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CONTRACT 4073 Developer’s Agreement- This page is part of your document - DO NOT DISCARD 1111111111111111111I1 1111111I1I 1I III P0038 u Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 06/02/10 AT 12:27PM FEES: 126.00 TAXES: 0.00 OTHER: 0.00 PAID: 126.00 IIIII�I II IIIVII III IYIII �I IIIIII In YIII�I II IIIIII III III�II III IIIIIII AI II III I IIII LEADSHEET 11111111111111111111111111111111111111111111111111111111111111111 201006020620025 00002449372 �IIIII�III�Y�III�II 002710379 SEQ: 01 1111111iivuiwAuu�NuiMmiiiM�uiiiimumm - 11111111111111111111111111 IN 111111111 - W .* 7 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO CITY CLERK CITY OF EL SEGUNDO 350 Main Street El Segundo, California 90245 of 'la�k�Y q q & 14�yy� pv v4b; 14 r%1� ¢.'.� EXEMPT FROM RECORDER'S FEES Pursuant to Government Code § 6103 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO AND JF EL SEGUNDO OWNER, LLC THIS AGREEMENT MUST BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.5 7 „Vµ DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement") is made and entered into by and between the CITY OF EL SEGUNDO, a municipal corporation ("City") and JF EL SEGUNDO OWNER, LLC, a Florida limited liability company ("Developer") and is operative as of the Effective Date. City and Developer are referred to hereinafter individually as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements contained in this Agreement, City and Developer agree as follows: 1. Recitals.This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the Parties. 1.1 Pursuant to Government Code §§ 65865, et seq., City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property. 1.2 Developer owns that certain 1.75 acre site located at 199 North Continental Boulevard as more specifically described in Exhibit "A" ("Property"). 1.3 On September 25, 2008 the City approved Environmental Assessment No. EA-773 and Conditional Use Permit No. 07-07 to allow Developer to construct a six -story, 61,104 square -foot, 167-room Aloft hotel with a maximum FAR of .80 (the "Project"). 1.4 City has approved an Addendum to the Mitigated Negative Declaration for Environmental Assessment No. 844 ("MND"); General Plan Amendment No. 09-02; 199 North Continental Boulevard Specific Plan No. 09-02; Zone Change No. 09-04; Zone Text Amendment No. 09-04; Administrative Use Permit 09-06, and this Agreement (Development Agreement No. 09-03) for Developer to build a hotel with a .92 FAR (collectively the "Project Approvals"). Developer's application for the Project Approvals was deemed complete by the City on February 10, 2010 (collectively the "Proj ect"). 1.5 By this Agreement, City desires to obtain the binding agreement of Developer to develop the Property in accordance with the Project Approvals, Applicable Rules and this Agreement. In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement. 1.6 By this Agreement, Developer desires to obtain the binding agreement of City to permit the development of the Property in accordance with the Project Approvals, the Applicable Rules (as hereinafter defined) and this Agreement. In consideration thereof, Developer agrees to waive its rights, if any, to challenge legally the limitations on density and use imposed upon development of the Property under this Agreement. 1.7 City and Developer acknowledge and agree that the consideration that is to be exchanged pursuant to this Agreement is fair, just and reasonable and that this Agreement is consistent with the General Plan of City. 1.8 This Agreement is intended to provide flexible entitlements, within the parameters set forth herein and subject to the terms and conditions hereof, to meet the changing market demands that are likely to occur throughout the buildout of the Project. 1.9 The proposed Project uses are consistent with the City's General Plan, as amended, (the "General Plan"). 1.10 By General Plan Amendment No. 09-02, development of the Project will further the comprehensive planning objectives contained within the General Plan, and will result in public benefits, including, among others, the following: 1.10.1 Fulfilling long-term economic and social goals for City and the community, 1.10.2 Providing fiscal benefits to City's general fund in terms of increased employment and utility, business license, property tax, transient occupancy tax, and other tax revenues, which are anticipated to exceed $2,500,000 as reflected in the below chart, Transient Cambria Suites Hotel Occupancy Tax ("Bed" Tax Guest Rooms - 152 8% Calendar Year 1 O enin 5/1/2011 Occu anc 60% Avera e Dail Rate $135 Revenue Per Available Room $81 Revenue $2,954 880 $2362390 Year 2 (Full Year 2012) Occu anc www 78% Avera e Dail Rate $146 Revenue Per Available Room $114 Revenue $6,324,720 $505 978 Year 3 Occupancy_83% Average Daily Rate $155 Revenue Per Available Room $129 Revenue $7 156,920 $572 554 Year 4 Occupancy 83% Average Daily Rate $160 -2- , Transient Cambria Suites Hotel Occupancy Tax ("Bed" Tax) Guest Rooms - 152 8% Revenue Per Available Room $133 Revenue �M $7,378,840 $590,307 Year 5 Occu anc 83% Average Dail Rate $164 Revenue Per Available Room $136 Revenue $7 545 80 $603,622 "BED" TAX TOTAL (2011- 2015) $31360,640 $2 508,851 1.10.3 Providing both short-term construction employment and long-term permanent employment within City as reflected in the below chart, Type Jobs Created Short-term Construction * 400 Long-term Permanent ** 37 Total Jobs Created 437 Breakdown * Short-term Construction Full-time jobs created for the duration (or a portion of) the construction process Type Jobs Created Full-time Contractors 150 Sub -Contractors 250 Total 400 ** Long-term Permanent Full-time jobs created on a permanent basis to operate hotel Staff Members i Type Jobs Created Management Personnel 5 Front Desk Agents 5- Night Auditors 2 Room Attendants/ Laundry 12 Cooks 4 -3- Type Jobs Created Servers/ Baristas/ Bartenders 7 Maintenance Technicians 2 Total 37 1.10.4 Providing the first Leadership in Energy and Environmental Design (LEED) Certified hotel in El Segundo, 1.10.5 Furthering the City's goals of promoting sustainable building, 1.10.6 Providing $75,000 to City's Recreation and Parks Department to enhance and enliven the community in accordance with City's goals, and 1.10.7 Creating a mechanism of economic stimulus for the City. 1.11 On March 18, 2010, the Planning Commission of the City commenced a duly noticed public hearing on this Agreement, and at the conclusion of the hearing recommended approval of the Agreement. 1.12 On April 6, 2010, the City Council of the City ("City Council") commenced a duly noticed public hearing on this Agreement, and at the conclusion of the hearing certified and approved this Agreement by Resolution No. 4647 and by Ordinance No. 1441 (the "Enabling Ordinance"). 2. Property Subject to this A reement.Al.l of the Property is subject to this Agreement. 