitted to the Department of Public Works. 93. If new sewer laterals are required and constructed in the public right-of-way, they must be a minimum of six inches inside diameter. Material must be "vitreous clay pipe." Each lateral must have a six-inch clean-out brought to grade at the property line and securely capped. A B9 size box must be placed around the clean-out for protection. The box must have a cover properly marked with the word "sewer." If in a traffic area, the cover must be traffic approved. All elevations of planned sewer connections must be reviewed and approved by the Director of Public Works before starting construction. Existing sewer laterals must be plugged at the sewer mainline and capped at the property line. Existing six-inch wyes may be reused if approved by the Director of Public Works. Any required sewer laterals must be installed before the issuance of a Certificate of Occupancy for the building to be served. 94. If any off-site upgrades are required due to changes in the proposed peak demands in sewer services, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant must provide evidence to the P.B.S. Director that adequate sewer capacity is available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any sewer upgrade plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 95. If any off-site upgrades are required due to changes in the proposed peak demands in water and wastewater service, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant must provide evidence to the P.B.S. Director that adequate water and wastewater capacity is available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any water and wastewater upgrade plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 96. Before issuance of a first Certificate of Occupancy for any building in the Project Area north of the Union Pacific Railroad right-of-way, the applicant must replace the 15 -inch sewer line located to the north of the project site with an 18 -inch sewer line as depicted on the Phase 1 Utility Layout plan. Before issuance of a first Certificate of Occupancy for any building in the Project Are south of the Union Pacific Railroad right-of-way, the applicant must prepare an analysis of the existing sanitary system on Rosecrans Avenue and calculate additional flow resulting from the proposed development in to the existing system. If necessary, upgrade the 12" and 15" diameter downstream sanitary sewer pipes on Rosecrans Avenue from point of connection to Aviation Boulevard. 97. Businesses that generate fats, oils, or greases are required to install grease interceptors with a minimum 30 -minute retention period on appropriate sewer connections. 246 98. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that the appropriate additional on-site water and wastewater improvements as identified by the El Segundo Water and Wastewater Division, or an equivalent service provider, have been installed. Such additional measures must include separate services for potable and fire water systems, a separate water meter for each building, and potable system to be a combined irrigation and domestic, or separated into domestic and irrigation meters. Separate fire services with double detector check valves and backflow preventers are required. Upon completion of the site plan, the exact size and number of fire lines will be determined. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 99. If any off-site upgrades are required due to changes in the proposed peak demands for telecommunication services, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 100. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that any appropriate additional improvements for on-site telecommunication services as identified by Pacific Bell, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. If the existing facilities serve adjacent properties, the services may require relocation. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 101. If any off-site upgrades are required due to changes in the proposed peak demands in natural gas service, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Compliance with this measure must be verified by the P.B.S. Director before permit issuance. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 102. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works 247 that any appropriate additional on-site natural gas service improvements as identified by The Gas Company, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. Compliance with this measure must be verified by the P.B.S. Director and before the issuance of the Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 103. If any off-site upgrades are required due to changes in the proposed peak demands for electrical service, a program for the implementation of the upgrades must be provided to demonstrate capacity availability before occupancy. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 104. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that any appropriate additional on-site electrical service improvements as identified by The Edison Company, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. WATER 105. Before the issuance of the first Building Permit for each building within the Project Area, the applicant must submit Off-site Reclaimed Water Facility Plans to the P.B.S. Director and the Director of Public Works for review and approval. Said plans for the off-site improvements must include an approval from West Basin Municipal Water District, the supplier of reclaimed water. 106. Before the issuance of a Building Permit for each building within the Project Area, the applicant must submit Final Working Drawings that incorporate On-site Irrigation Plans to the P.B.S. Director and the Director of Public Works for review and approval. Such plans must indicate that reclaimed water must be utilized in the irrigation systems for all landscape areas and other uses, as approved by the Department of Public Works, when available from the West Basin Municipal Water District or other supplier of reclaimed water. Such plans must include the installation of a dual water line system on-site to accommodate distribution of potable water for landscaping until reclaimed water for landscaping becomes available for the Project Area. In addition to the utilization of reclaimed water for irrigation, other water conservation features such as low -flow devices and automated shut -offs must be included throughout the Project Site. Water management systems must include both water conservation and wastewater reduction features. an; 107. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must provide evidence to the P.B.S. Director and the Director of Public Works that the connection with the City's reclaimed water system has been provided, the approved water management systems and water -saving devices have been incorporated into project development, and that the water facilities have been installed per the approved plans. If the water provider is unable to make reclaimed water available before the issuance of the Certificate of Occupancy, then potable water may be utilized and the Certificate of Occupancy must be issued. 108. The applicant must install a loop water distribution system for the Project Site with service connections to each of the water mains in the streets surrounding the project, subject to the review and approval of the Director of Public Works. Before the issuance of each Building Permit in the Project Area, the applicant must submit a construction phasing plan for the water service, which must include, without limitation, how the building which is the subject of the permit will be connected to the looped water distribution system. The looped water system must provide water mains connection to Rosecrans Avenue on the south and Sepulveda Boulevard to the west. 109. Before the issuance of a Certificate of Occupancy for each building within the Project Area, the applicant must pay the applicable water meter installation fees. Compliance with this measure must be verified by the P.B.S. Director before issuance of the Certificate of Occupancy. 110. Before the issuance of a Building Permit for each building within the Project Area, the applicant must pay the applicable sewer connection fees and charges. Compliance with this measure must be verified by the P.B.S. Director before Permit issuance. 111. Before the issuance of the first Certificate of Occupancy for a building in the Project Area, those areas not already part of County Sanitation District must be annexed to County Sanitation District No. 5. 112. Water meters must be provided for each lot by the applicant in accordance with City policies and approved by the Water Division before installation. This condition does not prohibit the use of private water meters for individual buildings or individual tenancies. PROJECT CONDITIONS THAT APPLY TO PHASE 111 ONLY 113. Up to a maximum of 12,000 gross square feet of restaurant space may open as early as 6:00 a.m. daily for breakfast service. ADMINISTRATIVE USE PERMIT/ALCOHOL SERVICE (FOR PHASE 111) 114. The proposed hours of operation and hours of alcohol service for the restaurants and kiosks, including the outdoor dining patios, are limited to: Sunday through Thursday from 10:00 a.m. to 12:00 a.m. and Friday through Saturday from 10:00 a.m. to 2:00 a.m. Food service must be available in the indoor dining areas and the outdoor patios during the hours of operation and alcohol service. Any change to the hours of operation or the hours that alcohol 249 may be served is subject to review and approval by the Director of Planning and Building Safety. 115. Any subsequent modification to the project as approved in the Administrative Use Permit, including the floor plan and areas where alcohol will be served, and/or the conditions of approval, must be referred to the Director of Planning and Building Safety for approval and a determination regarding the need for Planning Commission review of the proposed modification. 