CONTRACT 6412 Developer’s AgreementAgreement No. 6412
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Agreement No. 6412
RECORDING REQUESTED.BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
10/1212022
'2022098,0789-
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF EL SEGUNDO
AND
BRE EL SEGUNDO PROPERTY OWNER A LLC,
BRE EL SEGUNDO PROPERTY OWNER B LLC,
AND
BRE EL SEGUNDO PARKING LLC
THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY
ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE
§65868.5
Agreement No. 6412
TABLE OF CONTENTS
1. Definitions ................................ .. .....»......... ,., ................. ...... .....».,..... ,....... , ,...... - 1
2. Recitals....................................n.......,...................»,,......,..................»,,..................................... 3
3. Binding Effect............................................................................. .........,....,...-- .................. .,,, — 4
3.1 Constructive Notice and Acceptance........ ....................... ... —.»,................... . ........................ 5
3.2 Rights to Assign and Transfer ................... --- ......... ............. ......... .................... --- » , ......... 5
3.3 Liabilities Upon Transfer .................................................................... ................... ...,,.,.. 5
14 Recumntinn of Right.... ......................... ...........»..»....»...................»»,»....... ....... .,.,.»,........... 5
4. Development of the Property .................................... --- ........ , ........... ....... .....I........,. ...,,,.. 5
4.1 Permitted Uses, Design and Development Standards and Dedication of Land for Public
Purposes............ ................... ....................,.......... ......»................................ .................. » 5
4.2 Entitlement to Develop................................................................................................................
5
4.3 Building Regulations ............... ..............».... , ..,............ ................. ___ ........................... ........ 6
4.4 Subsequent Rules ...................... .......... .............. »,.,,,,.... .......--..,.... ......................... 6
4.5 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications .......... »,»....... 6
4.6 Use of Easements ......................... — ... .... ............. »......................»........................»...,,... ....... 6
4.7 Timing of Development .... ............................................» ..» ....,.,................. .., ..»........, ...... 6
4.8 Moratorium .................................. ....... --- ......... ............................... ....... ........... ».............. ....7
4.9 Term .......................................................,. » .,...»........... ....... »......... ........ ....,»»,. ,................. 7
4:1,0 - Term of Map(s) and Other Project Approvals.........., »,........ ......» „..............--- ............. 7
4.11 Future Approvals..................................................................................................»,....,............,
8
4,11.2 Modifications Requiring Amendment to this Agreement ................ -- ................. ......... - 8
4.12 Site Plan Review ..... ........... .......o ......................, ........................... ».,................ — , .............
8
4.13 Issuance of Building Permits ..... ......... ........................................ .............. ......... ........ .»......... . 9
5. Developer Agreements .............................. ........................ ....... »............ ................ --- .... .............
» 9
5.1 General........................................................................» ........ ........... ,.....--- .... ..,.. ........ ......9
5.2 Affordable Housing ..................................................... .»».....,.... ............ ........................... 9
5.3 Undergrounding of Utilities .................. ....... .,............. .. .......,........,..»........—.............»».— ......
10
5:4 .Traffic Improvements.................................................. .............................. ................10
5.4.1 Preferential Parking Zone . ........................... ......... ......... ........» ............................
10
5.4.2 Additional Community Circulation Benefit ................. ......... ....... ..........................10
5.5 Landscaping .............................. -- ........ ............... --- .. ...».»».» ».»..,,...., ..............».»..»,..10
5.5.1 Landscaping Requirements .................... ........ ......... ................. ......».. »............ .,.,10
5.5.2 Indiana Street .......» .»....... .......................».» ,.............,.., .... ....... ..».».. ................
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Agreement No. 6412
5.5.3 Pacific Coast Highways/Hotels........................................................................................ 11
5.5.4 PCC North................................................................................„..„.. ......... ........„...... I 1
5.5.5 PCC South......................................................... ................................................ I............. I1
5.6 Enhanced Paving... ... ............................».... ,..,...,...... ,.,..„.,................. ___ ......................... .......«.. I1
5.7 EV_Charging Stations....:.::..........................I................., ....., ....,,....,....„.„.„..„„ ............ „.„.. 11
5.8 SoIar Panels and Battery Storage........................................................ .__ .......... .....,.„,..... 11
5.9 Fencing............................................................ .„........... .,.......... ..,.............................„....,. 12
5.10 Community Non -Profit Space ........................................ ......„.. ......,.. ................. ,.„..„. 12
5.11 Development Fees ............................. „................. ____ ................. .....,................. ,............... . 12
5.12 Maintenance Obligations ................................ ____ .................... _.......... .......... „...„............ 12
5.13 Sales and Use Tax ....................................... ................................. ....................... ......, ...„....,.....13
6. City Agreements.............................................................................................................................. 13
6.1 Expedited Processing ......................... ..„.......... ...............................„..................................... 13
6.2 Processing Cooperation and Assistance .. .........................___ ............... ... ...„............ ........„..13
6.3 Processing During Third Party Litigation ...,..... ................ ........ .......— .......... ......„,,...... 14
6.4 ' Performance of Diiector Duties ...........................
7. Modification/Suspension.......................................... „ .....,.......,............., ....... .... ........,........ 14
8. Demonstration of Good Faith Compliance ...................... ................. .. ........ ..,..„,....„..... 14
8.1 Review of Compliance ................................................ ...,„ ..................„. ,....... .........„.„... 14
8.2 Good Faith Compliance .......................... ............. „...,....... ....... ___ ....... ,,.,............. ......... — .. 14
8.3 City Report —Information to be Provided to Developer ............................... — ............. „....... ,..„ 14
8.4 Developer's Report .................................................................................................................... 15
8.5 Notice of Non -Compliance; Cure Rights........................................................................„........, 15
8.6 Public Notice of Findings..............................................................................—....................„...„ 15
'81 Fai'lure of Periodic Review .......... .... ..... ..................................................... ........................... ....„„ 15
9. Excusable Delays...........................................................„.......................................................... 15
10, Default Provisions.........„...... ___ ....... .„., ......„................................................... .................15
10.1 Default .......... __ ................................. .. „.,.„.... „.„.......................... ...,...................— ......... 15
10.2 Content of Notice of Violation .......................... ___ ........ .,.......................... ............... „.......... ®, 16
10.3 Remedies for Breach ................................. ......... .................. ___ ....... - .................. ........... — 16
10.4 Resolution of Disputes ................ .... ........................................... .......... .... ......... ................. ....„ 16
10.5 Attorney's Fees and Costs ......... ........„,..................................... .........._ ....................... 16
11. ' Mortgagee Protection ...............................................____ ..................................................... ....., 16
.1111.1 Mortgage Not Rendered Invalid.... ......... ....... ,...... „.,...............„............................—............ 17
11.2 Request for Notice to Mortgagee ......... ......... ........................................................ .. ...„, 17
11.3 Mortgagee's Time to Cure ......... ........... .....„.......... ........................... .......,.............„.... 17
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It.4
Cure Rights ................................» ___ ........... ................».........................,.......
................
17
11.5
Bankruptcy...............................................................................................
___ ....................
17
11.6
Disaffirmation.........................................................................................................................18
12. Estoppel Certificate ...................... ........» .»,....,.. ,,................ ........ ....»».....».»......................... 18
13. Administration of Agreement ................................. ..,»,..............,........................ 18
13.1 Appeal of Staff Determinations ....... .......... ............................. ,,........... .»..... .......................... 18
13.2 Operating Memoranda........................................,.......,.,..., ......, ........................................ 18
13.3 Certificate of Performance..................................................................................................... 19
14. Amendment or Termination by Mutual Consent ................................... ....».... ,..,.... ......., 19
15, Indemnification/Defense................................................................................................................ 19
15.1 Indemnification........................................................................................................................ 19
15.2 Defense of Agreement............................................................................................................. 19
16. Cooperation in the Event of Legal Challenge .......................................... ,..... ,............ » .».,,............. 19
16,1: Third Party Challenges::........................................................................................................ 19
16.2 Third Party Challenges Related to the Applicability of City Laws ........................................ 20
17. Time of Essence ................. ___ .............................. .......... ..,..... ................... ............. ................. 21
18. Effective Date ... ..........................» .......................»..»......,,.,................................................ 21
19. Notices ................................................................,..... ...,.................................................21
20. Entire Agreement...............»..,w...............,..........,..........,.........».................................. ,.,».»....22
21. Waiver ... ................................ ....... .»,,................... .......................... .,»,»......... ............. ..,.,»,.., 22
22. Supersession of Subsequent Laws of Judicial Action ........................................ ..........»,........»...... 122
23. Severability....................................... ..................................... ,............ . ,........R................. .».....».»... 22
24. 'Relationship of the Parties,,.....................»............»..............,..,.............................. ........»............. 22
25. No Third -Party Beneficiaries ................ .............. ..................... ..........,, ...............,.. ,.,.,.»,... 22
26. Recordation of Agreements and Amendments ..,...................... ................ .......................... ...... 22
27, Cooperation Between City and Developer... ........ ....... ...».»...... ........................ __ .......... ...... 22
28. Rules of Construction.........,..,»...... ..................... ......... ......... .............., ............................... 23
29. Joint Preparation .......................................................................................,......__ ............. 23
30. Governing Law and Venue .......................... >................... .................. .......................... _ ....... 23
31. Counterparts .......................... .......». ....................» ....., »..... ........................ ..»..._........... .,...... 23
32. Weekend/Holiday Dates ............................. ................. ..................... ..................__ .,».........» 23
33. Nova Public Dedication ,"...........».... ,».............................. »....................., ........,........»,.....,..23
34. Releases............. ................. .......... ..,........,,, ............,.»»,.»...................»»...............»..,»..,....... 23
35. Consent.....,, ............................................, .....»... a».,... ............................. ..,., »................... ,.....,. 23
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Agreement No. 6412
EXHIBITS
ALEGAL DESCRIPTION ......... -.... .............. ....- .-....I.- ............... ........ ......... .............. 25
B ASSIGNMENT AND ASSUMPTION AGREEMENT................................................................. 27
C PACIFIC COAST COMMONS SPECIFIC PLAN LAND USE DISTRICTS ............................. 29
DAFFORDABLE HOUSING COVENANTS...................................................................................30
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Agreement No. 6412
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is made and entered into by and among the
CITY OF EL SEGUNDO, a municipal corporation (referred to hereinafter as "City") and BRE El
Segundo Property Owner A LLC, BRE El Segundo Property Owner B LLC, and BRE El Segundo
Parking LLC, all Delaware limited liability companies (hereinafter collectively referred to as `BRE"
or "Developer") as of this 19th day of April, 2022. 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. Definitions. Unless the contrary is stated or clearly appears from the context, the following
definitions govern the construction of the words and phrases used in this Agreement. Words and
phrases not defined in this Section will have the meaning set forth in this Agreement, the El Segundo
Municipal Code, or in common usage.
"Applicable Rules" means:
The El Segundo General Plan, as it existed on the Approval Date, as modified by the
Project Approvals;
The El Segundo Municipal Code, as it existed on the Approval Date, as modified by
the Project Approvals;
Such other laws, ordinances, rules, regulations, and official policies governing
permitted uses of the property, density, design, improvement, development fees, 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.
"Approval Date" means April 19, 2022, the date on which the last of the Project Approval
applications was approved by the City.
"Approved Plans" means a plan for any aspect of the Project, including, without limitation,
the Site Plan, signage plans, and landscaping and irrigation plans, which are approved by the City in
accordance with the Applicable Rules, and Project Approvals.
"Building Regulations" means those regulations set forth in Title 13 of the ESMC.
"CEQA" means the California Environmental Quality Act, Public Resources Code § 21000
et seq.
"CEQA Guidelines" means the regulations implementing CEQA which have been adopted
by the State and found at Title 14 of the California Code of Regulations, § 150000 et seq.
"City Council" means the City Council of the City of El Segundo.
, "Developer" means BRE El Segundo Property Owner A LLC, BRE El Segundo Property
Owner B LLC, and BRE El Segundo Parking LLC, and their transferees, assigns and successors in
interest.
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Agreement No. 6412
"Development Standards" means the design and development standards that are applicable to
the Project as set forth in the Specific Plan.
"Director" means the Director of Development Services, or his designee.
"Effective Date" means the date on which the Enabling Ordinance becomes effective in
accordance with Government Code § 36937.