3. Bindina Effect.The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to the City and the Developer and each successive successor in interest thereto and constitute covenants that run with the Property. Any and all rights and obligations that are attributed to the Developer under this Agreement run with the land irrespective of whether the Developer develops the Property. 3.1 Constructive Notice and. Acceptance. Every person who acquires any right, title or interest in or to any portion of the Property in which the Developer has a legal interest is, and will 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 Rights to Assi n..Developer may assign or transfer its rights and obligations under this Agreement with respect to the Property, or any portion thereof, to any person at any time during the term of this Agreement without approval of the City. 3.3 Liabilities Upon Transfer.Upon the delegation of the duties and obligations under this Agreement and the sale, transfer or assignment of all or any portion -4- 4 i" of the Property, Developer will be released from its obligations under this Agreement with respect to the Property, or portion thereof, so transferred arising subsequent to the effective date of such transfer, if (i) Developer has provided to the City prior or subsequent written notice of such transfer and (ii) the transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Property so transferred by executing an Assignment and Assumption Agreement in the form of Exhibit `B" attached hereto. 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 is entitled to the benefits of this Agreement as "Developer" hereunder and is subject to the obligations of this Agreement applicable to the parcel(s) transferred. A default by any transferee only affects that portion of the Property owned by such transferee and does 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 is responsible for satisfying the good faith compliance requirements set forth in Section 9 below relating to the portion of the Property owned by such transferee, and any amendment to this Agreement between the City and a transferee only affects the portion of the Property owned by such transferee. 4. Development of the Pro ert .The following provisions govern the development and use of the Property. 4.1 Permitted lUses Densii:.The permitted and conditionally permitted uses of the Property are those set forth in the 199 North Continental Boulevard Specific Plan, the El Segundo Municipal Code ("ESMC") and this Agreement, all of which are applicable to the Property. 4.2 Development Standards.All design and development standards applicable to the Property ("Development Standards") are set forth in the El Segundo General Plan, the ESMC, the Applicable Rules, the Project Approvals, and this Agreement. Additionally, the following restrictions apply: 4.2.1 Floor Area Ratio.No hotel uses within the Project can exceed .92 Floor Area Ratio ("FAR"). All other uses within the Project cannot exceed .80 Floor Area Ratio. 4.2.2 Monument Si ns. The Project is approved for up to two monuments signs as reflected on Exhibit "C." 4.3 Building Standards.All construction on the Property must adhere to the California Building Code, the California Electrical Code, the California Mechanical Code, the Uniform Sign Code, the Uniform Code for Abatement of Dangerous Buildings, and Uniform Administrative Code, as adopted by the El Segundo Municipal Code, in -5- effect at the time the plan check or permit is approved and to any federal or state building requirements that are then in effect (collectively the "Building Codes"). 4.4 Fees Exactions, Miti ation Measures Conditions Reservations and Dedications.All fees, exactions, mitigation measures, conditions, reservations and dedications of land for public purposes that are applicable to the Project or the Property are set forth in the Applicable Rules, the Project Approvals and this Agreement. Additionally, Developer must pay all applicable fees that are in effect at the time that fees are required to be paid pursuant to Section 6.2 of this Agreement. This Section cannot be construed to limit the authority of City to charge normal and customary application, processing, and permit fees for land use approvals, building permits and other similar permits, which fees are designed to reimburse City's actual expenses attributable to such application, processing and permitting and are in force and effect on a City-wide basis at such time as said approvals and permits are granted by City. 4.5 Use of Easements.Notwithstanding the provisions of the Applicable Rules, easements dedicated for vehicular and pedestrian use are permitted to include easements for underground drainage, water, sewer, gas, electricity, telephone, cable, environmental remediation, and other utilities and facilities so long as they do not unreasonably interfere with pedestrian and/or vehicular use. 5. Vesting of' Development Rights 5.1 Applicable Ru1.es.The Applicable Rules consist of the following: 5.12.1 The General Plan, as it exists on the Effective Date, 5.12.2 The ESMC as it exists on the Effective Date, 5.12.3 Such other laws, ordinances, rules, regulations, and official policies governing permitted uses of the Property, density, design, improvement, and construction standards and specifications applicable to the development of the Property in force at the time of the Effective Date, which are not in conflict with this Agreement. 5.2 Entitlement to DevelM..The Developer is granted the vested right to develop the Project on the Property subject to the Applicable Rules, the Project Approvals and any future approvals applied for by the Developer and granted by the City for the Project or the Property (the "Future Approvals"). 5.3 Subsequent Enactnients.Any change in the Applicable Rules, including, without limitation, any change in any applicable general plan or specific plan, zoning, or subdivision regulation, adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever M and adopted by the City Council, the Planning Commission or any other board, agency, commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be (collectively the "Subsequent Rules"), which would, absent this Agreement, otherwise be applicable to the Property, cannot be applied by the City to any part of the Property. 5.4 Future Approvals. 