116. The applicant for the Alcohol Beverage Control License must obtain and maintain all licenses required by the Alcoholic Beverage Control Act (Business & Professions Code §§ 23300 et seq.). The applicant must obtain and maintain a Type 41 license or a Type 47 license, whichever is applicable. 117. The restaurant operations must comply with ESMC §§ 7-2-1, et seq. regulating noise and vibration. 118. The Planning and Building Safety Department and the Police Department must be notified of any change of ownership of the approved use in writing within 10 days of the completion of the change of ownership. A change in project ownership may be cause to schedule a hearing before the Planning Commission regarding the status of the administrative use permit. 119. The applicant for the Alcohol Beverage Control License must comply with all regulations of the Alcoholic Beverage Control Act and the regulations promulgated by the Alcoholic Beverage Control Board including, without limitation, the regulations set forth in 4 Cal. Code of Regs. §§ 55, et seg. 120. The applicant for the Alcohol Beverage Control License must post a sign in a clear and conspicuous location listing a phone number at which a responsible party may be contacted during all open hours of the establishment to address any concerns of the community regarding noise in the restaurant, patio and parking lot. Said contact's name and phone number must also be available through the restaurant staff at all times. 121. The applicant for the Alcohol Beverage Control License must, at all times, display a Designated Driver sign of at least ten inches by ten inches (10" X 10") in the bar and restaurant dining areas at eye level. The sign must be worded in a way that reminds patrons who are consuming alcohol to designate a non -drinking driver. 122. There cannot be exterior advertising of any kind or type, including advertising directed to the exterior from within, promoting or indicating the availability of alcoholic beverages. Interior displays of alcoholic beverages which are clearly visible to the exterior constitute a violation of this condition. 123. All employees serving alcoholic beverages to patrons must enroll in and complete a certified training program approved by the State Department of Alcoholic Beverages Control 250 (ABC) for the responsible sales of alcohol. The training must be offered to new employees on not less than a quarterly basis. 124. Any and all employees hired to sell alcoholic beverages must provide evidence that they have either: a. Completed training from the State of California Department of Alcoholic Beverage Control (ABC), Long Beach/Lakewood District Office administered Licensee Education on Alcohol and Drugs (LEAD) Program; or, b. Completed an approved equivalent (LEAD) training program administered by the ABC, Long Beach/Lakewood District Office to ensure proper distribution of alcoholic beverages safely, responsibly and to adults of legal age. Any future employee designated to sell alcoholic beverages on behalf of the licensee or applicant must obtain a certificate proving completion of the (LEAD) training; and c. The licensee or applicant must confirm with the Planning and Building Safety Director, or designee, within fifteen (15) days of the Director's decision as to the approval of the application, or by final project approval, that a date certain has been scheduled with the local ABC Office to complete the LEAD training program. d. Within thirty (30) days of taking said course, the employees, or responsible employer must deliver each required certificate showing completion to the Police Department. 125. The applicant for the Alcohol Beverage Control License must have readily identifiable personnel to monitor and control the behavior of customers inside the building premises. Staff must monitor activity outside in the parking lot and any adjacent property under the establishment's control to ensure the areas are generally free of people and are cleared of patrons and their vehicles one-half hour after closing. 126. If complaints are received regarding excessive noise, parking availability, lighting, building access, and the like associated with the restaurants and the outdoor patio areas, the City may, in its discretion, take action to review the Administrative Use Permit, including without limitation, adding conditions or revoking the permit. 127. The outdoor dining/seating areas must comply with ESMC § 15-2-16. 128. The applicant for the Alcohol Beverage Control License must install security cameras for monitoring and recording activity, which include, without limitation: cash handling/counting areas, the manager's office, the safe, all access doors, and any other areas deemed necessary by the Police Department. Monitoring and recording equipment must be stored in a secure area (e.g., manager's office). 251 129. Before a building permit is issued, a schematic plan of the camera system must be submitted and approved by the Police Chief, or designee. The camera specification notes must be included on the schematic plan. 130. Before a building permit is issued, the minimum camera requirements must be listed on the building plans with the camera specifications and include the following: a. All security surveillance cameras must be installed to record video in color. b. Security cameras, especially those viewing customers as they enter the business or stand at cash registers, must capture the individual from the waist to the top of the head, straight on. Security surveillance cameras must be positioned low enough so that caps/hats or other disguises (typically used when committing a crime) will not obstruct the view of the individual's face. This will provide the best possible picture for the identification of the individual during the investigation process. d. The maximum mounting height is 8 feet. e. The recording equipment must capture video digitally and must record a minimum of (21) days for each security surveillance camera. Security surveillance camera recordings must be made available to law enforcement agencies for investigation purposes upon request. f. A schematic plan of the proposed camera locations must be submitted and approved by the Police Chief, or designee. g. The "Camera Specification Notes" must be included on the schematic plan page. h. A security surveillance camera plan must provide the following minimum items: (1) One camera facing each point of sale station (2); one camera facing the safe (it may be possible to cover the safe and the point of sale station closest to it); and (3) one camera at the main entry door capturing customers as they exit. 131. The buildings cannot be occupied by more persons than allowed by the California Building Code, as adopted by the ESMC. 132. The buildings and any outdoor seating must comply with California Building and Fire Code requirements, as adopted by the ESMC ADJUSTMENT (FOR PHASE 1B) 133. The applicant must post clear signs at each of the required loading spaces designating them as loading spaces during the hours of 6:00 a.m. to 10:00 a.m. The signs must clearly prohibit 252 employee and/or customer parking during those hours. The applicant may extend the loading hours beyond 10:00 a.m. at his discretion. The parking spaces must be marked clearly to delineate the parking and loading spaces to the satisfaction of the Director of Planning and Building Safety. 134. Any subsequent modification to the project as approved in this Adjustment, including the plans and/or the conditions of approval, must be referred to the Director of Planning and Building Safety for approval and a determination regarding the need for Planning Commission review of the proposed modification. VARIANCE (FOR PHASE 113) 135. Before the City issues building permits, the applicant must submit detailed plans of the two retaining walls along the north property line adjacent to the UPRR right-of-way. The retaining walls and their non -retaining portions cannot exceed 12 feet in height, with the exception that a metal open work fence up to a maximum of 42 inches in height may be installed on top of the walls 136. Any subsequent modification to the project as approved in this Variance, including the plans and/or the conditions of approval, must be referred to the Director of Planning and Building Safety for approval and a determination regarding the need for Planning Commission review of the proposed modification." INDEMNIFICATION 137. The Developer must defend, indemnify and hold the City and its elected and appointed officials, officers, employees and agents harmless from and against any claims, legal or equitable actions, damages, costs (including, without limitation, attorney's fees), injuries, or liability of whatsoever kind or nature, arising from the City's approval of the project, including but not limited to the CEQA determination and/or the Development Agreement approval and all approvals from the time of the approval of the Original Development Agreement through and including the Revised and Restated Development Agreement. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of any City approval relating to the Revised and Restated Development Agreement or any approvals issued in conjunction therewith, the applicant agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. 