"ESMC" means the El Segundo Municipal Code.
"Enabling Ordinance" means Ordinance No. 1635, approving this Development Agreement.
"Future Approvals" means such subsequent discretionary and ministerial entitlements,
including permits, which are required to develop the Project in addition to the Project Approvals, and
which are applied for by the Developer and approved by the City. Once approved, a Future Approval
becomes part of the Project Approvals.
"Party" means the City or the Developer. "Parties" shall mean both the City and the Developer.
"Person" means a natural person or any entity.
"Project" means the development of the Property in accordance with the Project Approvals.
"Project Approvals" means:
Final Environmental Impact Report (FEIR) No. EA-1248, as certified by Resolution
No. 5319 on March 15, 2022;
" Mitigation Monitoring Program for FEIR No. EA-1248, as adopted by Resolution No.
5319 'on March 15, 2022;
General Plan Amendment No. GPA 19-01, as approved by Resolution No. 5319 on
March 15, 2022, including a change in the Land Use Map;
• Pacific Coast Commons Specific Plan No. SP 19701, as adopted by Ordinance No.
1635 on April 19, 2022;
• Zone Change No. ZC 19-01, as approved by Ordinance No. 1635 on April 19, 2022,
including a change in the Zoning Map;
Zone Text Amendment No. ZTA 19-08, as approved by Ordinance No. 1635 on April
19 2022;
Vesting Map No. 82806, as approved by Resolution No. 5319 on March 15, 2022;
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Agreement No. 6412
• Site Plan Review No. SPR 19-01, as approved by Resolution No. 5319 on March 15,
2022;
• This Development Agreement (DA No. 19-02) as approved by Ordinance No. 1635
on April 19, 2022;
• Modification of Resolution Nos. 2759 and 2760 to rescind the previous approvals
SUB NO. 14-05, Lot Tie Covenant No. 14-03, Off -Site Parking Covenant Nos. MISC
14-03 and 14-06, leaving in place CUP No. 14-01 for the Fairfield Inn and Suites
Hotel and CUP NO. 14-02 for the Aloft Hotel, along with alcohol service at both
hotels with modification to the conditions of approval accordingly;
Parking Demand Study and Shared Parking Analysis to establish the parking
requirements for the proposed commercial and residential development combined
with the existing hotel development;
« Shared Parking Agreement in conjunction with the Parking Demand Study and Shared
Parking Analysis, to replace the previous approval of Off -Site Parking Covenant Nos.
MISC 14-03 and°MISC 14-06; and
• Reciprocal Access Agreements for driveways and drive aisles accessing multiple
parcels.
"Property" refers to that approximate 9 acres which is described in Exhibit A, attached hereto
and incorporated herein by reference.
"Specific Plan" or "PCCSP" means the Pacific Coast Commons Specific Plan.
"Subsequent Rules" means any changes to the Applicable Rules, including, without limitation,
any 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, which would, absent this Agreement, otherwise apply to the Property.
"Transferee" means a Person which assumes in whole or in part the rights and obligations
under this Agreement with respect to all or a portion of the Property.
2. 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:
2.1 Pursuant to Government Code § 65865 et seq., the City is authorized to enter into a
binding contractual agreement with any person having a legal or equitable interest in real property
for the developmentof such property:
2,2 Developer warrants that it is the owner of the Property.
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Agreement No. 6412
2.3 Developer desires to redevelop the Property in accordance with the Project Approvals.
2.4 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, the City agrees to limit the future exercise of certain of its
governmental and proprietary powers to the extent specified in this Agreement.
2.5: City and Developer have acknowledged and agreed that the consideration that is to be
exchanged pursuant to this Agreement is fair, just and reasonable.
2.6 The Project is consistent with the City's General Plan, as amended (the "General
Plan").
2.7 Development. of the Project has, and will continue to, further the comprehensive
planning objectives contained within the General Plan, and will result in public benefits, including,
among others, the following:
2.7.1 Providing needed housing, including thirty-two units of affordable housing;
2:7.2 ; Providing:both short-term construction employment and long-term permanent
employment within City;
2.7.3 Providing a dedicated right -turn only lane on east bound Mariposa Avenue to
southbound Pacific Coast Highway; and
2.7.4 Those other items which Developer has agreed to as set forth in Section 5.
2.8 On February 10, 2022, the Planning Commission of the City commenced a duly
noticed public hearing on the Project Approvals. At the conclusion of the hearing the Planning
Commission recommended that the City Council approve the Project Approvals.
2.9 On: March,15, 2 22; the City Council commenced a duly noticed public hearing on
the Project Approvals. Prior to approving this Agreement by the Enabling Ordinance, the City
Council adopted Resolution No. 5319 approving the FEIR.
2.10 All of the Property is subject to this Agreement.
3. Biq Eff t. The burdens of this Agreement are binding upon, and the benefits of the
Agreement inure to the City and the Developer and each successive transferee, assign and successor
in interest thereto and constitute covenants that run with the land. Any and all rights and obligations
that are attributed to the Developer under this Agreement shall run with the land. For purposes of
this Agreement, until such time as any portion of the Property may be transferred, BRE El Segundo
Property Owner A LLC, BRE EI Segundo Property Owner B LLC, and BRE El Segundo Parking
LLC, sha,Ii be jointly and severally liable for all obligations set forth in this Agreement.. In the ease
of a partial' transfer, Developer may identify which of the three BRE entity or entities remain liable
for any obligations remaining with Developer.
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Agreement No. 6412
3.1 Constructive Notice and Ac
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 Right to Assign and Transfer. 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. For purpose of this
Agreement, the Transferee must be considered the "owner" of that portion of the Property which is
covered by such transfer.
3.3 L:ia litles U on 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 (H) 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 Exhibit B
attachq&. 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 8 below relating
to the portion of the Property owned by such Transferee, and any amendment to this Agreement
betwqen the City and a Transferee shall only affect the portion of the Property owned by such
Traqs sfqTep-,
3.4 Resumption of Rights. If Transferee defaults with respect to any provision of this
Agreement, Developer may, but is not obligated to, resume Transferee's obligations upon written
notification to City.
4. Deve I Rmeat of the Propen. The following provisions, in addition to the Applicable Rules,
shall govern the development of the Project.
4.1: Permitted Uses Deli n and Il7nevela errant Standards and Dedication of I and for
Public Purms s. The permitted, administratively permitted, and conditionally permitted uses of the
Property as well as the Development Standards and provisions for reservation or dedication of land
for public purposes are, set forth in the Project Approvals and Applicable Rules.
4.2 Entitlement to Develop. The Developer is granted the vested right to develop the
Project subject to the Applicable Rules, the Project Approvals, and any Future Approvals.
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Agreement No. 6412
4.3 Building Regulations. Notwithstanding Section 4.4 below, all construction on the
Property shall adhere to the Building Regulations in effect at the time an application for a building
permit is submitted and to any federal or state building requirements that are thcn in effect at such
time. Additionally, nothing in this Agreement prevents the City from applying "standard
specifications" for public improvements (e.g., streets, storm drainage, parking lot: standards,
driveway widths), as the sarne may be adopted or amended from time to time by the City, provided
that the provisions of any such standards and specifications apply only to the extent they are in effect
on a Citywide basis and do not conflict with the provisions of the Specific Plan.
4.4 Subsequent Rules. Subsequent Rules cannot be applied by the City to the Project
unless the Developer gives the City written notice of its election to have such Subsequent Rule
applied to the Project, in which case such Subsequent Rule is deemed to be an Applicable Rule.
4.5 Fees Exactions l"vliti ation Measures Conditions Reservations and Dedications.
4.5.1 Subject to sections 4.5.2, 4.5.3, and 5.2, all fees, exactions, mitigation
measures, conditions, reservations and dedications of land for public purposes that are applicable to
the Project are set forth in the Applicable Rules, the Project Approvals, and this Agreement.
4.5.2 Except as otherwise provided in this Agreement, and specifically excluding
fees set by entities not controlled by the City that are collected by the City, the City can only charge
and impose those fees and exactions, including, without limitation, dedication and any other fee
relating to development or the privilege of development, which are in effect on a City-wide basis as
of the Effective Date.
4.5.3 The Developer must pay the amount of the impact fees that are in effect at the
time of application for the building permit pursuant to City Council Resolution Nos. 4443 and 4687,
or such subsequent resolutions as may be adopted by the City Council in accordance with applicable
procedures, but shall not be required to pay any new impact fees that are not in effect at the time of
Project Approvals.
4.5.4 This Section shall not be construed to limit the authority of the City to charge
normal an4,.customary application; processing, and permit fees, including legal and environmental
processing costs, for land use approvals, building permits and other similar permits, for Future
Approvals, 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 applications for such approvals are filed with the City.
4.6 Use of Basements. 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, and environmental
remediation and other utilities and facilities so long as they do not unreasonably interfere with
pedestrian and/or vehicular use.
:>„ 4.7. ; Timing ra of Development. In .Pardee Construction, Co. v. City of Catnarlllo (Pardee),
37 Ca1.3d. 465 (1 11 984), the California Supreme Court held that the failure of the parties therein to
provide for the tinting or rate of development resulted in a later -adopted initiative restricting the rate
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Agreement No. 6412
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 with 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, nothing 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.
4.8 go
4.8.1 The City shall not impose a moratorium on the Property that restricts
development of the Project unless such is necessary to protect against a significant threat to the health,
safety and welfare of the City.
AIM Except as provided in Section 4.8.1 above, no City -imposed moratorium or
other limitation (whether relating to the rate, timing or sequencing of the development or construction
of all or any part of the Project, whether imposed by ordinance, initiative, resolution, policy, order or
otherwise, and whether enacted by the City Council, an ;agency of the City, the electorate or otherwise)
affecting parcel or subdivision maps (whether tentative, vesting tentative, or final), building permits,
occupancy certificates, or other entitlements to use or service (including, without limitation, water
and sewer), approved, issued or granted within the City, or portions of the City, applies to the Project
to the extent such moratorium or other limitation is in conflict with this Agreement. However, the
provisions of this Section do not affect the City's compliance with moratoria or other limitations
mandated by other governmental agencies or court -imposed moratoria or other limitations.
4.9 Term. This Agreement shall be in effect for a period of 15 years from the Effective
Date of the Enabling ,Ordinance., However, the Developer or the 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 this Agreement at such time beyond any
applicable period to cure provided for by Section 8.5 below. Before the expiration of the five (5) year
extension, the Parties may mutually agree to further extensions. In the event of litigation challenging
this Agreement, the Term is automatically suspended for the duration of such litigation and resumes
upon final disposition of such challenge and any appeal thereof upholding the validity of this
Agreement. In the event that a referendum petition concerning this Agreement is duly filed in such
a manner that the ordinance approving this Agreement is suspended, then the Term is deemed to
commence upon City Council certification of the results of the referendum election approving this
Agreement.
4.10 "Ferm, of Ma is and Other Pro"ect A rovals. 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
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e , Agreement No. 6412
Approvals shall be extended for a period of time through the scheduled termination date of this
Agreement as set forth in Section 4.9 above, including any extensions thereto.
4.11 Future _Approv l .
4.11.1 Minor Modifications to Project. The Developer may matte minor changes to
the Project and Project Approvals ("Minor Modifications") without the need to antend this
Agreement upon the administrative approval of the Director.
(a) Minor Modifications include:
(i) A modification to the Site Plan approved by the Director in
accordance with section VILD.2 of the Specific Plan;
(i.i) A modification to the Site Plan approved by the Planning
Commission through the Site Plan Review procedure contained in ESMC Chapter 15-30, provided
the change does not include any change which would qualify as a Major Modification under section
4.11.2 below;
(i) A Minor Modification to the Specific Plan as identified in
Section N'II.C.2 thereof; and,
(ii) Any other change that does not qualify as a Major Modification
as defined below.
(b) 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 be inconsistent with the
Applicable Rules, the Project Approvals or with the development of the Project as contemplated by
this Agreement.
(c) A Minor Amendment approved by the City shall continue to constitute
a;Project. Approval, as referenced, herein.
4.11.2 Modifications Re uiring Amendment to this A r+eement. Any proposed
modification to the Project which results in any of the following shall constitute a Major Modification
and shall require an amendment to this Agreement pursuant to Section 14 below:
(a) Any change which constitutes a Major Modification to the Specific
Plan as identified in Section VII.C.I thereof; or
(b) Any change which creates a new environmental impact which cannot
be mitigated to a level of insignificance.