5.4.1 Minor Modifications to Prgject.Developer may make minor changes to the Project and Project Approvals ("Minor Modifications") without amending this Agreement upon the administrative approval of the City of El Segundo Director of Planning and Building Safety (the "City Planning and Building Safety Director") or designee, provided that such modifications are consistent with the Development Standards, Applicable Rules and Project Approvals. The City cannot unreasonably withhold or delay approval of any Minor Modification. The City has the right to impose reasonable conditions in connection with Minor Modifications, provided, however, such conditions cannot (i) be inconsistent with the Applicable Rules, the Project Approvals or with the development of the Project as contemplated by this Agreement; (ii) directly or indirectly, unreasonably hinder, delay, impede, obstruct, interfere with, or place unreasonably burdensome or restrictive measures or requirements upon development of the Project or the Property or any portion thereof; or (iii) impose additional dedications, infrastructure or public improvement obligations, fees, costs or exactions in excess of those identified in the Applicable Rules, the Project Approvals, or this Agreement. 5.4.2 Modification of Project Ap roval.s.1t is contemplated by City and Developer that Developer may, from time to time, pursuant to Section 5.4.1 seek Minor Modifications to the Project or one or more of the Project Approvals. Any such Minor Modifications are contemplated by City and Developer as being within the scope of this Agreement as long as they are authorized pursuant to this Section 5.4.2 and must, upon approval by City, continue to constitute the Project Approvals as referenced herein. The Parties agree that any such amendments do not constitute an amendment to this Agreement nor require an amendment to this Agreement. 5.4.3 Modifications Requiring Amendinent to this A gr� nt,Any proposed modification to the Project which results in any of the following do not constitute a Minor Modification but constitute a Major Modification and require an amendment to this Agreement pursuant to Section 15 below. (a) Any decrease in the required building setbacks as set forth in the 199 North Continental Boulevard Specific Plan, (b) Any increase in the total developable square footage of the entire Property for hotel uses in excess of the maximum .92 FAR, any increase in the total developable square footage of the entire property for all uses other than hotel uses in excess of the maximum .80 FAR, -7- (c) Any increase in height of buildings or structures on the Property above 200 feet, (d) Any decrease in the minimum required lot area as set forth in the 199 North Continental Boulevard Specific Plan, (e) Any decrease in the minimum required lot frontage as set forth in the 199 North Continental Boulevard Specific Plan, (f) Any change in use to a use which is not permitted under this Agreement, (g) Any deviation from the uses and development standards or limitations set forth in Section 4.1 and Section 4.2 of this Agreement, except to the extent these Sections specifically provide for the Council to approve of alternative uses or square footage requirements, and, (h) Any material modification to Developer's obligation to provide LEED certification for the Project and monies to the Recreation and Parks Department. (i) Other than the Major Modifications listed above, all other modifications to the Project are considered "Minor Modifications." 5.5 Plan Review.Plans for each building on the Property, including plans for signage, trash enclosures and screening and landscaping, must be reviewed and approved by the City Planning and Building Safety Director before the City issues a building permit, provided, however, that, notwithstanding anything to the contrary contained in the Applicable Rules, the sole purpose of such review is to verify consistency with the Development Standards, Applicable Rules and Project Approvals. The City Planning and Building Safety Director must approve all features which are consistent with the Development Standards, Applicable Rules or Project Approvals or are otherwise specifically approved by this Agreement and has no authority to disapprove or conditionally approve any features or matters which are consistent with or otherwise which have been specifically approved by this Agreement. 5.6 Timing of Development.In Pardee Construction Co. v. City of Camarillo ("Pardee"), 37 Cal. 3d 465 (1984), the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of development resulted in a later -adopted initiative restricting the rate of development to prevail against the parties' agreement. City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer has the right, without obligation, to develop the Property in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment subject to the term of this Agreement. 5.6.1 Limitations. 40.73.. 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, applies to the Property. However, nothing in this Section can 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. 5.7 Term.This Agreement is in effect for a period of eight (8) years from the Effective Date. However, Developer or City are entitled to one (1) five (5) year extension by written notice to the other Party before the Agreement's expiration, provided that the requesting Party is not in material default of its obligations hereunder at such time. In addition, every approval granted for the Project other than ministerial approvals remains valid for a period of time equal to the term of this Agreement. 5.8 Issuance of Buildin Permi.ts.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 before completion of construction and all of the other relevant provisions of the Project Approvals, Future Approvals and this Agreement have been satisfied. 5.9 Satisfaction of Mitigation Measures and Conditions.In the event that any of the mitigation measures or conditions required of Developer hereunder have been implemented by others, Developer will 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 constitutes a Minor Modification pursuant to Section 5.4.1 above. 5.10 Moratorium.The Property is exempt from any moratorium or other limitation (including but not limited to the rate, timing, phasing or sequencing of development) affecting subdivision maps, building permits, certificates of occupancy or other land use entitlements that are approved or to be approved, issued or granted within the City, or portions of the City, except those that are necessary to protect a significant threat to the health, safety and welfare of the City. Any moratorium imposed tolls the time periods set forth in this Agreement. 5.11 Performance of City Planning and Building-Safety......Director Duties.lf the City determines at any time during the term of this Agreement that the duties to be performed by the City Planning and Building Safety Director under this Agreement will be performed by one or more staff members other than the Planning and , Building Safety Director, the City will endeavor to notify the Developer of such change. The City must ensure that a person or persons are designated at all times to carry out the duties of the Planning and Building Safety Director set forth in this Agreement. 6. Developer Agreements. 