138. PES Partners, LLC and Street Retail, Inc. must acknowledge receipt and acceptance of the Project Conditions by executing the acknowledgement below. By signing this document, PES Partners, LLC and Street Retail, Inc. certify that they have 253 read, understood, and agree to the Project Conditions listed in this document and represents and warrants that it has the authority to execute this document on behalf of the property owner and acknowledges that the conditions set forth above shall run with the land and be binding upon all owners and occupants of the land. PESP PES PARTNERS, LLC, a Delaware limited liability company By: Street Retail, Inc., a Maryland corporation Its: Manager By: Jeffrey S. Berkes, Vice -President Western Region STREET STREET RETAIL, INC., a Maryland corporation By: Jeffrey S. Berkes, Vice -President Western Region {If Corporation or similar entity, needs two officer signatures or evidence that one signature binds the company} 254 CITY or E L S E GU N D O Planning Commission Agenda Statement Meeting Date: October 22, 2020 Agenda Heading: Public Hearing. TITLE: Amendment of Development Agreement No. DA 03-01 (8th Amendment) and conditions of approval for the Plaza EI Segundo and The Point development project to modify the limitations on "Sales Tax Generating Uses" and "Non -Sales Tax Generating Uses." Case numbers: Environmental Assessment No. EA -1279 and Development Agreement No. DA 20-01 RECOMMENDATION: 1. Adopt resolution No. 2888 recommending City Council approval of the proposed amendments. BACKGROUND: Site description The project site consists of the Plaza EI Segundo and The Point shopping centers generally located at the northeast corner of Pacific Coast Highway and Rosecrans Avenue. The two shopping centers combined occupy 51.7 acres and contain a net building area of approximately 501,000 square feet. Current entitlements for the property permit a building area of up to 517,000 square feet. The current uses on the property are primarily retail sales and restaurants with a limited amount of general and medical office uses. The current entitlements for the property limit non -retail (non -sales tax generating uses) to a maximum of 20% of the building area at Plaza EI Segundo and 35% at The Point. Currently, the percentage of non -retail uses at Plaza el Segundo is 8.1% and at the Point it is 31.4%. 255 Fiqure 1 Aerial view of site ■ Development proposal The applicant has requested an amendment to the Development Agreement and Conditions of Approval for the subject property to allow a higher percentage of non -sales tax generating uses for both Plaza EI Segundo and The Point. The following table lists the current and proposed limits on non -sales tax generating uses. Table 1 Sales tax vs. non -sales tax generatinq uses Plaza EI SegundoMorks Current Allowed (Phase 1 A) Use Area actual % % Proposed Sales Tax Uses 329,351 85.0% 80% 60% Non -Sales Tax 31,429 8.1% 20% 40% Vacant 26,607 6.9% Current Allowed The Point (Phase 1 B) Use Area actual % % Sales Tax Uses 73,110 64.3% 65% 60% Non -Sales Tax 35,649 31.4% 35% 40% Vacant 4,859 4.3% *the current actual figures are current as of February 2020. 256 17 Previous approvals and entitlements Plaza EI Segundo and The Point were first developed as retail centers that would generate sales tax revenue for the City and diversify its revenue sources. As a result, the permitted uses in the C-4 zone, where the centers are located, included primarily retail sales uses. Other uses, such as banks, offices, fitness centers, that did not generate sales tax revenue were strictly limited or prohibited. However, as internet sales took off in the last decade, the retail sector began to suffer. As a result, in 2017, the property owner approached the City and requested changes to the project entitlements, including a zone text amendment, to permit more non -retail uses in the C-4 zone and, thus, give the property owner more flexibility in filling vacancies. On October 3, 2017, the City Council adopted ordinance No. 1556, which significantly revised the permitted uses in the C-4 zone (Exhibit No. 1). In return for granting this flexibility, and in order to maintain sales tax revenue, the City imposed a maximum limit on non -sales tax generating uses, which is shown in the table above. Since 2017, the retail sector has continued to weaken, as internet sales continue to grow. Furthermore, this year the COVID-19 pandemic and the related economic crisis have exacerbated the retail sector's problems. So, the applicant approached the City again with the current request to modify the limits on non - sales tax generating uses at the Plaza EI Segundo and The Point shopping centers. DISCUSSION: Conditions at the shopping centers As indicated in Table No. 1 above, as of February 2020, the vacancy rate at Plaza El Segundo is 6.9% and at The Point it is 4.3%. At Plaza EI Segundo, vacancies have significantly affected for years the two smaller areas of the center, The Works and The Collection (see Figure No. 1). At The Point, some tenant spaces remain vacant since its original construction in 2014. In addition, the applicant has indicated to the City that some current tenants have had difficulties in making their lease payments. And, this situation has been exacerbated by the COVID-19 related economic downturn. In spite of these trends, the applicant has invested a lot of energy and money into repositioning the center. Last year, the applicant completed construction on some major physical improvements in the area called The Works. The improvements included new landscaping, hardscape, various pedestrian improvements, and building facade improvements. In the Collection, the applicant is currently completing tenant improvements to convert one of the multi -tenant retail buildings into a single -tenant office building. The improvements also include the addition of a substantial outdoor gathering space and landscaping for the future office tenants. In addition to the above physical improvements and conversion of retail space into office, the shopping centers remain primarily retail in nature and the applicant has attracted significant retail tenants in the last few years, such as Nordstrom Rack and Ulta. im 257 Applicant's fiscal and economic analysis In support of the request to change the use mix at the shopping centers, the applicant submitted a fiscal impact & economic benefit analysis report prepared by Kosmont Companies in 2019 (Exhibit No. 2). The report discusses the recent local and national market trends in the retail sector. Locally, since the "Great Recession" a decade ago the retail sector has seen slow growth and the City's sales tax revenues have decreased from $12.8 million in 2008 to $10.6 million in 2018. Nationally, the retail market has been affected significantly by the growth of the digital economy and e -Commerce, with digital retail sales displacing brick and mortar retail sales. Specifically, in 2000 online sales comprised 0.8% of the total retail sales market. By 2018, 9.7% of all retail sales were conducted online. This steady growth pattern is projected by economists to continue in the years ahead. As a result, the rate of retail store closures will continue to increase and, thus, property owners (including shopping centers) will find it increasingly difficult to fill vacancies. In response to this decline in demand for traditional retail, shopping centers have shifted their approach and have increasingly sought to diversify their tenants and improve the customers' experience. Research has shown that customers no longer view stores as a place to buy merchandise. Rather, they view stores and shopping centers as a "place" where they can have a bigger experience. Therefore, modern retailers seek to: Present an integrated shopping environment in a diverse setting (such as office, work, transit, or residential nearby); • Embrace omni -channeling by developing a digital/physical presence; • Redefine platforms from simply selling goods to solving customers' problems. Many malls are redeveloping to achieve the above objectives and the Kosmont report discusses several redevelopment examples, such as the Westside Pavillion, the Baldwin Hills Crenshaw Plaza, and others. City's peer review City staff engaged Keyser Marston and Associates (KMA) to peer review the Kosmont analysis, and KMA largely confirmed and agreed with the analysis summarized above. In fact, the City has been aware of the local and national retail trends, as well as the move toward mixed-use retail centers, or "lifestyle centers" as they are also called. The previous development agreement amendment in 2017, was approved primarily due to the above market trends. However, the percentage restriction on non -sales tax generating uses is still hampering the applicant's ability to find viable tenants and provide an appropriate mix of uses at the subject shopping centers. W 258 Plaza EI Segundo and The Point Development Agreement October 22, 2020 Page 5 of 5 Conclusion/Recommendation Based on the above discussion, staff concludes that without changes, the shopping centers will continue to have difficulties with filling vacancies and the City's sales tax revenue will continue to shrink. Permitting additional retail space to convert to other uses help fill vacancies and maintain a healthy and vibrant shopping center that offers services and employment to the community and more stable tax revenue to the City. Therefore, staff recommends that the Planning Commission adopt resolution No. 2888 recommending approval of the applicant's request. ENVIRONMENTAL CONSIDERATION: The project is categorically exempt from environmental review pursuant to California Code of Regulations, Title 14 ("CEQA guidelines") § 15061(b)(3) — the common sense exemption as it can be seen with certainty that there will not be an impact, because no substantial construction and no addition of building area is being proposed; the proposed change to the mix of uses will maintain the total daily and peak AM and PM traffic trips generated by the shopping center below the levels estimated previously; and no other impact areas should be affected; and CEQA Guidelines § 15305 — the Class 5 exemption for minor alterations in land use limitations as office and other non -retail uses are already allowed in the C-4 zone and the only change involves the ratio of office and other non - retail uses to retail uses. CITY STRATEGIC PLAN COMPLIANCE: Goal 1: Champion Economic Development and Fiscal Sustainability Objective A: EI Segundo promotes economic growth and vitality for businesses and the community PREPARED BY: Paul Samaras, Principal Planne �, REVIEWED BY: Eduardo Schonborn, Principal Planner APPROVED BY: Sam Lee, Director of Planning and Building Safety ATTACHED SUPPORTING DOCUMENTS: 1. Vicinity map 2. Permitted uses in C-4 Zone 3. Kosmont report 4. Resolution No. 2888 5. Draft ordinance 6. Development agreement 259 KC RESOLUTION NO. 2888 A RESOLUTION RECOMMENDING THAT THE CITY COUNCIL APPROVE ENVIRONMENTAL ASSESSMENT