4.12-, ,Site Plan Review. Site Plan Review approval shall be required in accordance with
Chapter 15-30 of the El Segundo Municipal Code. Nothing in this Agreement is intended to limit the
applicability of the Site Plan Review requirement in Chapter 15-30 of the ESMC'.
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Agreement No. 6412
4.13 Issuance of l3uildin 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.
eve o er A reements.
The Property is divided up into the following five land use districts from south to north as
shown on Exhibit C: PCC Mixed -Use 1(PCC South); PCC Commercial-1 (Aloft Hotel); PCC
Commercial-2 (Fairfield Hotel); PCC Commercial-3 (Fairfield Parking); and PCC Mixed -Use 2
(PCC North).
5.1 General. The Developer shall comply with: (i) this Agreement; (ii) the Project:..
Approvals, including without limitation all mitigation measures required by the determination male
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.
5:1:1 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 4.11.1 above.
5.1.2 Except for dedications made with the recordation of Vesting Map No. 82806,
all other dedications and improvements required as part of the Project Approvals shall be required
concurrent with the development of the adjacent district, except as may otherwise be specified herein.
5.2. Affordable HousipZ. Developer shall provide a total of 15 affordable housing units
in PCC South and 17 affordable units in PCC North to persons who qualify as low or very -low income
households for 55 years as further detailed in accordance with the housing covenants to be recorded
against the property as set forth in Exhibits D1 and D2 (Agreements Creating Affordable Housing
Covenants [Including Rental Restrictions]), attached hereto. The recordation of the affordable
housing covenants shall occur before the issuance of the first certificate of occupancy for each
building.
Developer shall pay for actual costs of an independent third -party affordable housing
consultant, chosen by the City, to provide income limit verification that meets the affordable housing
requirements.of this Section 5.2. The independent third -party consultant shall charge Developer rates
that are competitive to the market area. Developer shall provide the necessary tenant documentation
to the selected third -party, affordable housing consultant.
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Agreement No. 6412
5.3 Underground-i-n-9 of -Utilities. All new utilities to and on the property shall be provided
underground for each phase of the project. Existing utilities in the public rights -of -way surrounding
each development phase are not required to be relocated underground.
5.4 Traffic Immvements-.
5.4.1 Preferential Parkin Zone. Developer shall provide $50,000 to the City for the
costs to implement a preferential parking zone adjacent to the Project site. Formation of the
preferential parking zone will be dependent upon a petition of residents pursuant to ESMC § 8-5A-
5-. If no preferential parking zone is established within 3 years of the first occupancy for PCC North
or PCC South whichever is the latter to be developed, the City may use any portion of the funds for
improvement; in the geographical vicinity of the Project site at its discretion. Such payment shall be
made prior to the issuance, of any building or grading permit, whichever is first, for any improvement
in the Specific Plan area.
5.4.2 -Additional Com:linit Circulation benefit. Six months after the project is
fully occupied (90% or greater occupancy), ation,
and parking conditions adjacent to the project to evaluate potential irteasures regarding traffic,
parking, speeding, bikeways and pedestrian Id be
implemented,as identified in the study could road
signage, directional signage, curb painting, speed bumps, pedestrian crosswalks, safety measures,
residential tenant transit subsidies, bicycle rentals, carpool incentives, ride match programs, and
carshare programs. Any implementation of those measures as deemed appropriate by the City shall
be funded by the Applicant, up to a total not -to -exceed amount of One Hundred Thousand Dollars
($100,000). This amount is in addition to, and separate from, the $50,000 applicant contribution
towards implementation of a parking district. Any proposed measures that would be located on
Pacific Coast Highway or at an intersection with Pacific Coast Highway that require review and
approval by Caltrans shall only be implemented if Caltrans, also approves the measure. Upon issuance
of a certificate of occupancy for either PCC North or PCC South, Applicant must either deposit into
an escrow account, or provide a letter of credit in favor of the City and in a form acceptable to the
City Attorney, for an amount equal to the total not -to -exceed amount of the Additional Community
Circulation Benefit.
landsca in p
5.5.1 Landsca, i_,t_
.,Wj ig-Requirements
5,5.1.1 No certificate of occupancy shall be issued for the development to
which the requirement is tied until the improvements are made or Developer has provided appropriate
bonds in a form satisfactory to the City Attorney.
5,5.1.2 All landscape and other improvements shall be substantially in
conformance with the Landscape Plan approved with the Site Plan Review approval as to the number
and location of trees and improvements.
5.5.1.3 All landscapinglimprovement work identified in this section 5.5 shall
occur with the development of the adjacent PCC area as identified below.
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Agreement No. 6412
5.5.2 Indiana Street. Developer shall provide, in accordance with City standards and
requirements, additional landscaping and trees on the west side of Indiana Street between Mariposa
Avenue and Holly Avenue in existing landscaped areas with existing irrigation systems in place.
Developer has no obligation to create new parkway areas or to install, operate, or maintain any
required irrigation. The installation of this landscaping shall occur with the development of PCC
South, Developer has no obligation to maintain the additional landscaping and trees after installation.
5,5.3 Pacific Coast Highw . Developer shall provide single occupancy
pedestrian seating and enhanced landscaping in the existing landscape areas in front of the Aloft.
Fairfield
Hotel and the Fairfield Hotel. Six single -occupant chairs shall be located in front of t fie ai ield
Hotel in the existing landscaped area and four singleoccupant chairs shall be located in front of the
Aloft Hotel in the, existing landscaped area. This installation of the seating and landscaping will take
place with the development of PCC South.
5.5.4 PCC North. Developer shall provide the following improvements with the
development of PCC. North.
5.5.4.1 Developer shall provide enhanced landscaping along the existing
block wall on the western side of PCC North in the form of "climbing fig ivy".
I - ;,a`_ 5.5.5 PCC Soptl ....Developer will replace the existing street trees along the Pacific
Coast Highway frontage of PCC south with six new street trees along the same frontage. In the event
that Caltrans does not permit trees to be planted in the right-of-way, Developer will provide six
additional trees on the PCC South site in a location to be approved by Community Services Director
or his designee that is outside of the Caltrans right-of-way and the building footprint.
5.6 Enhanqgd_Paving. Developer shall provide enhanced paving such as stamped or
colored concrete, at the following locations: (i) PCC South entrances/exits, on Indiana and Pacific
Coast Highway; (ii) Fairfield Parking Structure entrance/exits on Pacific Coast Highway; and (iii)
PCC North entrances/exists on Mariposa Avenue and Palm Avenue.
5.7 EV Char eing, Stations. Developer shall provide a total of 200 EV capable spaces,
including a total pf 50 installed lam V—chargers across the entire PCC Specific Plan area. A tilinfinurn
of 50'EV capable spaces, including 20 EV chargers, shall be installed in each parking structure in
PCC North and PCC South. A minimum of 20 EV capable spaces, including 8 EV chargers, shall be
installed in the Fairfield Parking' structure. The remaining 80 EV capable spaces, including 2 EV
chargers may be distributed between the three structures without restriction.
5.8 Solar Panels and Batter 31Qmgg-
5.8.1 Developer shall install solar panels on the roofs of both PCC North and PCC
South to generate sufficient power for their respective Common Area Power needs or generate the
maximum power available from rooftop installed solar panels, whichever is less. "Common Area
Power" shall be defined as all project power that does not serve a residential or commercial unit. City
May, 4,,Developer'§_expens,e, ' retain a third -party consultant to verify that the solar infrastructure
proposed is consistent With this paragraph.
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Agreement No. 6412
5.8.2 Developer shall comply with the battery storage system requirements
consistent with the 2022 Building Energy Efficiency Standards (Title 24 Energy Code) for bath PCC
North and PCC -South as adopted by the California Building Standards Commission prior to the
effective date of the 2022 Code. if the City makes any amendments to this provision of the Building
Code in accordance with law, Developer shall comply with any such amendments for building
permits filed after the effective date of the amendments.
5.9 Fencir .Developer shall remove and replace all chain link feneiztg visible from the
public right of way at the existing Aloft and Fairfield hotel properties. The fencing will be replaced
with decorative fencing and/or landscaping approved by the Development Services Department, The
fencing shall be replaced at the time of development of PCC South or the Fairfield .Parking, whichever
occurs first.
5.10 Co unity Dion -Profit Space.
5.10.1 Developer shall provide a minimum space of 1,000 square feet of community
space to be located on the ground floor of the Fairfield parking structure.
5.10.2 For the first 10 years after issuance of the certificate of occupancy, non-profit
groups registered located in the City of El Segundo shall have priority of using this space.
5,10.3. Non -:profit, groups shall be able to use this room without payment of any rental
rate for the room, but may be required to pay set-up fees, clean-up fees, and any fees for additional
services such as food and beverage service.
5.11 De_ vltrnent Fees. Subject to the provisions of Section 4.5 above, Developer shall
pay the development fees in effect at the time of building permit application. 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 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 in effect at the time of the Effective Date
and the City's right to amend its current 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.
5.12 Maintenance Obligatrogsi. Developer shall maintain all portions of the Property in its
possession or control, and any improvements thereon, in a clean, neat and orderly manner. Except as
specified herein, Developer shall also maintain any landscaping and bike racks placed in the public
right of way. The Parties' respective maintenance obligations shall survive any termination or
expiration of this Agreement.
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Agreement No. 6412
5.13 Sales and Use Tax.
5,13.1 In the event the contract price for any work on the Project is valued at live
million dollars ($5,000,000.00) or more, Developer agrees to report, on a State Board of Equahzation
Tax Return, any purchases of tangible personal property trade 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 Revenue and Taxation Code § 7051.3 or State Board of Equalization Compliance
Policy and Procedure Manual § 295.060.
5.13.2 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.
5.13.3 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 5.7 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. B,oard,ofEqualization.
6. City L�ms�nts.
6.1 Cxpedited 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, 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.
6.2 Processing Coof,gration 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 keep the Developer fully informed with respect to its communications with such agencies which
could impact the development of the Property. The City must not take any actions to encourage any
other governmental or quasi -governmental entities from withholding any necessary approvals and
any such contrary actions on the part of the City must be considered a breach of this Agreement by
City.
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Agreement No. 6412
6.3 Proce;sing Darin Third Pat t l iti ation. 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 should the Developer wish to
proceed, unless the third party obtains a court order restraining the activity. The City must not
stipulate to or cooperate in the issuance of any such order.
6.4 Perforrnance of Directo Duties. The City shall ensure that a person or persons are
designated at all times to carry out the duties of the Director set forth in this Agreement.
7. M dification/Sus ension.
7.1 Pursuant to Government Code Section 65869.5, in the event that any state or federal
law or regulation, enacted after the Effective Date, 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.
7.2 In the event any state or federal resources agency (i.e., California Department of Fish
and --Game, U.S. Fish and Wildlife Service, U.S. Army Corps of Engineers, Regional Water Quality
Control Board/State Water Resources Control Board), in connection with its final issuance of a permit
or certification for all or a portion of the Project, imposes requirements ("Permitting Requirements")
that require modifications to the Project, then the parties will work together in good faith to
incorporate such changes into the Project; provided, however, that if Developer appeals or challenges
any such Permit Requirements, then the Parties may defer such changes until the completion of such
appeal or challenge.
8. Demonstration of Good Faith Compliance.
8.1 Review of Compliance. In accordance with Government Code Section 65865.1, this
Section 8 and the Applicable Rules, once. each year, on or before each anniversary of the Effective
Sate,.(" periodic Review"), the. Development Services 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.
8.2 God faith Compliance. During each Periodic Review, the Developer shall
demonstrate by written status report that, during the preceding twelve 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.
8.3 City Report _ Information !g be Provided to Developer. At least 14 days before the
annual anniversary of the Effective Date, the City must deliver to the Developer a copy of all staff
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Agreement No. 6412
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. This information shall be known as the "City Report."
8.4 Developer's Report. No later than the annual anniversary of the Effective Date,
Developer must submit a written status report to the Director addressing the good faith compliance
issue and any issues raised by the City Report provided to the Developer in accordance with section
8.3 above.