6.1 General.The Developer must comply with (i) this Agreement, (ii) the Project Approvals, including without limitation all mitigation measures required by the determination made pursuant to the California Environmental Quality Act, and (iii) all Future Approvals for which it is the applicant or a successor in interest to the applicant. 6.2 Developinent Fees.Subject to the provisions of Section 4.4 above, Developer must pay the development fees in effect at such time that building permits are issued for the Project. The Developer is entitled to credits against the City's traffic mitigation fees to the extent Developer has off -site traffic improvements that are required by the Project Approvals and are included in any subsequent traffic fee mitigation program adopted by the City pursuant to Government Code §§ 66000, et seq. Such credits are based upon the actual audited costs and can only be granted to the extent such improvements are constructed in accordance with all applicable state and local laws. The Developer waives any and all rights it may have to challenge development fees that are currently applicable to development within the City and the City's right to amend its current development fees and/or impose additional development fees. However, the Developer retains the legal right to challenge the amount of any such amended or increased development fees to the extent such are not in compliance with the requirements of Government Code §§ 66000, et seq. as well as its right to receive credits against such amended or increased fees. 6.3 City Benefits. Developer's Project must be LEED Certified in compliance with the U.S. Green Building Council standards in effect as of the Effective Date. Developer also agrees to contribute $75,000 to the City's Recreation and Parks Department for capital project improvements that will benefit children. Developer agrees to pay $50,000 when City issues a building permit and $25,000 at certificate of occupancy. Developer will also pay for a plaque at the site of the capital project improvement acknowledging the contribution from Developer. 6.4 Maintenance Obligations.The Developer must maintain all portions of the Property in its possession or control, and any improvements thereon, in a first class clean, neat and orderly manner. The Parties' respective maintenance obligations survive any termination or expiration of this Agreement. 6.5 Term of Ma s and Other Project Approvals.Pursuant to California Government Code §§ 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 -10- 1 1) Property and the term of each of the Project Approvals will be extended for a period of time through the scheduled termination date of this Agreement as set forth in Section 5.7 above. 6.6 Sales and Use Tax. In the event the contract price for any work on the Project is valued at $5,000,000 or more, Developer agrees to report, on a State Board of Equalization Tax Return, any purchases of tangible personal property made in connection with the finishing of and/or installation of materials, or fixtures for the Project, when such purchases were made without sales or use tax due. Developer must indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, Developer must also obtain a permit or a sub -permit from the State Board of Equalization indicating the City as the registered job site location, in accordance with State Board of Equalization Operations Memorandum No. 1023. (a) Developer further agrees that if Developer retains contractors or subcontractors to perform a portion of work on the Project, and said contracts or subcontracts are valued at $5,000,000 or more, said contracts or subcontracts must contain the provisions set forth in Section 6.6 above. (b) The Director of Finance of the City is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 6.6 upon proof to the reasonable satisfaction of the Director of Finance that Developer and/or its contractors or subcontractors have made good faith efforts to obtain said permit or sub -permits, but were denied the same by the State Board of Equalization 6.7 Tbird-Party Agreements Restricting Uses on Pro ert .Developer warrants and represents that it has not and will not enter into any agreements with third - parties, or record any restrictions against the Property, which directly or indirectly limit the potential uses for the Property that are currently permitted pursuant to this Agreement or in the 199 North Continental Boulevard Specific Plan in any respect including without limitation the particular retailers, types and/or sizes of structures or businesses, types of uses, or the owners of any businesses allowed on the Property. The Developer may request that the City Council consent to any such restriction which consent may be withheld in the City Council's sole discretion. 7. City/Developer Agreements. 7.1 Expedited Processing.The City must process, at Developer's expense, in an expedited manner all plan checking, hearings, excavation, grading, building, encroachment and street improvement permits, certificates of occupancy, certificate of performance, 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 -11- 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. 7.2 Processing Cooperation and Assistance.'ro the extent permitted by law, the City must 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 and in any dealings with federal, state and other local governmental and quasi -governmental entities concerning issues affecting the Property. The City will endeavor to keep the Developer fully informed with respect to its communications with such agencies which could impact the development of the Property. 7.3 Processin Durin2 Third Party ifi 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 will not hinder, delay or stop the development, processing or construction of the Project, approval of the Future Approvals, or issuance of ministerial permits or approvals, unless the third party obtains a court order preventing the activity. 7.4 Monument Si na e. Developer may erect up to two monument signs for the Project at 199 North Continental Boulevard in compliance with the 199 North Continental Boulevard Specific Plan and the ESMC, at the locations designated on Exhibit "C." 8. Modification/Suus ensiop.Pursuant to Government Code § 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 will 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 will be restored to their full original effect. 9. Demonstration of Good Faith Compliance. 9.1 Review of Com liance.ln accordance with Government Code § 65865.1, this Section 9 and the Applicable Rules, once each year, on or before each anniversary of the Effective Date, the Planning and Building Safety Director will review the extent of the Developer's good faith substantial compliance with the terms and MVM provisions of this Agreement as well as the performance by the City of its obligations under this Agreement ("Periodic Review"). 