NO. EA -1279, DEVELOPMENT AGREEMENT NO. DA 20-01, AND MODIFY THE CONDITIONS OF APPROVAL FOR THE PLAZA EL SEGUNDO DEVELOPMENT PROJECT The Planning Commission of the City of EI Segundo does resolve as follows-, SECTION 1: The Planning Commission finds and declares that: A. On March 15, 2005, the City Council approved a development known as Plaza EI Segundo. Approvals for that development were subsequently amended to allow for different types of uses including, among others, Health Clubs and Fitness Center (2007); Health/Skin Care and automobile sale uses (2008); fast food restaurants, banks, dance/music studios (2009); and medical and dental offices (2010); B. On September 3, 2013, the City Council further amended the approvals for the development to, among other amendments, increase the size of the previously approved shopping center floor area by 49,613 square feet; C. On October 3, 2017, the City further amended the permitted uses including among others, daycare centers, personal services, public assembly and recreational uses (2017); D. On March 9, 2020, Street Retail, Inc. filed applications for an Environmental Assessment and an amendment of the Development Agreement and Conditions of Approval for the Plaza EI Segundo and The Point development project to increase the proportion of non -sales tax generating uses to 40 percent; E. The City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq., the "CEQA Guidelines"), and the City's Environmental Guidelines (City Council Resolution No. 3805, adopted March 16, 1993); F. The Planning and Building Safety Department completed its review and scheduled a public hearing regarding the application before the Planning Commission for October 22, 2020; G. On October 22, 2020, the Planning Commission held a public hearing to receive public testimony and other evidence regarding the application including, without limitation, information provided to the Planning Commission by city staff; and, adopted Resolution No. 2888 recommending • are that the City Council approve the proposed project; H. This Resolution and its findings are made based upon the evidence presented to the Commission at its October 22, 2020, hearing including the staff report submitted by the Planning and Building Safety Department. SECTION 2: Factual Findings And Conclusions. The Commission finds that the proposed amendments would result in the following: A. Amend the development agreement and conditions of approval to increase the maximum percentage of project floor area dedicated to non -sales tax generating uses to 40 percent for both the Plaza EI Segundo and The Point shopping centers; SECTION 3: General Plan Findings. As required under Government Code Section 65860, the amendments proposed by the Ordinance are consistent with the EI Segundo General Plan as follows: A. The proposed ordinance is consistent with Goal LU4 of the General Plan Land Use Element in that it will help maintain a high quality retail center in proximity to major employment centers and provide new office uses. B. The proposed ordinance is consistent with Goal ED1 of the General Plan Economic Development Element in that it will help diversify the City's employment and tax base by permitting a mix of retail, office and other uses. C. The proposed ordinance is consistent with Objective ED1-2 of the General Plan Economic Development Element in that would permit several new uses in the C-4 zone, which promotes the diversification of the City's retail and commercial base. SECTION 4. Development Agreement Findings. In accordance with Government Code § 64867.5 and Resolution No. 3268, adopted June 26, 1984, the City Council finds as follows: A. The Development Agreement is consistent with the General Plan of EI Segundo and there are no applicable Specific Plans. The Revised and Restated Development Agreement is an extension of that Development Agreement originally approved in March 2005 and therefore a continuation of the Development Agreement Findings set forth in Section 5 of Ordinance No. 1382 which findings are incorporated by reference. By expanding the allowed uses, the Development Agreement continues to provide the following benefits: 1. Protection against the Plaza EI Segundo development (both Phase 1A and Phase 1B) from becoming blighted due to a change in retail sales 47 261 by allowing additional uses which will create a synergy; 2. Provision of an attractive urban destination; 3. Increasing and stabilizing the City's tax base by allowing new commercial development; 4. Provision of long-term employment and increase the employment opportunities for the residents of the City of EI Segundo; 5. Add to the diversification of economic base in the City; 6. Provision of significant fiscal benefit to the City through additional business licenses and sales tax revenues; and 7. Provision of additional retail use and commercial services to the adjacent employment centers. B. The Development Agreement is compatible with the uses authorized in and regulations prescribed for the Commercial Center (C-4) zoning district. C. The Development Agreement is in conformity with the public convenience, general welfare and good land use practice as it provides expanded commercial opportunities in a synergistic manner with the existing Plaza EI Segundo development and adjacent land uses but does not increase the overall allowed traffic. D. The Development Agreement will not adversely affect the orderly development of property or the preservation of property values as it does not expand development beyond the physical boundaries of Plaza EI Segundo (Phase 1A and Phase 1B), which is already developed. SECTION 6: Environmental Assessment. The Planning Commission makes the following environmental findings: A. The project is categorically exempt from environmental review pursuant to California Code of Regulations, Title 14 ("CEQA guidelines") § 15061(b)(3) — the common sense exemption as it can be seen with certainty that there will not be an impact, because no substantial construction and no addition of building area is being proposed; the proposed change to the mix of uses will maintain the total daily and peak AM and PM traffic trips generated by the shopping center below the levels estimated previously; and no other impact areas should be affected; and CEQA Guidelines § 15305 — the Class 5 exemption for minor alterations in land use limitations as office and other non -retail uses are already allowed in the C-4 zone and the only change 262 involves the ratio of office and other non -retail uses to retail uses. SECTION 7: Recommendations, A. The City Council should adopt the Ordinance attached as Exhibit "A" which would adopt the amended Development Agreement and modify the Conditions of Approval for the Plaza EI Segundo and The Point development project; SECTION 8: Reliance On Record. Each and every one of the findings and determination in this Resolution are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the Planning Commission in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 9: Limitations. The Planning Commission's analysis and evaluation of the project is based on information available at the time of the decision. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. In all instances, best efforts have been made to form accurate assumptions. SECTION 10: This Resolution will remain effective until superseded by a subsequent resolution. SECTION 11: The Commission secretary is directed to mail a copy of this Resolution to any person requesting a copy. 263 SECTION 12: This Resolution may be appealed within 10 calendar days after its adoption. All appeals must be in writing and filed with the City Clerk within this time period. Failure to file a timely written appeal will constitute a waiver of any right of appeal. PASSED AND ADOPTED this day of 2020. ATTEST: Sam Lee, Secretary APPROVED AS TO FORM: Mark D. Hensley, City Attorney M Ryan Baldino, Chair City of EI Segundo Planning Commission David King, Assistant City Attorney Baldino Newman Hoeschler Wingate Keldorf 264 50 ko smon coI . 1punacs PLAZA EL SEGUNDO Fiscal Impact & Economic Benefit Analysis Prepared For: Federal Realty Prepared By: J■ kosmon . companies 1601 N. Sepulveda Blvd. #382 Manhattan Beach, CA 90266 www.kosmont.com August 2019 1601 N. Sepulveda Blvd. #382, Manhattan Brach, CA 90266 I ph 424.297.1070 I www.kosmotit.com 265 August 15, 2019 Mr. Jeff Kreshek Sr. Vice President - Leasing Federal Realty Investment Trust 860 S. Sepulveda Blvd. Suite 105 EI Segundo, CA 90245 RE: Plaza EI Segundo Market, Fiscal and Economic Benefit Analysis Kosmont & Associates, Inc. doing business as Kosmont Companies ("Consultant" or "Kosmont") was retained to generate a specific independent market and fiscal analysis as related to Plaza EI Segundo. Kosmont is pleased to present this draft Retail Market, Fiscal and Economic Benefit Analysis ("Analysis") for a proposed redevelopment plan for Plaza El Segundo ("Project") located on Sepulveda Blvd. in EI Segundo, California. Federal Realty ("Developer") is seeking entitlements from the City of EI Segundo ("City") to redevelop The Collection retail component of Plaza EI Segundo into a creative office campus. As part of the entitlement process, the City requested an independent analysis to examine retail market trends and evaluate fiscal and economic impacts of the Project. The proposed entitlement will allow up to 30% non -sales tax generating uses. These elements, as well as additional improvements are further described in the Analysis. Kosmont reviewed historic sales data for most of the retail tenants at Plaza EI Segundo, as well as researched retail sales by major tenant type, and employment ratios for creative office tenants to estimate EI Segundo sales taxes and business license taxes. The fiscal revenues were derived from estimating the various taxes associated with the Project including property taxes (secured and unsecured), business taxes, franchise taxes, onsite and off-site retail sales taxes. The retail components of Plaza EI Segundo have been suffering from loss of tenants due to increased customer use of online channels for purchasing commodities such as clothing, shoes and an array of soft goods. The Collection has been particularly impacted by the transition of consumer activity to digital platforms. Office uses typically bring daily activity in the form of work place visitation, thereby providing a pool of consumers that can augment sales activity in the adjacent retail spaces. If repositioning to office uses is not allowed, there is a significant risk that the larger Plaza EI Segundo will suffer further declines in retail sales, as vacant stores create a less attractive and negative shopping environment. 