Loading...
ORDINANCE 1345ORDINANCE NO. 1345 AN ORDINANCE OF THE EL SEGUNDO CITY COUNCIL REGARDING AN APPLICATION FROM TPG -El SEGUNDO PARTNERS, LLC APROVING SPECIFIC PLAN NO. 01 -1, DEVELOPMENT AGREEMENT NO. 01 -1, GENERAL PLAN AMENDMENT NO. 01 -2, ZONE CHANGE NO. 01 -1, ZONE TEXT AMENDMENT NO. 01 -1, ADMINISTRATIVE USE PERMIT NO. 01 -1, AND SUBDIVISION NO. 01 -5 (VESTING TENTATIVE TRACT NO. 53570) FOR THE EL SEGUNDO CORPORATE CAMPUS PROJECT. The City Council of the City of El Segundo does resolve as follows: SECTION 1: The City Council finds and declares that: A. On May 3, 2001, TPG -El Segundo Partners, LLC, filed an application for Environmental Assessment No. 548, Development Agreement No. 01 -1, Administrative Use Permit No. 01 -1, and Subdivision No. 01 -5 (Vesting Tentative Tract No. 53570) to develop a vacant 46.53 -acre vacant property bounded by Atwood Way, Douglas Street, Mariposa Avenue, and Nash Street for a 2,500,000 gross square foot mixed -use project, to permit the on- site sale and consumption of alcohol at restaurants and hotels in the project site, and to divide the property into 26 separate lots. B. On July 26, 2001; TPG -EI Segundo Partners, LLC, filed an application for General Plan Amendment No. 01 -2 and Zone Change No. 01 -1 to amend the land use designation for the property from Urban Mixed Use -North to Corporate Campus Specific Plan and to amerld the Zoning Map to change the zoning from Urban Mixed -Use North (MU -N) to Corporate Campus Specific Plan (CCSP). C. On September 26, 2001, TPG -El Segundo Partners, LLC, filed an application for Specific Plan No. 01 -1 to adopt a specific plan (Corporate Campus Specific Plan — CCSP) for the property establishing permitted uses and development standard that would supersede the existing MU -N zoning on the project site. D. On October 12, 2001, TPG -El Segundo Partners, LLC, filed an application for Zone Text Amendment No. 01 -1 to amend El Segundo Municipal Code ( "ESMC ") § 15 -3 -2 by listing the proposed Corporate Campus Specific Plan as one of the specific plan zones within the City. E. TPG -EI Segundo Partners, LLC's, application and supporting evidence was reviewed by City's Department of Community, Economic and Development Services for, in part, consistency with the General Plan and conformity with the ESMC. F. In addition, the City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA "), the regulations promulgated thereunder (14 Cal. Code of Regulations § §15000, et seq., the "CEQA Guidelines "), and the City's Environmental Guidelines (City Council Resolution No. 3805, adopted March 16, 1993). ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 1 G. The Department of Community Economic and Development Services completed its review and scheduled a public hearing regarding the application before the Planning Commission for October 25, 2001. H. On October 25, November 8, 15, and December 6, 2001, the Planning Commission held duly advertised public hearings in the Council Chamber of the El Segundo City Hall, 350 Main Street to receive public testimony and other evidence regarding the application including, without limitation, information provided to the Commission by TPG -El Segundo Partners, LLC. The Planning Commission considered the information provided by, without limitation, City staff, public testimony, and TPG -El Segundo Partners, LLC. The Planning Commission adopted Resolution No. 2517 recommending approval of the proposed project. That Resolution, and its findings, were made based upon the evidence presented to the Commission at its October 25, November 8, 15, and December 6, 2001 hearing including, without limitation, the staff reports submitted by the Department of Community Economic and Development Services. J. On December 18, 2001, the City Council held duly advertised public hearing in the Council Chamber of the El Segundo City Hall, 350 Main Street to receive public testimony and other evidence regarding the application including, without limitation, information provided to the city Council by TPG -El Segundo Partners, LLC. K. The City Council considered the information provided by, without limitation, City staff, public testimony, and TPG -El Segundo Partners, LLC. This Resolution, and its findings, are made based upon the evidence presented to the Planning Commission at its October 25, November 8, 15, and December 6, 2001 and at the City Council hearing on December 18, 2001, including, without limitation, the staff reports submitted by the Department of Community, Economic and Development Services. L. On January 2, 2002 the City Council adopted Resolution No. 4241 certifying the Final Environmental Impact Report for Environmental Assessment No. 548, Specific Plan No. 01 -1, Development