9.2 Good Faith Coin liance.During each Periodic. Review, the Developer must, within thirty (30) days before the annual Effective Date, submit a written status report that, during the preceding twelve (12) month period, it has been in good faith compliance with this Agreement. For purposes of this Agreement, the phrase "good faith compliance" means 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. 9.3 Information to be Provided to Develo er.Fourteen (14) days before the annual Effective Date the City must deliver to the Developer a copy of all staff reports prepared in connection with a Periodic Review, any prior staff reports generated during the review period, written comments from the public and, to the extent practical, and all related exhibits concerning such Periodic Review. Subject to the provisions of Section 14.1 below, upon the Developer's request, the Developer must be given a full and adequate opportunity to be heard orally and in writing regarding its performance and, at its option, the City's performance under the Agreement before the completion of the City Planning and Building Safety Director's Periodic Review. 9.4 Notice Of Non -Coin Hance C'Ure Ri ghts.Subject to the provisions of Section 14.1 below, if at the completion of Periodic Review, the City Planning and Building Safety Director reasonably concludes on the basis of substantial evidence that as to any parcel or parcels comprising the Property: i) the Developer has not demonstrated that it is in good faith compliance with this Agreement, and ii) that the Developer is out of compliance with a specific substantive term or provision of this Agreement, then the City Planning and Building Safety Director may issue and deliver to the Developer a written Notice of Violation as set forth in Section 11.1 below. 9.5 Determination of Developer's Com liance.1f the Planning and Building Safety Director determines that the Developer demonstrated that it is in good faith compliance with this Agreement, City must, upon Developer's written request, issue a review letter in recordable form that this Agreement remains in effect and Developer is not in default ("Review Letter"). The Planning and Building Safety Director's determination regarding a Review Letter is final and non -appealable by the public. (a) If the Developer appeals to the Planning Commission a determination by the Planning and Building Safety Director that the Developer is not in compliance with this Agreement and the Planning Commission determines that the Developer has demonstrated that it is in good faith compliance with this Agreement, the Planning Commission's determination is final and non -appealable by the public. -13- 19 (b) If the Developer appeals to the City Council a determination by the Planning Commission that the Developer is not in compliance with this Agreement, and the City Council determines that the Developer demonstrated that it is in good faith compliance with this Agreement, the City Council's determination is final and non -appealable by the public. 9.6 Failure of Periodic Review.The City's failure to review, at least annually, compliance by the Developer with the terms and conditions of this Agreement does not constitute nor can it be asserted by any Party as a breach by any other Party of this Agreement. If the City has not completed an annual review in any twelve (12) month period, Developer may request in writing a Review Letter. If City fails to provide a Review Letter within sixty (60) days, Developer will be deemed to be in conformity with this Agreement as of Developer's request date. 10. Excusable Delays., Performance by any Party of its obligations hereunder are excused during any period of "Excusable Delay," as hereinafter defined, provided that the Party claiming the delay gives written notice of the delay to the other Party as soon as reasonably possible after the same has been ascertained. For purposes hereof, Excusable Delay means delay that directly affects, and is beyond the reasonable control of, the Party claiming the delay, including without limitation; i) acts of God; i) civil commotion; ii) riot; iii) strike, picketing or other labor dispute; iv) shortage of materials or supplies; v) damage to work in progress by reason of fire, flood, earthquake or other casualty; vi) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or mandated by a governmental entity other than City; vii) 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; viii) delays caused by any default by City or the Developer hereunder; ix) delays due to the presence or remediation of hazardous materials. The term of this Agreement will automatically be extended by any period of Excusable Delay. 11. Default Provisions. 11.1 Default.Either Party to this Agreement will have breached this Agreement if it materially breaches any of the provisions of this Agreement and the same is not cured within the time set forth in a written notice of violation (the "Notice of Violation") from the non -breaching Party to the breaching Party, which period of time shall not be less than ten (10) days for monetary defaults, and not less than sixty (60) days for non -monetary defaults from the date that the notice is deemed received, provided if the breaching Party cannot reasonably cure a non -monetary default within the time set forth in the notice, then the breaching Party is not in default if it commences to cure the default within such time limit and diligently effects such cure thereafter. Failure or delay in giving notice of any default does not constitute a waiver of any default nor change the time of default. If the City determines that a default may have occurred, the City must 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 §§ 65867 and 65868. At the time and place set for the hearing on termination, the Developer will be given an opportunity to be heard. If the City Council finds, based upon the evidence, -14- 11,1111, I'll 40 that the Developer is in breach of this Agreement, the City Council may modify or terminate this Agreement. 11.2 Content of Notice of Vi,olation.Every Notice of Violation must 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 is deemed given in accordance with Section 19 hereof. 11.3 Remedies for Breach.The Parties agree that the remedies for breach of this Agreement are limited to the remedies expressly set forth in this subsection. The remedies for breach of this Agreement by City or Developer are limited to injunctive relief and/or specific performance. 12. Mortgagee Protection.This Agreement does not prevent or limit the Developer, in any manner, at Developer's sole discretion, from encumbering the Property or any portion thereof or any improvements thereon by any mortgage, deed of trust or other security device. The City acknowledges that the lender(s) providing such financing ("Mortgagee") may require certain Agreement interpretations and agrees, upon request, from time to time, to meet with the Developer and representatives of such lender(s) to provide within a reasonable time period the City's response to such requested interpretations. The City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof, including without limitation the purchaser at a judicial or non judicial foreclosure sale or a person or entity who obtains title by deed -in - lieu of foreclosure on the Property is entitled to the rights and privileges stated herein. 