266 Table of Contents Section Plaza EI Segundo Net Fiscal Impact and Economic Analysis August 2019 Page 3 of 22 Page 1.0 Executive Summary ...........................................................................................................4 2.0 Project Description.............................................................................................................7 3.0 Retail Market Trends.........................................................................................................9 4.0 Fiscal Impacts..................................................................................................................17 5.0 Economic Impact & Job Benefits...................................................................................19 Appendix Exhibit 1 — Sales History ...........................................................................21 Appendix Exhibit 2 — 2019 Est. Sales....................................................................... 22 The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses 4n., A — nrninntinna —he Ontuol ra—ilte m— differ from thnee —r—orl in thio onohicic 267 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 4 of 22 1.0 Executive Summary EI Segundo's future faces significant economic challenges, as the digital economy converts the lifestyles and social patterns of society. Today's consumers increasingly utilize online websites for the purchasing of clothes, shoes, and other soft goods that impact major shopping centers. As this competition increases, retail chains continue to withdraw from traditional retail spaces, impacting even the most vibrant of communities and retail centers. The result of these forces is the need for the public and private sector to rethink traditional approaches to retail land uses. Today's consumers, with their increased use of media and digital communication, no longer seek collections of retail stores. Instead, consumers increasingly desire gathering places with stores, restaurants and entertainment venues. Taking stock of these trends, it is apparent that today's economic forces demand approaches to land use and development that involve a diversification of uses, as well as concepts for amenities and attractions that help centers capture consumer trips and thus "sales" to retain vibrant commercial districts. Client plans to convert the Collection's retail/restaurant space into creative office, similar to the Elevon project in EI Segundo. Kosmont estimates total office employment of 4 employees per 1,000 square feet, generating 212 white collar/creative employees onsite. Fiscal Benefits The proposed reconfiguration to partial office use will improve the economic health of Plaza EI Segundo, and despite the loss of 53,000 SF of retail space, the proposed reconfiguration will likely result in $201 million in total annual retail sales following re-leasing in 2021. This is equal to the current level of retail sales and 5% above the 2017 sales volume, which means no net loss of revenues to the City's General Fund, as shown in the summary table below. Following office conversion, Kosmont estimates the new office employees would generate approximately $2 million in additional annual retail sales at local retailers, according to surveys done by ICSC. In addition to retail sales taxes, the Project will generate additional property taxes and business license taxes from the office tenancy, which Kosmont estimates at almost $50,000 per year. Plaza EI Segundo Retail Sales (000's) PES (A) The Works (B) The Collection (C) The Center Other City Total 2017 $152,500 $14,300 $23,200 $191,000 -- $191,000 2019 171,000 11,300 13,000 195,300 6,000 201,300 2021 174,600 19,500 -- 193,500 8,000 201,500 Source: Federal Realty / Kosmont Companies Note: The Center represents the subtotal of Column A, B & C. The Other column represents indirect offsite sales tax generated. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses Mon are projections only. Actual results may differ from those expressed in this analysis. 268 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 5 of 22 Since Client also owns adjacent The Point shopping center, they have been able to retain several major retailers wanting to relocate within the City. Lululemon was a tenant at the Collection and was seeking a better location with more visibility. Client was able to accommodate them at The Point in 2018, which is reflected in the sales estimate within the Other category. In 2018, Client was also able to replace Cost Plus and attract Nordstrom Rack in the Big Box section, as well as replace Chase Bank and Sammy's and attract Ulta within the Pads, both of which are projected to generate five times greater retail sales. The Works is another 53,000 square foot complex, which had almost 25% vacancy at the end of 2017. Barry's Boot Camp and Soom Soom are new leases totaling 7,500 square feet, leaving approximately 9,000 square feet vacant. Kosmont estimated those spaces in the recently renovated center will generate between $300 and $400 per square foot in annual sales. Economic Benefits Redevelopment will bring significant economic benefits to the City. Buildout is estimated to require $18 million in new capital investment and provide over 90 FTE jobs on site, with a total of 157 jobs countywide ($13 million in wages), including indirect and induced jobs. Exhibit 1.2: Economic Benefits from Construction Economic Benefits from Construction (One -Time / Short -Term) Employment Labor Income Direct (On -Site) 90 $9,000,000 Indirect 32 $1,900,000 Induced 35 $2,100,000 Total Countywide 157 $13,000,000 Source: IMPLAN, Kosmont Companies At completion, the office is projected to result in approximately 231 new permanent jobs, and approximately $20.3 million in labor income. Exhibit 1.3: Economic Benefits During Operation Economic Benefits from Ongoing Operation (Annual) Employment Labor Income Direct (On -Site) 212 $19,080,000 Indirect 9 $591,000 Induced 10 $588,000 Total Countywide 231 $20,259,000 Source: IMPLAN, Kosmont Companies The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosm are projections only. Actual results may differ from those expressed in this analysis. 269 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 6 of 22 Local Examples of Retail Repositioning Many communities and shopping center owners have had to adapt to the new realities of retail. With the growing presence of online shopping, communities are facing store closures and a modification of retail brick -and -mortar formats: older modes such as big -box stores and single - use malls are being replaced by fast online distribution and place -based experiential consumption. These changes force new approaches to land use; communities focus on capturing trips and driving sales in vibrant commercial districts centered on experiential and integrated shopping environments that blend uses. This report examines three malls in Southern California in the process of redeveloping their sites into mixed or "blended -use" developments by incorporating office, hotel, and residential uses: ❖ The Westside Pavilion first opened in 1985 and became one of the major shopping malls in West Los Angeles, with multiple anchors and a movie theater. By 2019, after losing its anchor tenants in recent years, the mall closed. Current plans for the mall will transform the site into a blended -use creative office complex centered around the primary office tenant, Google. ❖ The Baldwin Hills Crenshaw Plaza was first opened in 1947 and has served as a key commercial center in central Los Angeles ever since. In June, the Los Angeles City Council approved a redevelopment plan to create a mixed-use entertainment center. ❖ The Laguna Hills Mall is being reconfigured as a blended -use redevelopment project in Orange County, due to the loss of all major anchor tenants. The new project, known as Five Lagunas, will feature a mix of apartments, office, retail, restaurants, and other entertainment uses. Recently released plans call for additional apartments and office square footages, as well as a boutique hotel and 3 -acre park. With a loss of over 7,000 stare locations in the US so far in 2019' and some experts estimating up to 40% of shopping mails closing within 3-5 yearS2, shopping center owners will struggle to find new tenants for vacant spaces. This shows the critical importance of investing in a strategy to diversify the types of land uses, with offices, restaurants, and retail, all within a unified site. 1 I�tt37s:I lcnresieh r.eon7 �re�cart17/.vicekl,•-us-and-uf:-tiihl'S:-b17clllliL�-xn[�-CIq$UYCS-LCaCIiL'I-�i} � �)-WCt k-�� I ' Chris Calott, professor of architecture and real estate development, UC Berkeley FAThe analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses k;):i)1c1.lp are projections only. Actual results may differ from those expressed in this analysis. 