.8.5 If, after reviewing the Developer's Report,
the Director reasonably concludes on the basis of substantial evidence that as to any parcel or parcels
comprising the Property, Developer has not demonstrated that it is in good faith compliance with this
Agreement, the Director may issue and deliver to the Developer a written Notice of Violation as set
forth in Section 10 below.
8.6 Public Notice of Finding. Any appeal of the Director's determination (including any
appeal by the Developer) must be filed within 20 days following such decision. Filing such an appeal
tolls the cure period specified in the Notice of Violation. Notwithstanding Section 13.1, an appeal
regarding the Notice of Violation shall be heard directly by the City Council at a duly -noticed public
hearing and the City Council must issue a final decision. Developer retains the right to challenge the
City's issuance of any final decision pursuant to Code of Civil Procedure § 1094.5 without complying
with the procedures,set;forth in Section 10.4 below.
8.7 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. If the City fails to provide the City
Report by the Effective Date, Developer will be deemed to be in good faith compliance with this
Agreement.
9. 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: (i) act.
of God; (ii) civil commotion: (iii) riot: (iv) strike, picketing or other labor dispute; (v) shortage of
materials or supplies; (vi) damage to work in progress by reason of fire, flood, earthquake or other
casualty; (vii) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction
imposed or mandated by a governmental entity other than City; (viii) 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; (ix) delays caused by any default by City or the
Developer hereunder; or (x) delays due to the presence or remediation of hazardous materials. The
term of this Agreement, including any extensions, shall be extended by any period of Excusable
Delay.
10. Default Provisions.
MI Default. Either ;Party to this Agreement shall be deemed to have breached this
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Agreement No. 6412
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 10 days for
monetary defaults, and not less than 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
this Agreement, with the consent of the Developer or unilaterally terminate this Agreement. If
Developer initiates a resolution of dispute in accordance with the provisions of Section 10.4 below
within 60 days following the City Council's determination that Developer is in breach of this
Agreement, the City Council's decision to modify or terminate this Agreement is stayed until the
issue has been resolved through informal procedures, mediation, or court proceedings.
10.2 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
acco,rdance with -Section 19 hereof.
10.3 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.
10.4 Resolution of Disputes:. The City and the Developer agree to attempt to settle any
claim, dispute or controversy arising from this Agreement through consultation and negotiation in
good faith and in spirit of mutual cooperation. If those attempts fail, the dispute may be mediated by
a mediator chosen jointly by the City and the Developer within 30 days after notice by one of the
parties demanding non -binding mediation, Neither Party may'Unrcasonably withhold consent to the
selection of a mediator. The City and the Developer will share the cost of the mediation equally. The
Parties may agree to engage in some other form of non -binding alternate dispute resolution (ADR"')
procedure in lieu of mediation. Any dispute that cannot be resolved between the Parties through
negotiation or mediation within two months after the date of the initial demand for non- binding
mediation may then be submitted to a court of competent jurisdiction in the County of Los Angeles,
California.
10.5 Attorney's Fees and Costs. Each Party to this Agreement agrees to waive any
entitlement of attorney's fees and costs incurred with respect to any dispute arising from this
Agreement. The parties will each bear their own attorneys fees and costs in the event of any dispute.
11. - Moggagee 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
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Agreement No. 6412
improvements thereon by any mortgage, deed of trust or other security device. rhe 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 mpresentatives 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 Property shall be
entitled to the following rights and privileges:
11.1 Mort g4gt 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.
11.2 Rcqfor Notice to Mortgagee. 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.
I L3 Mortgagee's Ti!pe to Cure. The City shall provide a copy of any Notice of Violation
to the Mortgagee that has requested such copy within ten 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 60 days after receipt of such Notice of Violation, or such longer period of time as may be
specified in the Notice. Notwithstanding the foregoing, if such default shall be a default which can
only be remedied by such Mortgagee obtaining possession of the Property, or any portion thereof,
and such Mortgagee seeks to obtain possession, such Mortgagee shall have until 60 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 year
after Mortgagee obtains such possession.
11.4 Cure Rights. Any Mortgagee who takes title to all of the Property, or any part thereof,
pursuant to,fordoosufe 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.
11 ' 5 BgRkMptc s
�y. 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
insQ,lv_ency proceedin s g involving the Developer, the times specified in Section 10 above shall be
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Agreement No. 6412
extended for the period of the prohibition, except that any such extension shall not extend the term
of this Agreement.
11,6 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, 4nd 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 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.
12. 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
Development Services 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.
13. Adrninistation of AgLe-ement.
13.1 ADpeal of Staff Determination Any decision by City staff concerning the
interpretation or administration of this Agreement or 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
limitationsof California law,."
13.2 Operating 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 or 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 a memoranda approved in writing by City and Developer (the "Operating
Memoranda"), 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,ape.., not: required. The City Attorney shall be authorized, upon consultation with, and
Page 18
Agreement No. 6412
e e c, a effectuated
approval of, the Developer, to determine whether a requested d clarification may be eff tu d
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 14 below. The, authority
to enter into such Operating Memoranda is hereby delegated to the Director, and the Director is
hereby authorized to execute any Operating Memoranda hereunder without further City Council
action.
13.3 Certificate of Performance. Upon the completion of the Project, or the completion of
development of any parcel within the Project, or upon completion of perfon-nance of this Agreement
or its earlier revocation and termination, the City shall provide the Developer, upon the Developer's
reque5t,, with a statement ("Certificate of Performance") evidencing said completion or revocation
and the releaseI 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 § 3093.
14, 6mendment or Ter Except as otherwise §et 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 § 65867.
15. , Indemnification/Defense.
15.1. i Indemnification. The Developer agrees to indemnify and hold the City harmless from
and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries,
or liability, arising from the City's approval of the Project, this Agreement, Developer's performance
of this Agreement, and all procedures with approving this Agreement (collectively, "Discretionary
Approvals"), except to the extent such is a result of the City's sole negligence or intentional
misconduct. 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 the Discretionary Approvals,
Developer 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 suins paid out in settlement
or otherwise,, except to the extent such action is a result of the City's sole negligence or intentional
misconduct. For purposes of this Section, "the City" includes the City of El Segundo's elected
officials,, appointed officials., officers, consultants, and employees.
15.2 pgfe sLe �fA ,r�eelnen e
qt, If tile City accepts Developer's indeninification and defense
as provided in Section 15.1 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, the Discretionary
Approvals, Project Approvals, Development Standards, and the Applicable Rules. This Section 15
shall survive the termination of this Agreement.
16. Coo erati n in the Event of Le al halle.
16A Third Part y Challenges. In the event of any administrative, legal or equitable action
or. other proceeding instituted by any person or entity not a party to the Agreement challenging the
validity of any provision of this Agreement, challenging any Approval, or challenging the sufficiency
Page 19
Agreement No. 6412
of any environmental review of either this Agreement or any Approval under CEQA (each a "Third
Party Challenge"), each party must cooperate in the defense of such Third Party Challenge, in
accordance with this Section, Developer agrees to pay City's costs of defending a Third Party
Challenge, including all court costs and reasonable attorney's fees expended by City (including the
time and cost of the City Attorney) in defense of any Third Party Challenge, as well as the time of
City's staff spent in connection with such defense, Developer may select its own legal counsel to
represent Developer's interests in any Third Party Challenge at Developer's sole cost and expense.
City agrees that it will not enter into a settlement agreement to any Third Party Challenge without
Developer's written consent. Developer's obligation to pay City's costs in the defense of a Third
Party Challenge shall not extend to those costs incurred on appeal if Developer notifies the City is
writing that it does not wish to pursue the appeal.
16.2 Third Par Challen es belated to the A The provisions of
this Section will apply only in the event of a legal or equitable action or other proceeding, before a
court of competent jurisdiction, instituted by any person or entity not a party to the Agreement
challenging the applicability to the Project or Project Site of a conflicting City Law (a "Third Party
Enforcement Action").
16.2.1 In the event of a Third Party Enforcement Action, City must: (i) Promptly
notify Developer of such action or proceeding; and (ii) stipulate to Developer's intervention as a
party to such action or proceeding unless Developer has already been named as a respondent or real
party in interest to such action or proceeding. In no event will City take any action that would frustrate,
hinder, or otherwise complicate Developer's efforts to intervene, join or otherwise participate as a
party to any Third Party Enforcement Action. As requested by Developer, City must use its best
efforts to ensure that, Developer is permitted to intervene, join or otherwise participate as a party to any Third Party Enforcement Action. If, for any reason, Developer is not perrilitted to intervene, join
or otherwise participate as a party to any Third Party Enforcement Action, the parties to this
Agreement agree to cooperate, to the maximum extent permitted by law, in the defense of such action
or proceeding. For put -poses of this Section, the required, cooperation between the parties includes,
without, limitation, developing litigation strategies, preparing litigation briefs and other related
documents, conferring on all aspects of the litigation, developing settlement strategies, and, to the
extent permitted by law, jointly making significant decisions related to the relevant litigation,
throughout the course thereof. 16.2.2 City's costs of defending any Third Party Enforcement
Action, including all court costs, and reasonable attorney's fees expended by City (including the time
and,cost of the City Atlorne'y) in defense of any Third Party Enforcement Action, as well as the time
of City's staff spent in connection with such defense (the "Enforcement Action Defense Costs), will
be paid in accordance with this Agreement. The Enforcement Action Defense Costs shall extend to,
and Developer will be obligated to pay, any costs incurred on appeal unless Developer notifies the
City in writing that it does not wish to pursue the appeal.
16.2.3 City must not enter into a settlement agreement or take any other action to
resolve any Third Party Enforcement Action without Developer's written consent. City cannot,
without Developer's written consent, take any action that would frustrate,, hinder or otherwise prevent
Developer's efforts to settle or otherwise resolve any Third Party Enforcement Action.
- 16.2.4 Provided that City complies with this Section and provided that Developer
is a party'to`thc relevant Third Party Enforcement Action, Developer agrees to be bound by any final
Page 20
Agreement No. 6412
judgment (i.e., following all available appeals) arising out of a Third Party Enforcement Action and
further agrees that no default under this Agreement will arise if such final judgment requires City to
apply to the Project or Project Site a City Law that conflicts with Applicable Law or this Agreement.
17, Ilme 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 Development Agreement becomes effective (the "Effective Date") pursuant to
Government Code Section 3,,6937.
19. Notices. Any notice that a party is required or may desire to give the other must be in writing
and may be sent by: i), personal delivery; or ii) by deposit in the United States mail, postage paid,
registered or certified mail, return receipt requested; or iii) by overnight delivery using a nationally
recognized overnight courier, providing proof of delivery, evidenced by confirmed receipt, addressed
as follows:
If to City: City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: City Manager
With a Copy to: City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: Director of Development Services
With a Copy to: Hensley Law Group
2600 W. Olive Avenue
Suite 500
Burbank, California 91505
Attention: Mark D. Hensley, Esq.
E-mail: mhcnsle , iensle law rou .corn
If to Developer: Nick Browne, VP — Product and Development
6080 Center Drive, Suite 120
Los Angeles, CA 90045
E-mail: nbrowne@Mo.ffice.com
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 Ieast ten days prior to the date such change is
affected. Any notice given by mail is deemed to have been given as of the date of delivery (whether
accepted or refused) .established by the United State Post Office, return receipt, or the overnight
Page 21
Agreement No. 6412
carrier's proof of delivery as the case may be. Notices ,given in any other manner are effective only
if and when received by time party to be notified between the hours of :00 a.m. and 5. 0 p.m,, local
time of the recipient, of any business day with delivery made after such hours deemed received the
following business day.
20. Entire Agreement. This Agreement contains the entire agreement between the Parties
regarding the subject matter hereof, and supersedes in its entirety all prior agreements or
understandings, oral or written. This Agreement shall not be amended, except as expressly provided
herein.
21.Waiver, No waiver of any provision of this Agreement shall constitute a waiver of any 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.
22. Supersession of 'ubse mment laws of Judicial. Action. The provisions of this Agreement must,
to the extent feasible, be modified or suspended as may be necessary to comply with any new law or
decision issued by a court of competent jurisdiction, enacted or made after the effective date which
prevents or precludes compliance with one or more provisions of this comply
lmrrmediately after
enactment of any such new law, or issuance of such decision, the parties must meet and confer in
good faith to determine the feasibility of any such modification or suspension based on the effect
such modification or suspension would have on the purposes and intent of this Agreement.