12.1 Mortgage Not Rendered 1nvalid.Neither entering into this Agreement nor a breach of this Agreement will 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 has an obligation or duty under this Agreement to perform the Developer's obligations, or to guarantee such performance, before taking title to all or a portion of the Property. 12.2 Rea uest for 'Notice. to Mort a�e 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, is entitled to receive a copy of any Notice of Violation delivered to the Developer. 12.3 Mortgagee's Time to Cure.The City must provide a copy of any Notice of Violation to the Mortgagee within ten (10) days of sending the Notice of Violation to the Developer. The Mortgagee has the right, but not the obligation, to cure the default for a period of thirty (30) days after receipt of such Notice of Violation. Notwithstanding the foregoing, if such default is a default that can only be remedied by such Mortgagee obtaining possession of a Property, or any portion thereof, and such -15- MI Mortgagee seeks to obtain possession, such Mortgagee has until thirty (30) days after the date of obtaining such possession to cure or, if such default cannot reasonably be cured within such period, to commence to cure such default, provided that such default is cured no later than one (1) year after Mortgagee obtains such possession. 12.4 Cure leights.Any Mortgagee who takes title to all of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, will 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 is such Mortgagee liable for any defaults or monetary obligations of the Developer arising before acquisition of title to the Property by such Mortgagee, except that any such Mortgagee is not 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, are paid. 12.5 Bankrul.)tcy,lf any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving the Developer, the times specified in Section 12.3 above will be extended for the period of the prohibition, except that any such extension cannot extend the term of this Agreement. 12.6 Disaffirmation.If this Agreement is terminated as to any portion of the Property by reason of: (i) any default or (ii) as a result of a bankruptcy proceeding, this Agreement is disaffirmed by a receiver, liquidator, or trustee for the Developer or its property, the City, if requested by any Mortgagee, will 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. 13. Estoppel Certificate.At any time and from time to time, the Developer may deliver written notice to City and City may deliver written notice to the Developer requesting that such Party certify in writing that, to the knowledge of the certifying Party: i) this Agreement is in full force and effect and a binding obligation of the Parties; ii) this Agreement has not been amended, or if amended, the identity of each amendment; and iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach. The Party receiving such a request must 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 constitutes 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 Planning and Building Safety Director is 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. -16- 14. di'ninistration of A reemej t. 14.1 Appeal of Staff' Determinations.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 cannot seek judicial review of any staff decision without first having exhausted its remedies pursuant to this Section. Final determinations by the City Council are subject to judicial review subject to the restrictions and limitations of California law. 14.2 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 of performance of City and Developer. If and when, from time to time, during the term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they will effectuate such clarification through operating memoranda approved in writing by City and Developer, which, after execution, will 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 do not constitute an amendment to this Agreement but are mere ministerial clarifications. Consequently, public notices and hearings are not required. The City Attorney is authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 15 below. The authority to enter into such operating memoranda is delegated to the Planning and Building Safety Director, and the Planning and Building Safety Director is authorized to execute any operating memoranda without further City Council action. 14.3 Certificate of Performance. Upon the completion of the Project, or the completion of development of any parcel within the Project, or upon completion of performance of this Agreement or its earlier revocation and termination, the City must provide the Developer, upon the Developer's request, with a statement ("Certificate of Performance") evidencing said completion or revocation and the release of the Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance must be signed by the appropriate agents of the Developer and the City and 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. 15. Amendment or Termination by Mutual Consent.Except as otherwise set forth herein, this Agreement may only be amended or terminated, in whole or in part, by mutual consent of City and the Developer, and upon compliance with the provisions of Government Code § 65868. -17- 16. Indemnification/Defense. 16.1 Indemnification of Agreennent.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 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 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 sums paid out in settlement or otherwise. For purposes of this Section "the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. 16.2 Defense of A reement.lf the City accepts Developer's indemnification and defense as provided in Section 16.1 above, the City agrees to and must 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 16 will survive the termination of this Agreement. 17. Time of Essence.Time is of the essence for each provision of this Agreement of which time is an element. 18. Effective Date.This Agreement shall become operative on the date the Enabling Ordinance becomes effective (the "Effective Date") pursuant to Government Code section 36937 which is thirty (30) days after the ordinance is approved. 19. 