270 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 7 of 22 2.0 Project Description 2.1 Location Incorporated in 1917, the City of EI Segundo is strategically located adjacent to Los Angeles International Airport, along the coast in Los Angeles County. The City has a 2019 estimated population of 17,288 individuals, with a median age of 40.8 years and median household income of $102,103. Located between LAX and Manhattan Beach, EI Segundo is known for being home to a variety of aviation and petroleum -related industries, including Raytheon, Northrop Grumman, Boeing, and the Chevron oil refinery. The city's location, which also offers close proximity to high quality residential neighborhoods in the South Bay, as well as easy access to 1-405 Freeway, makes it an excellent office location. Project Site As shown in Exhibit 2.1.1, The Center is located on the southern edge of the City, just northeast of the intersection of Rosecrans and Pacific Coast Highway. The Center consists of three distinct shopping areas: Plaza EI Segundo, The Works and The Collection. There are half dozen big box/anchor stores and numerous small pads with a current gross leasable area of approximately 380,000 square feet in the main area (A) identified as Plaza EI Segundo. (See Exhibit 2.1.2) Exhibit 2.1.1: Local Map Source: Google, 2019 The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kostw(jit are projections only. Actual results may differ from those expressed in this analysis. 271 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 8 of 22 Exhibit 2.1.2: Project Site Map Source: ESRI, 2019 The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosnion are projections only. Actual results may differ from those expressed in this analysis. 272 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 9 of 22 3.0 Retail Market Trends 3.1 Local Retail Trends EI Segundo has seen slow retail growth since the "Great Recession" a decade ago. In 2008, the City received $12.8 million in sales tax. Since then, the City has seen declining sales tax collections. In 2018, City sales tax collections totaled $10.6 million; as noted in the City's 2018 CAFR, the sales tax collections decrease of $1.6 million between 2017 and 2018 was "due to the nationwide trend to E -Commerce." Modern consumers use online websites such as Amazon.com for purchasing clothing, shoes, electronics, appliances, and more. Because of this, even the most economically viable communities are susceptible to the closure of major shopping centers and the loss of sales tax revenues that accompany them. Countywide, retail vacancy rates have slowly increased over the past three years rising from 4.1% in Q3 2016 to 4.4% so far in Q3 2019, with market rents per SF rising over the same timespan from $30.74 per SF in Q3 2016 to $32.91 per square foot in Q3 2019.3 3.2 National Retail Trends EI Segundo, like most cities, will face many unavoidable challenges as the global retail market is affected by the continued growth of the digital economy. In order to remain competitive in this evolving retail environment, the City will need to recognize and understand how global trends continue to shape the new retail economy. These recent trends include: • big -box format shrinking and closing; • blending uses creating places, rather than spaces; • millennial consumers demanding experiential shopping; • firms diversifying sales through omni -channeling strategies; • e -Commerce reshaping distribution and industrial spaces; and, • retailers focusing on social media storytelling. Foremost among these trends has been the growth of e -Commerce sales within the retail industry. As seen in Exhibit 3.2.1, E -Commerce sales grew by 70% from 2014 to 2017, and are projected to grow within the next four years. 3 Costar Market Data, Los Angeles County. Accessed July 2019. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses ko m[1 1 are projections only. Actual results may differ from those expressed in this analysis. 273 Exhibit 3.2.1: Global E-Ccommerce Sales E2 `u 5 0 0 vi 4 c 3 0 I— 2 c N a) 1 CD ELI Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 10 of 22 2014 2015 2016 2017 2018* 2019* 2020* 2021" *Projected E -Commerce Sales Source: Statista, 2018. The growth of this digital market has taken away from traditional brick and mortar sales over the past two decades. In 2000, e -Commerce retail sales comprised a mere 0.8% of the total retail sales market. By 2018, 9.7% of all retail sales were conducted via e -Commerce, a steady growth pattern which is projected by many economists to continue in the years ahead. Exhibit 3.2.3: E -Commerce Retail Sales as a Percentage of Total Sales 12.0 10.0 a> 80 CO C C 6.0 U N a_ 4.0 2.0 E -Commerce Sales as Percent of Total Sales 0.0 00 O O� O� O� O� -CO O 00 00 �O �ry �M �� 1 ^' IO �o �o ryO �o ryo �O ryo �o �O ryO ryo �o ryo ryO �o ryo �O ryO ryo Source: St. Louis Federal Reserve; U.S. Census Bureau The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses t . kosm are projections only. Actual results may differ from those expressed in this analysis. 274 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 11 of 22 As a result of these trends, we have seen dramatic increases in store closures in recent years, exceeding those levels reached during "Great Recession" (see Exhibit 3.2.4 and 3.2.5). Exhibit 3.2.4: U.S. Retail Store Closure Index: Announced Store Closures Credit Suisse U.S. Retail Store Closure Index: Number of Announced Store Closures 9,000 8,000 7,000 6,000 5,000 f 4,000 3,000 I 2,000 1,000 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018* * Projection Source: Credit Suisse, "US Store Closures Monitor.- 2018 On Track for Another Peak Square Footage Closure Year" Exhibit 3.2.5: U.S. Retail Store Closure Index: Total Square Footage of Closures Credit Suisse U.S. Retail Store Closure Index: Announced Total Square Footage of Closures 120 100 0 — 80 a) W 60 0 0 ai 40 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018* * Projection Source: Credit Suisse, "US Store Closures Monitor: 2018 On Track for Another Peak Square Footage Closure Year" https:llplus.credit-suisse.comlrnc4lravDocVlew:?docid= XSas2AA-WEIRIF The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosro are projections only. Actual results may differ from those expressed in this analysis. 275 = plllla9J�'Ill 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018* * Projection Source: Credit Suisse, "US Store Closures Monitor: 2018 On Track for Another Peak Square Footage Closure Year" https:llplus.credit-suisse.comlrnc4lravDocVlew:?docid= XSas2AA-WEIRIF The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosro are projections only. Actual results may differ from those expressed in this analysis. 275 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 12 of 22 Coresight Research estimates that at the end of July 2019, U.S. retailers have announced 7,567 store closures, already surpassing the 5,864 announced store closures estimated for the full year of 2018; Coresight notes that "store closures could reach 12,000 by the end of 201 g.,,4 After years of continuing closures, 72 Sears stores and 27 JC Penney stores will close in 2019. Kmart will close 48 stores in 2019, and Macy's will shut down 4 locations. Other examples of stores closures, many of which come after bankruptcy filings and reorganizations, include: • GNC will close 900 stores by end of 2020 • Pizza Hut is closing 500 sit down restaurants by end of 2020 • Pavless ShoeSource will close 2,100 stores in 2019 • Gvmboree will close 800 locations in 2019 • Dressbarn will close 650 stores in 2019 • Charlotte Russe will close 512 stores in 2019 • Gap will close 230 stores in the next two years • Things Remembered will close more than 200 stores in 2019 • Signet (Kav Jewelers. Zales, Jared) will close 150 stores in 2019 • Victoria's Secret plans to close 53 stores in 2019 These recent and pending closures, combined with the continued closures seen in recent years, cause property owners to struggle to find new tenants for vacant spaces. Modern tenants often want locations with smaller footprints in vibrant areas, showing the critical importance of investing in a strategy to diversify the types of land uses, such as office with pedestrian - friendly outdoor dining, and entertainment and retail, all within a unified site. Today's economic forces demand approaches to land use that explore diversification in uses and densities. Blending Retail This retail revolution driven by e -Commerce is not simply a shift from in-store to online purchasing. Instead, consumers follow multiple paths to products (online, in-person, and combinations of both), and firms utilize omni -channel strategies that provide consumers with a shopping experience that integrates and blends brick -and -mortar retail with modern E - Commerce. Stores are no longer seen as a "space" to buy and sell merchandise; rather, they are a "place" where consumers can research, buy, receive, and experience products and services. To be successful, modern retailers must: • present an integrated shopping environment in a diverse setting (such as office, work, transit, or residential nearby); • embrace omni -channeling by developing a digital/physical presence; • redefine platforms from simply selling goods to solving customers problems To this end, retail landlords are increasingly adding office, hotel, and residential to their shopping centers to draw in customers throughout the day and evening hours. Subsequently, these blended use projects are attracting significant demand from employers seeking to attract younger working professionals, who no longer want to be located in a suburban office park. a htms:llcoresieht.comlrescarcl�Iw�ri;lr-us-anti-ul:-s[ort-onetiines-anel-closurrs-rrarker-?t119-wrrk-30 c�nc-srr-rp- close -more-sro.res1 J -- The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kostn t are projections only. Actual results may differ from those expressed in this analysis. 