23. Severability. 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, Relationshi 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-Pgqy :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. Cooperation Between City 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
Projector Property in accordance with the terms of this Agreement.
Page 22
Agreement No. 6412
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 dais
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 Prevaration. 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.
M. iioverhin 1.aw 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 filed in the appropriate court having jurisdiction in, the County of Los Angeles.
31. CounteMarts. 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.
32. Weekend/Holiday 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 specified
in Government Code § 6700, the date for such determination or action shall be extended to the first
business day immediately thereafter.
33. 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 w ' hich 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.
34. Releases, City agrees that upon written request of Developer and payment of all fees and
performance of the requirements and conditions required by Developer by this Agreement, the City
must execute and deliver to Developer appropriate release(s) of further obligations imposed by this
Agreement in form and substance acceptable to the Los Angeles County Recorder's Office or as
otherwise may be necessary to effect the release.
35. Consent. Where the consent or approval of City or Developer is required or necessary under
this Agreement, the consent or approval will not be unreasonably withheld, delayed or conditioned.
Page 23
Agreement No. 6412
IN WITNESS WHEREOF, the Developer and the City of El Segundo have executed this
Development Agreement on the date first above written.
ATTEST:
\4WL-
Tracy Weaver
City Clerk
APPROVED AS TO FORM:
D. Hensley, City Attorney
CITY:
City of El Segundo, a municipal corporation
y. �
Mayor
BRE EL SEGUNDO PROPERTY OWNER A LLC
By:
Brian Kau " man �arnaging
Director arc icPesident
BRE EL SEGUNDO PROPERTY OWNER B LLC
By:
Brian laufn , Managing
Director and Vice President
BRE EL SEGUNDO PARKING LLC
By:
Brian l Kaufman, Managing
Director and Vice President
Page 24
Agreement No. 6412
STATE OF 994��Wd&
COUNTY
Z�-
On - before me, „ a Notary
Public,
personally. appeared P14�+personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrum pthei p ,; On(s), or
the entity upon behalf of which the person(s) acted, executed the instrurner , "``+ e e' '"��,��
STATE
RK
WITNESS m hand and ial seal.
OF NEW y = aNT
►� +
Signature ; C , a I MM
STA�OF C� //, NiA /VAz " �o
COUNTY OF N
On �%'� before me, .04R ,a Notary
Publics
personally appeared, 6 v -- — ,personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Signature
w.
Agreement No. 6412
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
Vea
On before me, " ��+
Date .-- Here Insert Name and Ttle of the icer
personally appeared
Nome(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s))6/are subscribed
to the within instrument and acknowledged to me that I;A/.she/they executed the same in fjK/her/their
authorized capacity(ies), and that by Vs/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
^rw VENUS L. WESSON
•• Notary Public • Cahlorrria
Los Angeles County
Co-.Misswon Z 224S4s3
" My Corr, . Expires Jul 2.
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Msi 0tueofNot0ryPub11c
Vr i IUNPAL
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached C
Title or Type of Document:
Docu_meht®—t .
ate;._.......... -_ ... -.....................
Signer(s) Other Than Named Above:
Capacity(les) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney In Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer is Representing:
4)2019 Nations! Notary Association
Numberof Pages:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer is Representing:
Agreement No. 6412
EXHIBIT A
Real property in the City of El Segundo, County of Los Angeles, State of California, described as follows:
PARCELI: (APN:4139.025-07
LOT 428 IN BLOCK I23 OF EL SEGUNDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOO 22 PAGES IOt A;ND I07 OF MAPSIN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2: (APN: 41R-025-073, 074, 076b 1
LOTS 385, 386, 387, 429 AND 430 IN BLOCK 123 OF EL SEGUNDO, IN THE CITY OF EL SEGUNDO, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN DO2 PAGES 1.06 AND 10 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 3: (APN: 4 32-025-091
LOTS 382, 383, 384, 431, 432 AND 433 IN BLOCK 123 OF EL SEGUNDO, IN THE CITY OF EL SEGUNDO, IN
THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 22 PAGES
106 AN JQ7 OF LAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT ALL PETROLEUM, GAS, ASPHALTUM AND OTHER HYDROCARBONS AND OTHER MINERALS,
WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR NOT, WITHIN OR UNDERLYING OR THAT MAY
BE PRODUCED FROM PARCELS 1 AND 2, TOGETHER WITH THE EXCLUSIVE RIGHT TO ENTER INTO,
ACROSS OR THROUGH THE SUBSURFACE OF SAID LAND FOR THE PURPOSE OF TAKING OR
PRODUCING ANY PETROLEUM, GAS, ASPHALTUM, OTHER HYDROCARBONS AND OTHER MINERALS
AND UNDER SAID LAND, BY DIRECTIONAL DRILLING OR OTHER SUBSURFACE OPERATIONS AND THE
EXCLUSIVE RIGHT TO USE THE SUBSURFACE OF SAID LAND FOR THE PURPOSE OF INJECTING
THEREIN, OR WITHDRAWING THEREFROM GAS, OIL, OR OTHER SUBSTANCES, WHETHER
HYDROCARBON OR NOT, FOR STORAGE, REPRESSURING, OR OTHER PURPOSES, BUT WITH NO RIGHT
TO ENTER UPON THE SURFACE OF SAID LAND, AS GRANTED TO STANDARD OIL COMPANY OF
CALIFORNIA, A CORPORATION, BY DEED RECORDED APRIL 28, 1947 AS INSTRUMENT NO.480 IN BOOK
24472 PAGE 357, OFFICIAL. RECORDS.
PARCEL,4: (portion of APN: 4139-024.07
THE WESTERLY 60 FEET OF LOTS 2 AND 9 IN BLOCK 113 OF EL SEGUNDO, INTHE CITY OF EL SEGUNDO,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20 PAGES 114
AND 1.15 OE MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 5: (APN: 44133 024«0
LOTS I, 2, 9 AND 10 IN BLOCK 113 OF EL SEGUNDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BO K 20 PAGE&UiAM 115 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE WESTERLY 60 FEET OF SAID LOTS 2 AND 9.
ALSO EXCEPT THEREFROM THE NORTHERLY 181.00 FEET OF SAID LOTS 1 AND 2.
Page 25
Agreement No. 6412
ALSO EXCEPT THE SOUTH 147.03 FEET OF LOT 10.
ALSO 'EXCEPT THEREFROM ALL PETROLEUM, GAS, ASPHALTUM AND OTHER HYDROCARBONS AND
OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR NOT, WITHIN OR
UNDERLYING OR THAT MAY BE PRODUCED FROM SAID LAND, TOGETHER WITH THE EXCLUSIVE
RIGHT TO ENTER INTO, ACROSS OR TIIROUGH THE SUBSURFACE OF SAID LAND FOR THE PURPOSE OF
TAKING OR PRODUCING ANY PETROLEUM AND OTHER HYDROCARBONS, AND OTHER MINERALS IN
AND UNDER SAID LAND, BY DIRECTIONAL DRILLING OR OTHER SUBSURFACE OF SAID LAND FOR THE
PURPOSE OF INJECTING THEREIN OR WITHDRAWING THEREFROM GAS, OIL OR OTHER SUBSTANCES,
WHETHER HYDROCARBON OR NOT, FOR STORAGE, REPRESSURING OR OTHER PURPOSES, BUT WITH
NO RIGHT TO ENTER UPON'THE SURFACE OF SAID LAND, AS GRANTED TO STANDARD OIL COMPANY
OF CALIFORNIA, A. CORPORATION, BY DEED RECORDED APRIL 28, 1947 IN BOOT 24472 PAGE 357,
OFFICIAL RECORDS.
PARCEL 6: (portion of APN: 41' 9- 4tQ5 )
A PARCEL OF LAND SITUATE IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, BEING A PORTION OF BLOCK 113 OF EL SEGUNDO, AS PER MAP RECORDED IN BtQ20,.
ES 1LI4 THROUGH 115, INCLUSIVE, IN THE OFFICE OF THE RECORDER OF SAID COUNTY AND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF LOT I OF TRACT NO. 48436, AS PER MAP RECORDED IN
HOOK 1.180. PAGES 68 THROUGH 69 INCLUSIVE OF M' IN' THE OFFICE OF THE 'RECORDER OF SAID
COU`«1TY,'THENCE ALONG THE SODUH LINE OF PALM AVENUE SOUTH 89' 58' 36" EAST 60.00 FEETTo
THE TRUE POINT OF BEGINNING; THENCE ALONG THE SOUTH LINE OF PALM AVENUE SOUTH 890 58'
36" EAST 13.19 FEET; THENCE SOUTH 00' 03' 15"" WEST 181.00'FEET; THENCE NORTH 89'" 58` 36" WEST
13.11 FEET; THENCE NORTH 00° 01' 50"' EAST 181.00 FEET' TO THE TRUE POINT OF BEGINNING.
Page 26
Agreement No. 6412
EXHIBIT B
ASSIGNMENT AND ASSUMPTION AGREEMENT
Recording Requested By and
When Recorded Mail To:
BRE
ASSIGNMENT AND ASSTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and
entered into by and among BRE ("Assignors"), and, a
("Assignee").
RECITALS
A. The City of El Segundo ("City") and Assignor entered into that certain 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. [or modify if not all interest sold]
THEREFORE, the parties agree as follows:
1. Assam. 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.
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
Page 27
Agreement No. 6412
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 Project, 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 I and 2 above.
1N WITNESS VvHEREQF, the parties hereto have executed this Agreement as of the dates
set forth next to their signatures: below,
"ASSIGNOR"
RECEIPT BY CITY
The anached-ASSIGNMEEN.T. AND ASSUMPTION AGREEMENT is received by the City
of El Segundo on this day of
CITY OF EL SEGUNDO
Development Services Director or
Designee
Page 28
Agreement No. 6412
EXHIBIT C
PACIFIC COAST COMMONS SPECIFIC PLAN
LAND USE DISTRICTS
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Page 29
Agreement No. 6412
EXHIBIT D-1
PCC SOUTH AFFORDABLE HOUSING AGREEMENT
Page 30
Agreement No. 6412
Recording Requested by and When
Recorded Return to:
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Section 6103
Space above this line for Recorder's use only
AGREEMENT CREATING AFFORDABLE HOUSING COVENANTS
(INCLUDING RENTAL RESTRICTIONS)
THIS AGREEMENT is entered into as of _ , 202__, by and between the CITY OF
EL SEGUNDO, a municipal corporation (herein referred to as "City") and BRE EL SEGUNDO
PROPERTY A LLC, a Delaware limited liability company (herein referred to as "Owner").
A. Owner owns fee title to that certain real property (the "Property") located in the City
of El Segundo, County of Los Angeles, State of California, legally described on
Exhibit A attached hereto and incorporated herein.
B. Owner has entered into a development agreement with City (the "Development
Agreement") entitling Owner to develop a mixed -use project containing 120 multi-
family apartment units on the Property (the "Project").
C. In accordance with the requirements of Section 5.2 of the Development Agreement,
a minimum of fifteen (15) units, shall be reserved for occupancy at an Affordable
Rent to persons or families that qualify as a Low -Income Household or Very Low -
Income Household, as follows:
Affordable
Housing Units
PCC South
(Sub -Set of Total)
Affordability Levels
Studios
44
9
1 Very Low/8 Low
One Bedrooms
52
5
5 Low
Two Bedrooms
24
1
1 Low
Totals
120
15
1 Very Low/14 Low
Page 31
Agreement No. 6412
D. City desires to enter this Agreement in order to ensure that the required number of
Restricted Units will be made available to and occupied by Qualified Households in
accordance with the terms and conditions of the Development Agreement.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, CITY
AND OWNER AGREE AS FOLLOWS:
Definitions
"Adult" means a person 18 years of age or older.
"Affordable Rent" means the maximum gross rent that can be home by tenants in the
Restricted Units, as published by CTCAC annually, minus Housing Related Expenses. The gross
rent for the Low Income Rental Units is based on 80% of the Los Angeles County median income
for the applicable unit type, and'the gross rent for Very Low Income Rental Units is based on 50%
of the Los Angeles County median income for the applicable unit type. Affordable Rent amounts
will be adjusted annually to reflect increases in maximum gross rent published by CTCAC.
"CTCAC" means the California Tax Credit Allocation Committee.