1`otices.Any notice that a party is required or may desire to give the other shall 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, or iv) by facsimile, evidenced by confirmed receipt, addressed as follows (subject to the right of a party to designate a different address for itself by notice similarly given): If to City: City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: City Clerk -18- 411111 With a Copy to: Jenkins & Hogin LLP Manhattan Towers 1230 Rosecrans Avenue, Suite 110 Manhattan Beach, CA 90266 Attention: Mark D. Hensley, Esq. Telephone (310) 643-8448 Facsimile (310) 643-8441 With a Copy to: City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: Planning Director If to Developer: JF El Segundo Owner, LLC 340 Royal Poinciana Way, Suite 306 Palm Beach, FL 33480 Attention: Richard A. Mielbye Senior Vice President, Development Telephone: (561) 227-1366 Facsimile (561) 659-7318 With a Copy to: Seltzer Caplan McMahon Vitek 750 B Street, Suite 2100 San Diego, CA 92101 Attention: Cynthia Morgan, Esq. Telephone: (619) 685-3064 Facsimile (619)702-6860 19.1 Notice Receipt. Any notice given by mail are deemed to have been given as of the date of delivery (whether accepted or refused) established by United States Post Office, return receipt, or the overnight carrier's proof of delivery, as the case may be. Notices given in any other manner are effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m., local time of the recipient, of any business day with delivery made after such hours deemed received the following business day. A party's address may be changed by written notice to the other party effective upon actual receipt of such notice. 20. Entire A greement.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 cannot be amended, except as expressly provided herein. -19- With a Copy to: Jenkins & Hogin LLP Manhattan Towers 1230 Rosecrans Avenue, Suite 110 Manhattan Beach, CA 90266 Attention: Mark D. Hensley, Esq. Telephone (310) 643-8448 Facsimile (310) 643-8441 With a Copy to: City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: Planning Director If to Developer: JF El Segundo Owner, LLC 340 Royal Poinciana Way, Suite 306 Palm Beach, FL 33480 Attention: Richard A. Mielbye Senior Vice President, Development Telephone: (561) 227-1366 Facsimile (561) 659-7318 With a Copy to: Seltzer Caplan McMahon Vitek 750 B Street, Suite 2100 San Diego, CA 92101 Attention: Cynthia Morgan, Esq. Telephone: (619) 685-3064 Facsimile (619)702-6860 19.1 Notice Receipt. Any notice given by mail are deemed to have been given as of the date of delivery (whether accepted or refused) established by United States Post Office, return receipt, or the overnight carrier's proof of delivery, as the case may be. Notices given in any other manner are effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m., local time of the recipient, of any business day with delivery made after such hours deemed received the following business day. A party's address may be changed by written notice to the other party effective upon actual receipt of such notice. 20. Entire A greement.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 cannot be amended, except as expressly provided herein. -19- 21. Waiver.No waiver of any provision of this Agreement constitutes a waiver of any other provision, whether or not similar, nor can any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver is binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 22. Severabi�If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement is effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 23. Relationship of the Parties.lach 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 can be construed as creating the relationship of partners, joint ventures or any other association of any kind or nature between City and Developer, jointly or severally. 24. No Third Party Beneficiaries.1his Agreement is made and entered into for the sole benefit of the Parties and their successors in interest. No other person or party has any right of action based upon any provision of this Agreement. 25. Recordation of Agreement and Aniendments.This Agreement and any amendment thereof must be recorded with the County Recorder of the County of Los Angeles by the City Clerk of City. 26. Cooperation Between. Cit;yand Developer.City and Developer will execute and deliver to the other all such other and further instruments and documents as may be reasonably necessary to carry out the purposes of this Agreement. Upon satisfactory performance by Developer, and subject to the continuing cooperation of the Developer, City will commence and in a timely manner proceed to complete all steps necessary for the implementation of this Agreement and development of the Project or Property in accordance with the terms of this Agreement. 27. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they are not a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Applicable Rules or the Project Approvals or the Future Approvals, the provisions of this Agreement control. 28. Joint Pr`e aration.This Agreement was prepared jointly and equally by the Parties, and it cannot be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. 29. Governing Law and Ven e.This Agreement is made, entered into, and executed in the County of Los Angeles, California, and the laws of the State of California govern its interpretation and enforcement. Any action, suit or proceeding related to, or -20- arising from, this Agreement must be filed in the appropriate court having jurisdiction in the County of Los Angeles. 30. Collntea,) rIsT 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. 31. 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 falls upon a Saturday, Sunday or holiday observed by federal savings banks in the State of California, the date for such determination or action is extended to the first business day immediately thereafter. 32. Not a Public Dedication.Except as otherwise expressly provided herein, nothing herein contained is 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 has the right to prevent or prohibit the use of the Property, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose which is not consistent with the development of the Project. Any portion of the Property conveyed to the City by the Developer as provided herein can be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City will 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. 33. 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. 34. 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. 