Agreement No. 01 -1, General Plan Amendment No. 01 -2, Zone Change No. 01 -1, Zone Text Amendment No. 01 -1, Administrative Use Permit No. 01 -1, And Subdivision No. 01 -5 (Vesting Tentative Tract No. 53570), adopting a Statement of Overriding Considerations, and adopted a Mitigation Monitoring and Reporting Program as required by CEQA. SECTION 2: Factual Findings. The Commission finds that the following facts exist: A. The proposed project as originally submitted was to have included approximately 2,000,000 gross square feet of offices. A mix of commercial and industrial uses consisting of approximately 100,000 gross square feet of research & development/light industrial, 75,000 gross square feet of telecommunications /web hosting, 153,000 gross square feet of retail, 82,000 gross square feet of restaurants, a 20,000 gross square foot health club, 100,000 gross square feet of hotel /conference facilities, 10,000 gross square feet of medical /dental offices, and a 10,000 gross square foot day care center would comprise a minimum of approximately 20 percent of the total building area. The originally proposed floor area ratio would be 1.15:1. ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 2 B. Through negotiations with staff, the applicant proposed to reduce the size of the project. The proposed reduced project includes approximately 1,740,000 gross square feet of offices comprising approximately 80 percent of the project. A mix of commercial and industrial uses consisting of approximately 100,000 gross square feet of research & development/light industrial, 65,000 gross square feet of telecommunications /web hosting, 75,000 gross square feet of retail, 75,000 gross square feet of restaurants, a 19,000 gross square foot health club, 87,000 gross square feet of hotel /conference facilities, 7,000 gross square feet of medical /dental offices, and a 7,000 gross square foot day care center would comprise a minimum of approximately 20 percent of the total building area. The CCSP would also allow for alternative mixes of non - office uses within the 20 percent requirement. C. The proposed reduced project would permit up to 2.175 million rg oss square feet of built area on approximately 46.53 acres of land. The reduced project represents a 375,000 gross square foot reduction (approximately 15 percent) in project size from that originally submitted. The net floor area, as defined in ESMC § 15 -1 -6, would be a maximum of 2.00 million square feet. Based on the net floor area, the overall development floor area ratio (FAR) would be 0.99:1. The 0.99:1 FAR would exclude the fire station building (approximately 14,400 square feet) and any community buildings (i.e., restrooms, maintenance buildings, snack shop) that would be located on the five -acre park site. For purposes of the proposed project, the FAR would be based on the entire 46.53 -acre site. The land to be dedicated for the fire station and "A" and "B" Streets, as well as the five - acres to be purchased by the City for parkland would not be deducted from the site area for FAR purposes. The Specific Plan would provide for the transfer of density rights within the plan area. As a result, FARs on individual parcels may range from approximately 0.00:1 to 5.81:1. Eleven of the proposed parcels would have no FAR at all because two parcels (No. 5 and 9) would only contain parking structures, three parcels (No. 1, 13, and 17) would only contain surface parking lots, another three parcels (No. 21, 23, and 26) would contain only common open space areas, and three parcels (No. 10, 11, and 12) represent the location of the proposed fire station site and five acre recreational site. Each parcel will have a covenant recorded stating the maximum FAR permitted on the parcel. However, the Specific Plan would prohibit the overall FAR to exceed 0.99:1. D. The property is designated by the City of El Segundo General Plan Land Use Element as Urban Mixed -Use North; and, Zoned Urban Mixed Use -North (MU -N). The property also is within the Multimedia Overlay (MMO) Zone. E. The proposed project site, formerly occupied by Rockwell International, is located in the City of El Segundo at the southwestern edge of the Los Angeles coastal basin, approximately 0.5 miles south of the Los Angeles International Airport (LAX). The proposed project site is situated slightly more than one -mile inland (east) from the Pacific Ocean. The City of Los Angeles' territorial boundary is a few blocks to the north of the proposed project site. The proposed project site is bounded by Douglas Street on the east, Nash Street on the west, Mariposa Avenue on the south, and Atwood Way on the north. Additionally, the elevated Metro Green Line runs along the north of