"Gross Household Income: means all income from whatever source from all Adult
Household members, which is anticipated to be received during the 12-month period following the
date of the determination of Gross Household Income. The applicable sources of income are defined
in California Code of Regulations Title 25 Housing and Community Development Section 6914.
"Household', means all the persons who will occupy the Restricted. Unit as their
principal residence. A child who is subject to a .legally binding shared -custody agreement, in which
the child resides with the Household at least 50% of the time, is counted as a member of the
Household. Excluded from the definition of Household are live-in caregivers/caretakers, foster
children, unborn children and children being pursued for legal custody or adoption that are not
currently living with the Household.
"Housing Related Expenses" means any costs other than rent that are required to be
borne by a tenant in a Restricted Unit in the Project. These costs include, but are not limited to, a
Utility Allowance, any cost that are imposed by the Owner on a mandatory basis, and any mandatory
costs that are charged by the Owner for amenities included in the Project. Owner may charge tenants
in a Restricted Unit optional costs that are not Housing Related Expenses related to elective amenities
requiring an optional service fee such as classes, room rentals, food service, or special events, but is
prohibited frorn charging a,tenant in a restricted unit any fee for equal access to common areas or
project amenities such aspools gyms, community rooms and outdoor areas. In addition, Owner is
prohibited from charging any optional amenity fees to a tenant in a Restricted Unit that is higher than
optional amenity fees charged to tenants in non -restricted units.
"HUD" means the United States Department of Housing and Urban Development.
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Agreement No. 6412
"Low -Income Household" means a Household whose Gross Household Income does
not exceed eighty percent (80%) of area median income adjusted for family size and published by
HUD, under the parameters established by Section 3 of the U.S. Housing Act of 1937, as amended,
for the Los Angeles -Long Beach -Glendale, CA HUD Metro FMR Area.
"Low -Income Rental Unit" means a rental unit in the Project reserved for and rented
to Low -Income Households at a maximum monthly rent as set forth in Exhibit B.
"Qualified Household" means a Household that qualifies as a Very Low -Income
Household or Low -Income Household.
"Restricted Units" means the Very Low -Income Rental Units and Low -Income Rental
Units.
"Utility Allowance" means the allowance for utilities not furnished by the Owner,
which shall' be` calculated based' on the most current version of the allowances for Tenant Furnished
Utilities and Other Services worksheet prepared by the Los Angeles Community Development
Authority or its successor agency using the form prepared by HUD.
"Very Low -Income Household" means a Household whose Gross Household Income
does not exceed fifty percent (50.0%) of area median income, adjusted for family size published by
the United States Department of Housing and Urban Development (HUD), under the parameters
established by Section 3 of the U.S. Housing Act of 1937, as amended, for the Los Angeles -Long
Beach -Glendale, CA HUD Metro FMR Area.
"Very Low -Income Rental Unit" means a rental unit in the Project reserved for and
rented to Very Low -Income, Households at a maximum monthly rent as set forth in Exhibit B.
2. Use of the Property. Owner, on behalf of itself and its successors, assigns, and each
successor in interest to Owner's interest in the Property or any part thereof, hereby covenants and
agrees as follows:
A. The portion of the Property comprising the Project shall be used for
residential use. Owner shall rent: (i) Nine (9) of the studio units to be
developed at Affordable Rents to Low -Income Households and Very Low -
Income Households in the proportions shown in Recital "C;" (ii) 5 of the one -
bedroom units to be developed at Affordable Rents to Low -Income
Households, and (iii) 1 of the two -bedroom units to be developed at
Affordable Rents to Low -Income Households.
B. The designated Restricted. Units are shown on the floor plan attached hereto
as Exhibit "C." These will be fixed locations (Note prior to execution of this
,4greement the Owner and City shall identify the Restricted Units on the floor
plan. Those units shall not be segregated ftom the market rate units. The
Restricted Units, by type and affordability, should be equitably distributed
throughout the Project. They shall not be distinguishable, nor located in
inferior locations nor clustered). For the full term, the number, size, type, and
Page 33
Agreement No. 6412
amenity level of Restricted Units shall not be fewer than the number nor
different from the size, type and amenity level described in this Agreement.
However, the location of the Restricted Units can be changed with prior
written approval from the City.
C. The formula for determining the current applicable (for the year 2021)
Affordable Rents is set forth in the Schedule of Affordable Rents attached to
this Agreement as Exhibit "B".
D. Occupancy Requirements: For a studio Restricted Unit, a maximum of two
people can occupy the unit. For a one -bedroom Restricted Unit, a maximum
of three people can occupy the unit. For a two -bedroom Restricted Unit, a
maximum of five people can occupy the unit.
E. The Owner must forward a copy of its initial standard fonrii of lease agreement
to the City for final review as to compliance with this Agreement and
thereafter upon request by City. In addition to other requirements imposed
under this Agreement, Owner's form of lease agreement must include the
following: (1) restrictions prohibiting tenants from subleasing the Restricted
Unit and that the Qualified Household must have continued residence in the
Restricted Unit; (2) a provision to the effect that Owner has relied on the
income certification and supporting information supplied by the tenant in
determining qualification for occupancy of the Restricted Unit and that any
material misstatement in such certification (whether or not intentional) will
be cause for termination of the lease in the soonest time period permitted by
applicable law; (3) A rider in the lease that a Household must move out within
sixty. (60) days if they become over -income at their annual income
recertification. An over -income Household will be given a right of first
refusal to move into any unit for which they qualify and that is or becomes
vacant prior to moving out of their Restricted Unit; And (4) A rider in the
lease that a Household must move to the next available qualifying Restricted
unit if they are in excess of the maximum occupancy standards at their annual
income recertification.
F. Fair Housing Covenants: Owner covenants that it will comply with all
applicable state and federal fair housing laws in the marketing and rental of
the Restricted Units. Owner agrees to accept as tenants, on the same basis as
all other prospective tenants, persons who are recipients of federal certificates
or vouchers for rent subsidies under the Section 8 program or any successor
program, provided that the total rent to be paid for the subject unit is equal to
the then full market rent. The total amount of rent that may be charged and
received by Owner for a Restricted Unit is limited to the Affordable Rent.
G. Non -Discrimination Covenants: Owner may not restrict the rental, use,
occupancy, or enjoyment of the Restricted Units, the Property, or any portion
thereof, on the basis of the race, color, religion, sex, gender, gender identity,
gender expression, sexual orientation, marital status, national origin, ancestry,
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Agreement No. 6412
familial status, source of income, disability, or genetic information of any
person. Owner covenants for itself and all persons claiming under or through
it; and this Agreement is made and accepted upon and subject to the condition
that there may be no discrimination against or segregation of any person or
group of persons on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections
12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in the lease,
use, occupancy, tenure or enjoyment of the Restricted "Units. Nor may Owner
or any person claiming under or through Owner establish or permit any such
practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants.
H. Marketing of Units, Owner must offer each Restricted Unit for rental only to
Qualified Households. Owner must continuously maintain an interest list of
prospective tenants for Restricted Units that may become available in the
future. Owner may not charge more than the them current industry standard.
per Adult Household member for application fees including credit check and
screening and background checks.
Bnfor e „gent of Covenan1g.
A. The City shall have the right, but not the obligation, to monitor and enforce
the covenants contained in this Agreement.
B. Owner shall comply with any monitoring program set up by City to enforce
the affordability covenants. Owner shall, pay for actual costs of an
independent third -party affordable housing consultant chosen by the City to
provide, at rates that are competitive in the market area income Iimit
verification that meets the affordable housing requirements of this agreement.
C. Annual Reports. By no later than July 15a` of each year following the
Commencement of the Term, Owner must submit an annual report ("Annual
Report") to the Director in a form reasonably satisfactory to the City Manager.
The Annual Report must include the following information for each Restricted
Unit:
1, The number of bedrooms;
2. The number of people residing in the Restricted Unit;
The current rent and other charges;
4. The dates of any vacancies during the previous year; and
The total Gross Household Income of the residents upon commencing
occupancy of their Restricted Unit and the source of such information.
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Agreement No. 6412
D. Additional Report Information. In addition to the information in Section 3.C,
the information in the Annual Report must include the following:
1. Information on the status of waiting lists for the Restricted Units.
E. In the event that a Household, on annual recertification, is determined to have
Gross Household Income in excess of the amounts set forth in Section 2(C)
and 2(D) of this Agreement Owner must cause the Household to vacate the
Restricted Unit and must re -rent the unit to a Qualified Household. However,
Owner shall allow the Household to remain in the Restricted Unit at the
Affordable Rent for up to sixty days. If, after sixty days, the Household has
not voluntarily vacated, an eviction notice must be served and pursued with
due diligence to conclusion. Owner shall offer any such Household that is
above 80% area median income an opportunity to rent any then available
comparably sized unit at market rent and shall offer any such Household that
is at or below 8 0 % area median rent an opportunity to rent any then available
comparably sized Low -Income Rental Unit at Affordable Rent.
F. Maintenance of Records. Owner must maintain complete and accurate records
pertaining to the Restricted Units for a period of five years after the final date
of occupancy by a tenant and must permit any duly authorized representative
of City to inspect the books and records of Owner pertaining to the Project
including, but not limited to, those records pertaining to the occupancy of each
Restricted Unit.
4. Co enant is in Lieu of Affordable Housin Eees. City agrees that Owner's provision
of affordable rental housing in accordance with this agreement totally absolves the Project from being
charged inclusionary housing fees or any other fees intended to subsidize or contribute to affordable
housing in the City,
5. Coyenants All conditions, covenants and restrictions
contained in this Agreement shall be covenants running with the land, and shall, in any event, and
without regard to technical classification or designation, legal or otherwise, be, to the fullest extent
permitted by law and equity, binding for the benefit and in favor of, and enforceable by City, its
successors and assigns, against Owner, its successors and assigns, to or of the Property or any portion
thereof or any interest therein, and any party in possession or occupancy of said Property or portion
thereof. City shall be deemed the beneficiary of the covenants, conditions and restrictions of this
Agreement both in its own right and for the purposes of protecting the interests of the community.
The covenants, conditions, and restrictions shall run in favor of the City without regard to whether
the City has been, remains, or is, an owner of any land or interest therein in the Project area. The
covenants, conditions andrestrictions contained in this Agreement shall not benefit nor be
enforceable by any person or entity except the City.
6. Subordination to Permitted Mortgages. The use restrictions contained in Section 1 of
this Agreement, and City's rights hereunder, are subordinate to (i) any deed of trust or mortgage
encumbering the property provided that all of the proceeds of the loan secured by the deed of trust or
mortgage are used to acquire the Property and/or construct the Project, and (ii) any deed of trust or
Page 36
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Agreement No. 6412
mortgage securing the first permanent refinancing of the loan described in subsection (i) (said
encumbrances are referred to individually and collectively as "Permitted Mortgages"). The use
restrictions contained in Section 1 of this Agreement, and the City's rights thereunder, will not be
subordinated to any encumbrance existing as of the date of this Agreement other than Permitted
Mortgages.
7. Recordation. Prior to issuance of a certificate of occupancy, but not sooner than
issuance of building permits for the Project, this Agreement shall be recorded in the office of the
County Recorder of Los Angeles County.
8. Term. Every covenant and condition and restriction contained in this Agreement shall
remain in effect for fifty-five (55) years from the date on which the Project obtains a certificate of
occupancy.
9, Notice and Oppo tunity to Cure, Prior to exercising any remedies hereunder, City
shall give`Owner notice of such default. If the default is reasonably capable of being cured within
thirty (30) days, Owner shall have such period to effect a cure prior to exercise of remedies by City.
If the default is such that it is not reasonably capable of being cured within thirty (30) days, and
Owner (a) initiates corrective action within said period, and (b) diligently, continually, and in good
faith works to effect a cure as soon as possible, then Owner shall have such additional time as is
reasonably necessary to cure the default prior to exercise of any remedies by City.
10. Enforcement. If a violation of any of the covenants or provisions of this Agreement
remains uncured after the respective time period set forth in Paragraph 9, above, City and its
successors and assigns, without regard to whether City or its successors and assigns is an owner of
any land or interest therein to which these covenants relate, may institute and prosecute any
proceedings at law or in equity to abate, prevent or enjoin any such violation or attempted violation
or to compel specific performance by Owner of its obligations hereunder. No delay in enforcing the
provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to
enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition
of such breach or violations or any similar breach or violation hereof at any later time.