276 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 13 of 22 3.3 Mall Redevelopment Case Study Examples Reflecting national retail trends, many shopping center owners across the country are repositioning traditional shopping malls into new "Villages" and mixed-use developments. Below are three cases of such developments in Southern California. Westside Pavilion Built in 1985 on the site of California's first drive-in movie theater and a small shopping center, the Westside Pavilion quickly became one of the prime shopping mall destinations in West Los Angeles. The mall underwent expansions and renovations, including the addition of what was called "Westside Too," a section of new shops and outdoor restaurants connected to the main mall structure via a bridge over Westwood Boulevard. As a result of the macro changes in the retail industry, resulting in closures of the two major anchor tenants, Nordstrom and Macy's, only the movie theater remained as an active tenant. Plans were announced in March 2018 that Hudson Pacific Properties would convert the mall into a new blended use project known as One Westside. Approximately 600,000 square feet of the former shopping center will be converted into creative office space, with the remaining 100,000 square feet used as entertainment retail space, featuring a movie theater, a restaurant, and retail shops. In January 2019, it was announced that Google had signed a 14 -year lease for the entire office space, which is expected to be completed in 2022. Exhibit 3.3.1: Westside Pavilion Project Summary Use Existing GFA (SF) New GFA (SF) Retail 660,000 60,000 Theater 40,000 40,000 Office - 600,000 Total 700,000 700,000 Source: Press Release The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses i are projections only. Actual results may differ from those expressed in this analysis. 277 Exhibit 3.3.2: Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 14 of 22 A rendering of the proposed One Westside (source: Hudson Pacific Properties) Baldwin Hills Crenshaw Plaza The first post-war retail complex in the state of California, the Baldwin Hills Crenshaw Plaza has served as a key commercial center in south central Los Angeles since its opening in 1947. Since opening the mall has undergone a number of renovations and additions, the most recent of which was completed in 2010 after the purchase by Capri Capital Partners. However, the mall suffered major setback when the Walmart store was forced to close in January 2016. Following unsuccessful attempts to find a replacement anchor, Capri filed plans with City of Los Angeles for a major mixed-use development expansion. On June 27th, 2018, the Los Angeles City Council approved the development agreement with Capri to add 2 million square feet of office hotel and residential uses, while redeveloping significant retail portions of the existing footprint to become a mixed-use entertainment center. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kos.in are projections only. Actual results may differ from those expressed in this analysis. 278 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 15 of 22 Exhibit 3.3.3: Baldwin Hills Crenshaw Project Summary Use Existing GFA (SF) New GFA (SF) Retail 833,077 833,077 Theater 75,000 75,000 Commercial 104,041 104,041 Ofice 4,623 148,000 Residential 1,234,500 Retail Restaurant 331,838 Hotel 346,500 Total 11016.741 3,072,956 Source: Development Agreement with City of Los Angeles, 2018. Exhibit 3.3.4: Concept of Baldwin Hills Crenshaw Mall Redevelopment i 1 i F .ill _ ''• - - - k1,- ._. a •�•. .L"r -war A$P- t. -_ IF The project plan approved by City Council would add approximately 2 million gross square feet to the existing approximately 1 million square feet already on site. The majority of this to be added space is composed of approximately 1.2 million gross square feet of residential space encompassing 961 new residential units. Additions also include plans for a 400 -key hotel, close to 150 thousand square feet of office space, and approximately 350,000 square feet of new restaurant and retail uses. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosmn^� are projections only. Actual results may differ from those expressed in this analysis. 279 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 16 of 22 Laguna Hills Mall (Five Lagunas) First opening in 1973, the Laguna Hills mall was centered around four major department stores. In the past few years, the mall suffered as all anchor tenants have closed their stores, leading to closure of the mall, with only a few exterior tenants remaining open. In 2016, Merlone Geier Partners unveiled plans to redevelop the 69 -acre mall site into a new blended use project called Five Lagunas. The plans would more than double the existing square footage of the site. (see Exhibit 3.3.4). In April 2019, Merlone Geier released revised plans that featured 2,100 apartment units, four office buildings, a boutique hotel, movie theater, fitness, retail, and restaurant spaces, along with a three -acre park. Exhibit 3.3.5: Five Lagunas Project Summary Use Restaurant Retail Fitness Cinema Flex Retail/Medium Office Residential Total E_ xisiinq GFA (SF) New GFA !SF 78,795 115,354 Source: Five Lagunas Project Plan, 2016. 873,551 616,013 40,102 13,166 109,070 45,890 1,300,000 965,512 2,226,429 Fxhibit 3.3.6: Concept Images of Five Lagunas Redevelopment The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual andlor future results. Tax analyses kosmon are projections only. Actual results may differ from those expressed in this analysis. 280 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 17 of 22 4.0 Fiscal Impact This Analysis is based on information provided by the Landlord/Developer, the City of EI Segundo ("City"), Los Angeles County ("County") Property Tax Auditor -Controller's Office, California Department of Finance ("DOF"), California Board of Equalization ("BOE"), U.S. Census, U.S. Bureau of Labor Statistics ("BLS"), and ESRI. 4.1 General Assumptions Unless otherwise noted, the subsequent analysis maintains the following assumptions. Dollar amounts are expressed in 2019 dollars. Fiscal impacts are estimated at stabilized occupancy. • Employment figures are permanent FTE jobs. 4.2 Fiscal Revenue Analysis 4.2.1 Property Tax Secured property tax revenues are estimated based on the anticipated assessed value of the Project upon full build -out and the applicable property tax rates for the City. Existing value was not included as part of the analysis, as the subject property is already on the tax rolls. The City general fund receives an approximate 6% share of the annual 1.0% secured property tax general levy placed by the County on the assessed value of the property ($0.06 of each $1.00 of secured property tax revenue) within the TRAs. Unsecured property taxes are collected based on the assessed value of real property not affixed to the underlying land, such as business fixtures, and some types of vehicles. The rate of taxation and apportionment is generally the same as for secured property taxes. Assuming a $15-$18 million increase in assessed value, the City would receive approximately $10,000 in additional property taxes 4.2.2 Sales Tax (On -Site /Direct) Plaza EI Segundo Shopping Center includes three major retail/commercial components (A, B, C). The two remaining retail components (A & B) are expected to generate significant on-site sales taxes equal to or greater than the current operation due to significant vacancy and underperforming establishments. Taxable sales for each of these components vary based on The analyses, projections, assumptions. and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosmi are projections only. Actual results may differ from those expressed in this analysis. 281 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 18 of 22 current industry standards/projections. See Appendix Exhibits 1-2 for summary sales of each major component in Plaza EI Segundo Center. In addition to sales tax, the City receives use tax revenues, which are levied on shipments into the State and on construction materials for new development not allocated to a sites location. No increase in use tax revenues are projected. As previously discussed the loss of the 53,000 square feet in The Collection is not expected to result in any long term loss of sales taxes 4.2.3 Business Taxes Current business tax rates are assessed based on the number of employees and square footage. The first 10 employees and initial 5,000 SF are charged a flat fee base tax of $104.40. The business is then charged for each additional employee over 10, at a rate of $129.35 per employee. Additionally, the employer is charged $0.25 for each square foot over 5,000 SF. Based on estimates for employees and square footage for the proposed office reuse, Kosmont projects a net annual business tax of approximately $40,000. 4.2.4 Incremental General Fund Taxes In summary the repositioning of the Plaza EI Segundo into a mixed-use office/retail complex will likely result in a positive fiscal impact of $50,000 per year above the existing baseline. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses ko:i�irni _ are projections only. Actual results may differ from those expressed in this analysis. 282 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 19 of 22 5e0 Economic Impact and Job Benefits 5.1 Construction Budget The development costs for the conversion of the approximately 50,000 square foot of retail into creative office is estimated at $18 million, including soft and hard costs. 5.2 IMPLAN Modeling This analysis uses the IMPLAN (IMpact analysis for PLANning) econometric input/output model developed by the IMPLAN Group to quantify the economic impact to the local region from Project construction / renovation and ongoing operations. This proprietary model estimates the economic benefits on the industries in a given geographic area based on known economic inputs, such as construction costs. The model estimates direct, indirect, and induced benefits expressed in terms of increased economic activity, earnings ("labor income"), and job creation. Direct Economic Benefits: Direct benefits refer to the short-term business activity of general contractors involved in Project construction / renovation and the ongoing business activities of Project tenants. Indirect Economic Benefits: Indirect benefits will result when local firms directly impacted by the Project purchase materials, supplies or services from other firms. Examples would include increased sales of building materials as a result of construction activity, and increased sales of inputs related to the business operations of tenants within the Project. Induced Economic Benefits: Induced benefits relate to the consumption spending of employees of firms that are directly or indirectly affected by the Project. These would include all of the goods and services normally associated with household consumption (e.g., housing, retail purchases, local services, etc.). Inputs for the IMPLAN economic benefit analysis include the development budget provided by the Developer and permanent on-site employment information estimated by Kosmont. The permanent full-time employment estimates were derived from similar projects and industry standard per -square -foot employment densities for corresponding land use types. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses ko:i�,,n are projections only. Actual results may differ from those expressed in this analysis. 283 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 20 of 22 5.2 Construction Related Economic Benefits During the construction period, the Project is expected to produce approximately 157 jobs, $13 million in labor income across Los Angeles County. (see Exhibit 6.2.1). Exhibit 5.2.1: Economic Benefits from Construction Economic Benefits from Construction (One -Time ! Short -Term) Direct (On -Site) Indirect Induced Total Countywide Employment 90 32 35 157 Notes: Estimated benefits are during construction. Values in 2019 dollars. Source: IMPLAN, Kosmont Companies 6.3 Economic Benefits from On-going Operations Labor Income $9,000,000 $1,900,000 $2,100,000 $13,000,000 Once completed, the Project is projected to result in approximately 231 new permanent jobs, and approximately $20.3 million in labor income. Exhibit 5.2.2: Economic Benefits During Operation Economic Benefits from Ongoing Operation (Annual) Employment Labor Income Direct (On -Site) 212 $19,080,000 Indirect 9 $591,000 Induced 10 $588,000 Total Countywide 231 $20,259,000 Source: IMPLAN, Kosmont Companies Disclaimer This Analysis is confidential and client privileged and is not to be used for any purpose other than for site acquisition or disposition and land planning. This Analysis is based on estimated figures and Kosmont's professional opinion, using available market and financial information. Given the economic, market and financial risks associated with such real estate development, there is no assurance that these result will be achieved. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses ko:mo�t are projections only. Actual results may differ from those expressed in this analysis. M Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 21 of 22 Exhibit 1: Plaza EI Segundo Sales History The Works Total Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Total Pads Pads Pads Pads Pads Pads Pads Pads Pads Total Grand Total Anthropologie #481 Pinkberry Out of School Guiding Hands (thru 7/31/17) BCBG Max Azria #715 Banana Republic #8992 H&M#245 J. Crew #712 Lululemon Athletica Ivivva Athletica (thru Bebe (thru 5/31/17) Brooks Shoes for Kids Paper Source #642 MAC Cosmetics L'Occitane Marmalade Cafe Chase Bank / Sammy'sPizza Starbucks #11954 Drybar#107 Nail Garden Miracle Smile Dentistry Wells Fargo Sur La Table #60 Sall Creek Grille 53.882 11,000 902 776 3,844 6,397 6,137 4,842 3,003 1,710 3,568 1,056 2,277 1,339 1,121 5.409 53,381 9,934 1,600 1,484 1,484 2,226 50 5,000 7,500 29.478 380,324 14,300,000 23,200.000 10600,000 191,100.000 Anthropologie #481 Pinkberry None BCBG Max Azria #715 Banana Republic #8992 H&M#245 J. Crew #712 Lululemon Athletica (thru 6/17/18) None None None Paper Source #642 MAC Cosmetics (thru L'Occitane (thru 5/27/18) Marmalade Cafe 2018 Area 22,006 18,205 19,698 44,950 28,007 65,658 45,059 243,583 3,513 1,622 1,982 6,020 740 1,078 2,394 1,475 1,300 1,927 3,081 2,766 6,783 800 1,232 2,601 2,009 1,193 1,154 2,627 2,800 4 594 53,691 11,000 902 776 3,844 6,397 6,137 4,842 Chase Bank / Sammy'sPizza Starbucks #11954 Drybar #107 Nail Garden Miracle Smile Dentistry Wells Fargo Sur La Table #60 Salt Creek Grille 3,003 1,641 3,606 1,056 2,277 1,339 1,121 5,409 53,350 9,934 1,800 1,484 1,484 2,226 50 5,000 7,500 29,478 380,102 The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosi 1 are projections only. Actual results may differ from those expressed in this analysis. Est. Sales 142,200,000 12,400,000 14,900,900 10,900,000 180,400,000 285 2017 Location Tenant Area Est. Sales Tenant Anchors / Big Box Container Store, The 22,006 Container Store, The Anchors / Big Box Cost Plus 18,205 Cost Plus (thru 11/30/18) Anchors I Big Box PetSmart #1316 19,698 PetSmart #1316 Anchors I Big Box Best Buy 44,950 Best Buy Anchors / Big Box HomeGoods #501 28,007 HomeGoods #501 Anchors / Big Box Whole Foods Market 65,658 Whole Foods Market Anchors / Biq Box Dick's Sporting Goods 45.059 Dick's Sporting Goods Anchors Total 243,583 143,000.000 The Works Jos. A. Bank Clothiers 3,513 Jos. A. Bank Clothiers The Works Milan Nails 1,622 Milan Nails (thru The Works Yoga Works 1,982 Yoga Works (thru The Works Yoga Works #0740-E 6,020 Yoga Works #0740-E The Works Melt Gelato & Crepe 740 Melt Gelato & Crepe The Works Orange Twist 1,078 Orange Twist (thru The Works None 2,394 Orange Twist (starting The Works Temptress 1,475 Temptress The Works Snip -Its 1,300 Snip -Its The Works Legacy Dance Academy 1,927 Legacy Dance Academy The Works Legacy Dance Academy 3,081 Legacy Dance Academy The Works California Fish Grill 2,766 California Fish Grill The Works Active Ride 6,783 Active Ride The Works Ya Ya's 800 Ya Ya's The Works None 1,232 None The Works Veggie Grill, The 2,601 Veggie Grill, The The Works Wondertree Kids 2,009 Wondertree Kids The Works Federal Realty Inv (thru 1,384 None 11/30/17) The Works None 1,154 None The Works La Sirena Grill and 2,627 None Cantina ( 11/17) The Works The Counter 2,800 The Counter (thru The Works None 4.594 - Barrv's Bootcamp The Works Total Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Collection Total Pads Pads Pads Pads Pads Pads Pads Pads Pads Total Grand Total Anthropologie #481 Pinkberry Out of School Guiding Hands (thru 7/31/17) BCBG Max Azria #715 Banana Republic #8992 H&M#245 J. Crew #712 Lululemon Athletica Ivivva Athletica (thru Bebe (thru 5/31/17) Brooks Shoes for Kids Paper Source #642 MAC Cosmetics L'Occitane Marmalade Cafe Chase Bank / Sammy'sPizza Starbucks #11954 Drybar#107 Nail Garden Miracle Smile Dentistry Wells Fargo Sur La Table #60 Sall Creek Grille 53.882 11,000 902 776 3,844 6,397 6,137 4,842 3,003 1,710 3,568 1,056 2,277 1,339 1,121 5.409 53,381 9,934 1,600 1,484 1,484 2,226 50 5,000 7,500 29.478 380,324 14,300,000 23,200.000 10600,000 191,100.000 Anthropologie #481 Pinkberry None BCBG Max Azria #715 Banana Republic #8992 H&M#245 J. Crew #712 Lululemon Athletica (thru 6/17/18) None None None Paper Source #642 MAC Cosmetics (thru L'Occitane (thru 5/27/18) Marmalade Cafe 2018 Area 22,006 18,205 19,698 44,950 28,007 65,658 45,059 243,583 3,513 1,622 1,982 6,020 740 1,078 2,394 1,475 1,300 1,927 3,081 2,766 6,783 800 1,232 2,601 2,009 1,193 1,154 2,627 2,800 4 594 53,691 11,000 902 776 3,844 6,397 6,137 4,842 Chase Bank / Sammy'sPizza Starbucks #11954 Drybar #107 Nail Garden Miracle Smile Dentistry Wells Fargo Sur La Table #60 Salt Creek Grille 3,003 1,641 3,606 1,056 2,277 1,339 1,121 5,409 53,350 9,934 1,800 1,484 1,484 2,226 50 5,000 7,500 29,478 380,102 The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosi 1 are projections only. Actual results may differ from those expressed in this analysis. Est. Sales 142,200,000 12,400,000 14,900,900 10,900,000 180,400,000 285 Plaza EI Segundo Fiscal Impact and Economic Analysis August 2019 Page 22 of 22 Exhibit 2: Plaza EI Segundo 2019 Sales Est. The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosmo are projections only. Actual results may differ from those expressed in this analysis. 2019 Location Tenant Area Est. Sales Anchors / Big Box Container Store, The (thru 22,006 Anchors / Big Box PRO Nordstrom Rack (thru 10/31/29) 18,205 Anchors / Big Box PetSmart #1316 (thru 4/30/22) 19,698 Anchors / Big Box Best Buy (thru 1/31/22) 44,950 Anchors / Big Box HomeGoods #501 (thru 8/31/20) 28,007 Anchors / Big Box Whole Foods Market (thru 65,658 Anchors / Big Box Dick's Sportinq Goods #924 45,059 Anchors Total 243 583 160,000,000 The Works Jos. A. Bank Clothiers #697 (thru 3,513 The Works PRO Motion Stretch (thru 1/31/30) 1,622 The Works NEW TENANT B1.03 1,962 The Works Yoga Works #0740-E (thru 6,020 The Works Melt Gelato & Crepe Cafe (thru 740 The Works NEW TENANT 82.02 1,078 The Works Orange Twist (thru 5131/23) 2,394 The Works Temptress (thru 12/31/19) 1,475 The Works Snip -Its (thru 1/31/21) 1,300 The Works Duffs Cakemix (thru 8/31/24) 1,927 The Works Legacy Dance Academy (thru 3,081 The Works California Fish Grill (thru 6/30/20) 2,766 The Works Active Ride (thru 12/31/22) 6,783 The Works Ya Ye's (thru 8/31/19) 800 The Works NEW TENANT B3.02B 1,232 The Works Veggie Grill, The (thru 1/31/28) 2,601 The Works Wondertree Kids (thru 10/31/20) 2,009 The Works NEW TENANT B4.02 1,193 The Works NEW TENANT B4.03 1,154 The Works NEW TENANT B4.04 2'627 The Works Soom Soom (thru 4/30/29) 2,816 The Works Bangs Boolcamp (thru 8/31/281 4.594 - The Works Total 53.707 11,300,000 Collection Anthropologie #481 (thru 6/20/22) 11,000 Collection Pinkberry (5131/22) 902 Collection NEW TENANT C2.01B 776 Collection BCBG Max Azria #715 (thru 3,844 Collection Banana Republic #8992 (thru 6,397 Collection H & M #245 (thru 1/31/22) 6,137 Collection J. Crew #712 (thru 1/31123) 4,842 Collection NEW TENANT C3.01 3,003 Collection NEW TENANT C3.02 1,641 Collection NEW TENANT C3.04 3,606 Collection NEW TENANT C3.06 1,084 Collection Paper Source #642 (thru 5/31/19) 2,277 Collection NEW TENANT C3.10 1,339 Collection NEW TENANT C3.12 1,121 Collection Marmalade Cafe (thru 8131122) 5.409 Collection Total 53,378 13,000,000 Pads PRO Ulta (thru 11130129) 10.076 Pads Starbucks #11954 (thru 4/30/27) 1,800 Pads Drybar #107 (thru 3/31/22) 1,484 Pads Nail Garden (thru 5/31/19) 1,484 Pads Miracle Smile Dentistry (thru 4/30/21) 2,226 Pads Wells Fargo (thru 12/31/19) 50 Pads Sur La Table #60 (thru 1/31/23) 5,000 Pads Salt Creek Grille (thru 1!31122) 7,500 Pads Total 29,620 11,000,000 Grand Total 380,288 195,300,000 The analyses, projections, assumptions, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Tax analyses kosmo are projections only. Actual results may differ from those expressed in this analysis.