35. Exhibits. -21- All exhibit attached hereto are hereby incorporated herein by this reference. IN WITNESS WHEREOF, Developer and City have executed this Development Agreement. CITY: CITY OF EL SEGUNDO, a municipal corporation BY. . Name: Eric . Busch Title: mayor ATTE$rah � °a� I .,;s ,7 -22- I Jn 407 June 2, 2010 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO On June 1, 2010, before me, Cathy Domann, Deputy City Clerk, personally appeared Eric K. Busch, Mayor of the City of El Segundo, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which the persons acted, executed the instrument. I certify under the Penalty of Perjury under the laws of the Sate of California that the foregoing paragraph is true and correct. Witness my hand and Official Seal. Cathy of nann, Deputy City Clerk Cindy Mortesen, City Clerk lm-lensle�, ily Attorney &M DEVELOPER: JF EL SEGUNDO OWNER, LLC a Florida limited liability company Y: Name 00 Title: PAPlanning and Building Safety\PROJECTS (Planning)\\826-550\EA-844\CC 04.06.10\EA-844.CC.Development Agreement.04.06. l0.doc -23- 4U/3 ., Cindy Mortesen, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney P:\Planning and Building Safety\PROJEM (Planning)\\826-550\EA-844\CC 04.06.10\EA-844.CC.Development Agmsnent.04.06.10.doc IWAE EXHIBIT "A" PROPERTY DESCRIPTION IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 7343, AS PER MAP FILED IN BOOK 76, PAGE 64, OF PARCEL MAPS, TOGETHER WITH THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, AS SHOWN ON A MAP FILED IN CASE NO. 11629 OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, FOR THE COUNTY OF LOS ANGELES, BOTH IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERLY CORNER OF SAID PARCEL 1; THENCE, ALONG THE EASTERLY LINE OF SAID PARCEL 1, SOUTH 00004'35" WEST, 100.00 FEET; THENCE, LEAVING SAID EASTERLY LINE THE FOLLOWING SIXTEEN (16) COURSES: 1. NORTH 89055'25" WEST, 264.04 FEET; 2. NORTH 00004'35" EAST, 51.96 FEET; 3. NORTH 89055'25" WEST, 44.27 FEET; 4. SOUTH 00004'35" WEST, 51.96 FEET; 5. NORTH 89055'25" WEST, 4.73 FEET; 6. SOUTH 00004'35" WEST, 42.29 FEET; 7. NORTH 89055'25" WEST, 38.75 FEET; 8. SOUTH 00004'35" WEST, 33.25 FEET; 9. NORTH 89055'25" WEST, 106.62 FEET; 10. SOUTH 00004'35" WEST, 12.93 FEET; 11. NORTH 89055'25" WEST, 67.65 FEET; 12. NORTH 00004'35" EAST, 38.60 FEET; 13. NORTH 89055'25" WEST, 77.76 FEET; 14. NORTH 00004'35" EAST, 100.75 FEET; 15. SOUTH 89055'25" EAST, 25.63 FEET; 16. NORTH 00004'35" EAST, 49.12 FEET TO THE NORTHERLY LINE OF SAID PARCEL 1; THENCE, ALONG SAID NORTHERLY LINE, SOUTH 89°55'25" EAST, 578.19 FEET TO THE POINT OF BEGINNING. EXHIBIT `B" ASSIGNMENT AND ASSUMPTION AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO CITY CLERK CITY OF EL SEGUNDO 350 Main Street El Segundo, California 90245 EXEMPT FROM RECORDER'S FEES Pursuant to Government Code § 6103 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, JF El Segundo Owner, LLC a Florida limited liability company ("Assignor") assigns, without warranty except as set forth herein to ("Assignee"), all of Assignor's rights and benefits set forth in that certain Development Agreement between the City of El Segundo and Assignor adopted by the City Council by Ordinance No. 1441 ("Development Agreement") as to only the land described in the attached Exhibit "A" ("Property") incorporated by this reference ("Assignment"). The Development Agreement was recorded at in the official records of Los Angeles County, California. Assignor warrants to Assignee that, as of the date hereof, Assignor is not in breach of the Development Agreement. Effective upon the consent to this Assignment by the City of El Segundo, Assignor shall be fully and unconditionally released and discharged from all further liabilities and obligations arising under the Development Agreement as to the Property. This Assignment and Assumption Agreement and the Acceptance and Consent attached as Exhibit `B" and "C" and incorporated by this reference, may be executed in multiple counterpart copies, all of which, taken together, shall constitute a single document. This Assignment and Assumption Agreement has been executed at Florida as of the day of , 20 . ASSIGNOR: JF EL SEGUNDO OWNER, LLC a Florida limited liability company By:... Name: Title: EXHIBIT "B" ASSIGNMENT AND ASSUMPTION AGREEMENT PROPERTY DESCRIPTION IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 7343, AS PER MAP FILED IN BOOK 76, PAGE 64, OF PARCEL MAPS, TOGETHER WITH THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, AS SHOWN ON A MAP FILED IN CASE NO. 11629 OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, FOR THE COUNTY OF LOS ANGELES, BOTH IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERLY CORNER OF SAID PARCEL 1; THENCE, ALONG THE EASTERLY LINE OF SAID PARCEL 1, SOUTH 00°04'35" WEST, 100.00 FEET; THENCE, LEAVING SAID EASTERLY LINE THE FOLLOWING SIXTEEN (16) COURSES: 1. NORTH 89055'25" WEST, 264.04 FEET; 2. NORTH 00004'35" EAST, 51.96 FEET; 3. NORTH 89055'25" WEST, 44.27 FEET; 4. SOUTH 00004'35" WEST, 51.96 FEET; 5. NORTH 89055'25" WEST, 4.73 FEET; 6. SOUTH 00004'35" WEST, 42.29 FEET; 7. NORTH 89055'25" WEST, 38.75 FEET; 8. SOUTH 00004'35" WEST, 33.25 FEET; 9. NORTH 89055'25" WEST, 106.62 FEET; 10. SOUTH 00004'35" WEST, 12.93 FEET; II. NORTH 89055'25" WEST, 67.65 FEET; 12. NORTH 00004'35" EAST, 38.60 FEET; 13. NORTH 89055'25" WEST, 77.76 FEET; 14. NORTH 00004'35" EAST, 100.75 FEET; 15. SOUTH 89055'25" EAST, 25.63 FEET; 16. NORTH 00004'35" EAST, 49.12 FEET TO THE NORTHERLY LINE OF SAID PARCEL 1; THENCE, ALONG SAID NORTHERLY LINE, SOUTH 89°55'25" EAST, 578.19 FEET TO THE POINT OF BEGINNING. EXHIBIT `B" ASSIGNMENT AND ASSUMPTION AGREEMENT ACCEPTANCE Assignee, accepts the Assignment of the Development Agreement under that certain Assignment and Assumption Agreement dated , 2010 and assumes all duties, obligations and warranties without reservation as Assignor arising from the Development Agreement for the Property. This Acceptance has been executed at , as of the day of 72010. ASSIGNEE: By: Name: Title: EXHIBIT "C" ASSIGNMENT AND ASSUMPTION AGREEMENT CONSENT The City of El Segundo hereby consents to the Assignment of the Development Agreement from the Assignor to the Assignee. Assignor is not in breach of the Development Agreement. Assignor is fully and unconditionally released and discharged from all further liabilities and obligations arising under the Development Agreement. This Consent has been executed at El Segundo, California, as of the day of .2010. CITY OF EL SEGUNDO Bv. Name: Title: City Manager ATTEST City Clerk APPROVED AS TO FORM: City Attorney 4u�,3 4, 0 EXHIBIT "C" MONUMENT SIGN DEPICTION B Y' il il (") 1 (,',1 E 1110 1" E L S CAMBWL4, SIAFFIFS sigilinage, mallillill4l Qw-adion L4 � ex..... 0 ... . . ......... ...... ..... 'H ", .IWIQ I WMA � 3 9 I R 0 IU im 1 ,871, Ilt n 0 Vy air U) w ui LLI -j uj wj 4 ciao 0 (n LL CD En It wDe ul w0 0 F- M U) 0 LL W w UJ wCaF lu LU z 0 0 w 2 m CY 6 z LL LL ........ ..... a 13 In In w CC 0 v4 O W. ......... 0 0 7 0 ---- I-- z _j Ily _j W Z w W Z > LU _j -j w > W 0 -1 C-4 z cli W tn w 13 0 W . . ........ .. in inU) W w 4( lir m w < Fe co Is I-- w rLi 4U, 6 Z�q CAMBRIA SUITES, @ EL SEGLJNDO, CA Total Sign Area - Calculated: Total Building Face 9247SF Allowed: 5% of Building Face 462 SIR Sign Propose& <1 % of Building Face 78 SF Maximum allowed signage @ Entry Foyer Feature Signage "D" Calculated: Total Building Face 3596 SF Allowed. 5% of Building Face 180 SF Sign Proposed; 2% of Building Face 7B SF Mounting Height, Signs A & B mounted at grade Signs C & QapA�,untedat +/- 67'-0" ibove grade