11. Liens. Nothing herein contained shall be deemed to prohibit Owner from contesting
the validity or amounts of any encumbrance, lien, levy or attachment, or to limit the remedies
available to Owner in respect thereto.
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Agreement No. 6412
IN WITNESS WHEREOF, the City and the Owner have signed this Agreement as of the dates set
opposite their signatures.
CITY OF EL SEGUNDO
LE
APPROVED AS TO FORM AND LEGALITY
City Attorney
SRE EL SEGUNDO PROPERTY OWNER A LLC
Patrick Volz, Vice President
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Agreement No. 6412
STATE OF CALIFORNIA
COUNTY OF
On -before me, , a Notary Public,
personally appeared , personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
STATE OF CALIFORNIA
On -before me, a Notary Public,
personally appeared , personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Signature
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Agreement No. 6412
EXHIBIT A
LEGAL DESCRIPTION
All the certain real property located in the City of F] Segundo, County of Los Angeles, State of
California, described as follows:
Lot 1 of Vesting Map No. 82806 recorded on , 20_, in the County
Recorder's Office of Los Angeles County.
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Agreement No. 6412
EXHIBIT "B"
AFFORDABLE RENTS
a. The gross rents for the Restricted Units shall be based on the rent schedule published
annually for Los Angeles County by CTCAC in accordance with IRC Section 42.
This schedule currently provides:
Per HUD Notice
Effective: April 1, 2021
CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE 2021
Maximum Rents for Projects From Ceilings Post-1989 and Those from the Pre-1990 Ceilings That Elected with the Secretary of the Treasury"
to use the Post-1989 Rents
`(See RC Section 42 - Section 13142(c) of the Omnibus Budget Reconcllletlon Act of 1993)
For Proiects Placed in Service can or after 411121+
Cou
1 BR 2 BR 3 BR
LOS ANGELES
100% Income Level $2 070 $2,216 $2,660 $3.072
80% Income Level $1,656 $1.774 $2,128 $2,459
50% Income Level $1,035 $1,108 $1,330 $1,536 ,
b. The Housing Related Expenses, as applicable, must be deducted from the gross rent
as adjusted for unit size and described above to determine the Affordable Rent.
In the event this schedule ceases to be published, the gross monthly rents shall be calculated
using the following methodology. The gross monthly rents must be reduced by the Housing
Related Expenses to determine the Affordable Rent,
i. For the sole purpose of calculating the Affordable Rents, the following
benchmark household sizes will be applied: Studio/ Efficiency Unit = 1
Person, 1 Bedroom Unit = 1.5 Persons and 2 Bedroom Unit = 3 Persons.
ii. Low Income Rental Units: Gross monthly rent is calculated by taking the
most recent HUD Low -Income Limit for benchmark household sizes equal
to 1.5 persons multiplied times the number of bedrooms in the unit. The
benchmark household size is then multiplied times thirty percent (30%) then
divided by twelve (12) to determine the gross monthly rent. By way of
example: The FY2021 HUD Low -Income Limit for a 1 person household is
$66,250 thus the gross monthly rent for a Studio/Efficiency Unit is ($66,250
x 30%) 112 = $1,656. The FY2021 HUD Low -Income Limit for a 1.5 person
household is the 1 person Low -Income Limit plus the 2 person Low -Income
Limit, divided by two, thus the gross monthly rent for a 1 Bedroom Unit is
(($66,250 + $75,700)12) x 30%) / 12 = $1,774. The FY2021 HUD Low -
Income Limit for a 3 person household is $85,150 thus the gross monthly
rent for a 2 Bedroom Unit is ($85,150 times 30%) / 12 = $2,128.
iii. "Very Law -Income" units: Gross monthly rent is calculated by taking the
most recent HUD Very Low -Income Limit for benchmark household sizes
equal to 1.5 persons multiplied times the number of bedrooms in the unit.
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Agreement No. 6412
The benchmark household size is then multiplied times thirty percent (30%)
then divided by twelve (12) to determine the gross monthly rent. By way of
example: The FY2021 HUD Very Low -Income Limit for a I person
household is $41,400 thus the gross monthly rent for a Studio/Efficiency
Unit is ($41,400 x 3 0%,) 112 = $1,03 5 . The F'Y2021 I -IUD Very Low4ncome
Limit for a 1.5 person household is the I person Low- Income Limit plus the
2 person Very Low -Income Limit, divided by two thus the gross monthly
rent for a I Bedroom Unit is (($41,400 + $47,300) 12) x 30%) / 12 M $1,108.
The FY2021 HUD Very Low -Income Limit for a 3 person household is
$53,200 thus the gross monthly rent for a 2 Bedroom Unit is ($53,200 x
30%) / 12 = $1,330.
Page 42
Agreement No. 6412
EXHIBIT C
DESIGNATED RESTRICTED UNITS
Page 43
Agreement No. 6412
EXHIBIT D-2
PCC NORTH AFFORDABLE HOUSING AGREEMENT
Page 44
Agreement No. 6412
Recording Requested by and
When Recorded Return to:
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
OFFICIAL BUSINESS
Document entitled to free
recording per Government
Code Section 6103
Space above this line for Recorder's use only
AGREEMENT CREATING AFFORDABLE HOUSING COVENANTS
(INCLUDING RENTAL RESTRICTIONS)
THIS AGREEMENT is entered into as of , -202_, by and between the CITY OF
EL SEGUNDO, a municipal corporation (herein referred to as "City") and BRE EL SEGUNDO
PARKINGLLC, a Delaware limited liability company (herein referred to as "Owner").
A. Owner owns fee title to that certain real property (the "Property") located in the City
of El Segundo, County of Los Angeles, State of California, legally described on
Exhibit A attached hereto and incorporated herein.
B. Owner has entered into a development agreement with City (the "Development
Agreement") entitling Owner to develop a mixed -use project containing 137 multi-
family apartment units on the Property (the "Project").
C.. In accordance with the requirements of Section 5.2 of the Development Agreement,
a minimum of seventeen (17) units, shall be reserved for occupancy at an Affordable
Rent to persons or families that qualify as a Low -Income Household or Very Low -
Income Household, as follows:
PCC North
Affordable
Housing Units
(Sub -Set of Total)
Affordability Levels
Studios
47
9
2 Very Low/7 Low
One Bedrooms
67
6
6 Low
Two Bedrooms
23
2
1 2 Low
Totals
137
17
72 Very Low/15 Low
t Page 45
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Agreement No. 6412
D. City desires to enter this Agreement in order to ensure that the required number of
Restricted Units will be made available to and occupied by Qualified Households in
accordance with the terms and conditions of the Development Agreement.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged,
CITY AND OWNER AGREE AS FOLLOWS:
Definitions
"Adult" means a person 18 years of age or older.
"Affordable Rent" means the maximum gross rent that can be borne by tenants in the
Restricted Units, as published by CTCAC annually, minus Housing Related Expenses. The gross
rent for the Low Income Rental Units is based on 80% of the Los Angeles County median income
for the applicable unit type, and the gross rent for Very Low Income Rental Units is based on 50%
of the Los Angeles County median income for the applicable unit type. Affordable Rent amounts
will be adjusted annually to reflect increases in maximum gross rent published by CTCAC.
"CTCAC" means the California Tax Credit Allocation Committee.
"Gross Household Income: means all income from whatever source from all Adult
Household members, which is anticipated to be received during the 12-month period following the
date of the determination of Gross Household Income. The applicable sources of income are defined
in California Code of Regulations Title 25 Housing and Community Development Section 6914.
"Household" means all the persons who will occupy the Restricted Unit as their
principal residence. A child who is subject to a legally binding shared -custody agreement, in which
the child resides with the Household at least 50% of the time, is counted as a member of the
Household. Excluded from the definition of Household are live-in caregivers/caretakers, foster
children, unborn children and children being pursued for legal custody or adoption that are not
currently living with the Household.
"Housing Related Expenses" means any costs other than rent that are required to be
borne by. a tenant in a restricted Unit in the Project. These costs include, but are not limited to, a
Utility ,Allowance, any cost that are unposed by the Owner on ra mandatory basis, and any mandatory
costs that are charged by the Owner for amenities included In the Project, Owner may charge tenants
in a Restricted Unit optional costs that are not Housing Related Expenses related to elective amenities
requiring an optional service fee such as classes, room rentals, food service, or special events, but is
prohibited from charging a tenant in a restricted unit any fee for equal access to common areas or
project amenities such as pools, gyms, community rooms and outdoor areas. In addition, Owner is
prohibited from charging any optional amenity fees to a tenant in a Restricted Unit that is higher than
optional amenity fees charged to tenants in non -restricted units.
"HUD" means the United States Department of Housing and Urban Development.
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Agreement No. 6412
"Low -Income Household" means a Household whose Gross Household Income does
not exceed eighty percent (80°%) of area median income adjusted for family size and published by
HUD, under the parameters established by Section 3 of the U.S. Housing Act of 1937, as amended,
for the Los Angeles -Long Beach -Glendale, CA HUD Metro FMR Area.
"Low -Income Rental Unit" means a rental unit in the Project reserved for and rented
to Low -Income Households at a maximum monthly rent as set forth in Exhibit B.
"Qualified Household" means a Household that qualifies as a Very Low -Income
Household or Low -Income Household.
"Restricted Units" means the Very Low -Income Rental Units and Low -Income Rental
Units.
"Utility Allowance" means the allowance for utilities not furnished by the Owner,
which shall be calculated based on the most current version of the allowances for Tenant Furnished
Utilities and Other Services worksheet prepared by the Los Angeles Community Development
Authority or its successor agency using the form prepared by HUD.
"Very Low -Income Household" means a Household whose Gross Household Income
does not exceed fifty percent (50.0%) of area median income, adjusted for family size published by
the United States Department of Housing and Urban Development (HUD), under the parameters
established'by Section 3 of the U.S. Housing Act of 1937, as amended, for the Los Angeles -Long
Beach -Glendale, CA HUD Metro FMR Area.
"Very Low -Income Rental Unit" means a rental unit in the Project reserved for and
rented to Very Low -Income Households at a maximum monthly rent as set forth in Exhibit B.
2. Use of the Proper Owner, on behalf of itself and its successors, assigns, and each
successor in interest to Owner's interest in the Property or any part thereof, hereby covenants and
agrees as follows:
A. The portion of the Property comprising the Project shall be used for
residential use. Owner shall rent: (i) Nine (9) of the studio units to be
developed at Affordable Rents to Low -Income Households and Very Low-
income Households in the proportions shown in Recital "C;" (ii) 6 of the one-
' bedroom units to be developed at Affordable Rents to Low -Income
Households, and (iii) 2 of the two -bedroom units to be developed at
Affordable Rents to Low -Income Households.
B. The designated Restricted Units are shown on the floor plan attached hereto
as Exhibit "C." These will be fixed locations (Note prior to execution of this
Agreement the border and City shall identijy the restricted Units on the floor
plan, Those units shall not be segregated -oin the market rate units. The
restricted' flnits„ by type and afjr)rdability, should be equitably distributed
throughout the Project. They shall not be distinguishable, nor located in
inferior locations nor clustered). For the full term, the number, size, type, and
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Agreement No. 6412
amenity level of Restricted Units shall not be fewer than the number nor
different from the size, type and amenity level described in this Agreement.
However, the location of the Restricted Units can be changed with prior
written approval from the City.
C. The formula for determining the current applicable (for the year 2021)
Affordable Rents is set forth in the Schedule of Affordable Rents attached to
this Agreement as Exhibit "B".
D. Occupancy Requirements: For a studio Restricted Unit, a maximum of two
people can occupy the unit For a, one -bedroom, Restricted Unit, a maximum
of three people can occupy the unit. For a two-bedraorn Restricted Unit, a
maximum of five people can occupy the unit.
E. The Owner must forward a copy of its initial standard form of lease agreement
to the City for final review as to compliance with this Agreement and
thereafter upon request by City. In addition to other requirements imposed
under this Agreement, Owner's form of lease agreement must include, the
following: (1) restrictions prohibiting tenants from subleasing the Restricted
Unit and that the Qualified Household must have continued residence in the
Restricted Unit; (2) a provision to the effect that Owner has relied on the
income certification and supporting information supplied by the tenant in
determining qualification for occupancy of the Restricted Unit and that any
material misstatement in such certification (whether or not intentional) will
be cause for termination of the lease in the soonest time period permitted by
applicable law; (3) A rider in the lease that a Household must move out within
sixty (60) days if they become over -income at their annual, income
recertification. An over -income Household will be given a right of first
refusal to move into any unit for which they qualify and that is or becomes
vacant prior to moving out of their Restricted Unit; and (4) A rider in the lease
that a Household must move to the next available qualifying Restricted unit
if they are in excess of the maximum occupancy standards at their annual
income recertification.
K Fair I Housing Covenants; Owner covenants that it will comply with all
applicable state and federal fair housing laws in the marketing and rental of
the Restricted Units, Owner agrees to accept as tenants, on the sat -no basis as
all other prospective tenants, persons who are recipients of federal certificates
or vouchers for rent subsidies under the Section 8 program or any successor
program, provided that the total rent to be paid for the subject unit is equal to
the then full market rent. The total amount of rent that may be charged and
received by Owner for a Restricted Unit is limited to the Affordable Rent.
G. Non -Discrimination Covenants: Owner may not restrict the rental, use,
occupancy, or enjoyment of the Restricted Units, the Property, or any portion
thereof, on the basis of the race, color, religion, sex, gender, gender identity,
gender expression, sexual orientation, marital status, national origin, ancestry,
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Agreement No. 6412
familial status, source of income, disability, or genetic information of any
person.Owner covenants for itself and all persons claiming under or through
it, and this Agreement is made and accepted upon and subject to the condition
that there may be no discrimination against or segregation of any person or
group of persons on account of any 'basis listed in subdivision (a) or (d) of
Section 12955 of the: Government Code, as those bases are defined in Sections
12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in the lease,
use, occupancy, tenure or enjoyment of the Restricted Units. Nor may Owner
or any person claiming under or through Owner establish or permit any such
practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants.
H. Marketing of Units. Owner must offer each Restricted Unit for rental only to
Qualified Flouscholds. Owner must continuously maintain an interest list of
prospective tenants for Restricted Units that may become available in the
future. Owner may not charge more than the then current industry standard
per Adult Household member for application fees including credit check, and
screening and background checks.
Enforcement .of CovenaniLs.
A. The City shall have the right, but not the obligation, to monitor and enforce
the covenants contained in this Agreement.
B. Owner shall comply with any monitoring program set up by City to enforce
the affordability covenants. Owner shall pay for actual costs of an
independent third -party affordable housing consultant chosen by the City to
provide, at rates that are competitive in the market area income limit
verification that meets the affordable housing requirements of this agreement.
C. Annual Reports. By no later than July 15' of each year following the
Commencement of the Term, Owner must submit an annual report ("Annual
Report") to the Director in a form reasonably satisfactory to the City Manager.
The Annual Report must include the following information for each Restricted
Unit:-
6. The number of bedrooms;
The number of people residing in the Restricted Unit;
The current rent and other charges;
The dates of any vacancies during the previous year; and
10. The total Gross Household Income of the residents upon commencing
occupancy of their Restricted Unit and the source of such information.
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Agreement No. 6412
D. Additional Report Information. In addition to the information in Set:ion,
the information in the Annual Report must include the following:
2. Information on the status of waiting lists for the Restricted Units.
E. In the event that a Household, on annual recertification, is determined to have
Gross Household Income in excess of the amounts set forth in Section 2(C)
and 2(D) of this Agreement Owner must cause the Household to vacate the
Restricted Unit and must re -rent the unit to a Qualified Household. However,
Owner shall allow the Household to remain in the Restricted Unit at the
Affordable Rent for up to sixty days. If, after sixty days, the Household has
not voluntarily vacated, an eviction notice must be served and pursued with
due diligence to conclusion. Owner shall offer any such Household that is
above 80% area median income an opportunity to rent any then available
comparably sized unit at market rent and shall offer any such Household that
is at or below 80% area median rent an opportunity to rent any then available
comparably sized Low -Income Rental Unit at Affordable Rent.
F. Maintenance of Records. Owner must maintain complete and accurate
records pertaining to the Restricted Units for a period of five years after the
final date of occupancy by a tenant and must permit any duly authorized
representative of City to inspect the books and records of Owner pertaining
to the Project including, but not limited to, those records pertaining to the
occupancy of each Restricted Unit.
4. Cove a t is in Lieu ofAffordable Housing Fees. City agrees that Owner's provision
of affordable rental housing in accordance with this agreement totally absolves the Project from being
charged inclusionary housing fees or any other fees intended to subsidize or contribute to affordable
housing in the City.
5. Covenants Running with tleIa�r. All conditions, covenants and restrictions
contained in this Agreement shall be covenants running with the land, and shall, in any event, and
without regard to technical classification or designation, legal or otherwise, be, to the fullest extent
permitted by law and equity, binding for the benefit and in favor of, and enforceable by City, its
successors and assigns, against Owner, its successors and assigns, to or of the Property or any portion
thereof or any interest therein, and any party in possession or occupancy of said Property or portion
thereof. City shall be deemed tl;e beneficiary of the covenants, conditions and restrictions of this
Agreement both in its own right and for the purposes of protecting the interests of the community.
The covenants, conditions, and restrictions shall run in favor of the City without regard to whether
the City has been, .remains, or is an owner of any land or interest therein in the Project area. The
covenants, conditions and restrictions contained in this Agreement shall not benefit nor be
enforceable by any person or entity except the City.
6. Subordination to Permitted Mort a +es. The use restrictions contained in Section 1 of
this Agreement, and City's rights hereunder, are subordinate to (i) any deed of trust or mortgage
encumbering the property provided that all of the proceeds of the loan secured by the deed of trust or
mortgage are used to acquire the Property and/or construct the Project, and (ii) any deed of trust or
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Agreement No. 6412
mortgage securing the first permanent refinancing of the loan described in subsection (i) (said
encumbrances are referred to individually and collectively as "Permitted Mortgages"). The use
restrictions contained in Section I of this Agreement, and the City's rights thereunder, will not be
subordinated to any encumbrance existing as of the date of this Agreement other than Permitted
Mortgages.
7. Recordation. Prior to issuance of a certificate of occupancy, but not sooner than
issuance of building permits for the Project, this Agreement shall be recorded in the office of the
County Recorder of Los Angeles County.
S. _ Term. Every covenant and condition and restriction contained in this Agreement shall
remain in effect for fifty-five (55) years from the date on which the Project obtains a certificate of
occupancy.
9. Notice andO ortunit to Care. Prior to exercising any remedies hereunder, City
shall give Owner notice of such default. If the default is reasonably capable of being cured within
thirty (0) days, Owner shall have such period to effect a cure prior to exercise of remedies by City,
If the default is such that it is not reasonably capable of being cured with thirty (0) days, and
Owner (a) initiates corrective action within said period, and (b) diligently, continually, and in good
faith works to effect a cure as soon as possible, then Owner shall have such additional time as is
reasonably necessary to cure the default prior to exercise of any remedies by City.
10. ri&urnent. If a violation of any of the covenants or provisions of this Agreement
remains "uncured after the respective time period set forth in Paragraph 9, above, City and its
successors and assigns, without regard to whether City or its successors and assigns is an owner of
any land or interest therein to which these covenants relate, may institute and prosecute any
proceedings at law or in equity to abate, prevent or enjoin any such violation or attempted violation
or to compel specific performance by Owner of its obligations hereunder. No delay in enforcing the
provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to
enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition
of such breach or violations or any similar breach or violation hereof at any later time.
11. Liens. Nothing herein contained shall be deemed to prohibit Owner from contesting
the validity or amounts of any encumbrance, lien, levy or attachment, or to limit the remedies
available to Owner in respect thereto.
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Agreement No. 6412
IN -WITNESS WHEREOF, the City and the Owner have signed this Agreement as of the dates set
opposite their signatures.
CITY OF EL SEGUNDO
APPROVED AS TO FORM AND LEGALITY
City Attorney
M
BRE EL SEGUNDO PARKING LLC
UN
Page 52
Patrick Volz, Vice President
Agreement No. 6412
STATE OF CALIFORNIA
COUNTY OF
On - before me, , a Notary
Public,
personally appeared , personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature
STATE OF CALIFORNIA
COUNTY OF
On - before me, „ a Notary
Public,
personally appeared , personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Signature
H
Agreement No. 6412
EXHIBIT A
LEGAL DESCRIPTION
All the certain real property located in the City of El Segundo, County of Los Angeles, State of
California, described as follows:
Lot 5 of Vesting Map No. 82806 recorded on.-... , 20� in the County
Recorder's Office of Los Angeles County.
Agreement No. 6412
EXHIBIT `B"
AFFORDABLE RENTS
a. The gross rents for the Restricted Units shalt be based on the rent schedule
published annually for Los Angeles County by CTCAC in accordance with IRC
Section 42. This schedule currently provides:
Per HUD Notice
Effective: April 1.2D21
CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE 2021
Maximum Rents for Projects From Ceilings Post-1989 and Those from the Pre-1990 Ceilings That Elected with the Secretary of the
Treasury" to use the Past-1 gag Rents
'(See IRC Section 42 - Section 13142(c) of the Omnibus Budget Reconciliation Act of 1993)
For Projects P(acod in Service on or after 411121+
i BR 2 BR 3 BR
LOS ANGELES
100% Income Level $2,070 $2,216 $2,660 $3,072
80% Income Level $1,666 $1,774 $2,128 $2,459
60% Income Level $1,036 _ $1,108 $1,330 $1,536
b. The Housing Related Expenses, as applicable, must be deducted from the gross
rent as adjusted for unit size and described above to determine the Affordable
Rent.
In the event this schedule ceases to be published, the gross monthly rents shall be
calculated using the following methodology. The gross monthly rents must be reduced
by the Housing Related Expenses to determine the Affordable Rent,
i. For the sole purpose of calculating the Affordable Rents, the following
benchmark household sizes will be applied: Studio/ Efficiency Unit = 1
Person, 1 Bedroom Unit = 1.5 Persons and 2 Bedroom Unit = 3 Persons.
ii. Low Income Rental Units: Gross monthly rent is calculated by taking
the most recent HUD Low -Income Limit for benchmark household sizes
equal to 1.5 persons multiplied times the number of bedrooms in the
unit. The benchmark household size is then multiplied times thirty
percent (30%) then divided by twelve (12) to determine the gross
monthly rent. By way of example: The FY2021 HUD Low -Income
Limit for a I person household is $66,250 thus the gross monthly rent
for a Studio/Efficiency Unit is ($66,250 x 30%) 112 = SI,65C The
FY2021 HUD Low -Income Limit for a 1.5 person household is the 1
person Low -Income Limit plus the 2 person Low -Income Limit, divided
by two, thus the gross monthly rent for a 1 Bedroom Unit is (($66,250 +
$75,700) /2) x 30%) / 12 = $1,774. The FY2021 HUD Low -Income
Limit for a 3 person household is $85,150 thus the gross monthly rent
for a 2 Bedroom Unit is ($85,150 times .30%) / 12 = $2,128.
Agreement No. 6412
"Very Low -Income" units: Gross monthly rent is calculated by taking
the most recent HUD Very Low -Income Limit for benchmark household
sizes equal to 1.5 persons multiplied times the number of bedrooms in
the unit. The benchmark household size is then multiplied times thirty
percent (30%) then divided by twelve (12) to determine the gross
monthly rent. By way of example: The FY2021 HUD Very Low -Income
Limit for a 1 person household is $41,400 thus the gross monthly rent
for a Studio/Efficiency Unit is ($41,400 x 301/6) / 12 = $1,035. The
FY2021 HUD Very Low -Income Limit for a 1.5 person household is the
1 person Low- Income Limit plus the 2 person Very Low -Income Limit,
divided by two thus the gross monthly rent for a 1 Bedroom Unit is
(($41,400 + $47,300) /2) x 30%) / 12 = $1,108. The FY2021 HUD Very
Low -Income Limit for a 3 person household is $53,200 thus the gross
monthly rent for a 2 Bedroom Unit is ($53,200 x 30%) / 12 = $1,330.
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Agreement No. 6412
EXHIBIT C
DESIGNATED RESTRICTED UNITS
5