the property, turning south across the northwest portion of the property, and continues south along the west side of Nash Street adjacent to the project site. F. Rockwell International used the property from 1953 to 1990 to manufacture metals and composite aircraft parts. During that time, numerous buildings and underground storage ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 112/02 PAGE NO. 3 tanks were located on the site. The proposed project site has remained as level, unimproved land since 1992 when Rockwell International demolished their facilities on the site. G. Several dozen. underground storage tanks (UST's) and /or pits were used by Rockwell in the operation of the plant. Rockwell began removing the UST's and closing pits in the late 1980s under the supervision of the Los Angeles County Department of Public Works (LACDPW). In the early 1990s, a site wide investigation was conducted to determine if the past use of the property had impacted the project site. Remedial activities at this time consisted of excavating contaminated soil, as required by the LACDPW. Groundwater and soil contaminated with volatile organic compounds (VOCs) and petroleum hydrocarbons were discovered in 1994 at the southwest corner of the project site. Although much of the impacted soil was excavated from the project site, VOC contaminated soil and groundwater were permitted to be left in place by the appropriate State agencies. A subsequent risk assessment based upon conservative residential exposure scenarios determined that the contamination left in place did not present a significant threat to human health or the environment. The Los Angeles Regional Water Quality Control Board (LARWQCB), California Department of Toxic Substance Control (DTSC) and the LACDPW have all been involved with remedial activities at the project site. These agencies have determined that the site is safe to use for any type of development, which would include recreational facilities. None of the agencies has requirements for further investigation at this time. Based on this information, no further action or investigation is required at this time concerning the historical use of the project site and there is no evidence to indicate that use of any portion of the property would expose anyone to contaminated soil. Thus, the park can be safely located on any portion of the project site, including the southeast or southwest corner. H. The proposed project would be built in ten phases over seven years with construction expected to begin in 2002 and completed in 2009. The particular building to be built in each phase would depend on market conditions at the time. Each phase is currently expected to begin 18 months apart. A proposed phasing plan is included in the Draft Environmental Impact Report (Page II -11). I. The specific plan would allow a maximum of 80 percent of the floor area (1,740,000 gross square feet) to be developed with office uses. The remaining 20 percent (435,000 gross square feet) would be required to be non -office uses permitted in the Specific Plan, such as commercial, retail, and light industrial uses. J. A minimum of 20 percent of each phase that is developed will be required to be non - office to ensure the balance between office and non - office is maintained as development progresses. Section 6.2 of the Development Agreement provides a deferral of the first 50,000 square feet of non- office floor area in consideration for the dedication of the one - acre fire stations site. An additional 150,000 square foot deferral of non -office uses in consideration for the sale of the park site has also been negotiated between the City and the applicant to be applied to any phase of development at the applicant's discretion. As a result, up to 1,000,000 square feet of office floor area could be constructed before the requirement that non - office floor area be constructed if the applicant chooses the full amount of deferral at the beginning of the project. K. The Corporate Campus Specific Plan is consistent with the Multimedia Overlay (MMO) zone. The entertainment related uses permitted in the MMO Zone are incorporated into ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 4 the Specific Plan as permitted uses. Additionally, the Specific Plan is limited to a maximum of 2,175,000 square feet of total development in the Specific Plan area regardless of the type of use. L. The proposed project would also include the construction of private internal roadways to facilitate vehicle and pedestrian movements within and through the property. As depicted on the proposed site plan in the Specific Plan, a portion of this internal road system would link to the 1 -105 Freeway on -ramp at Atwood Way, another segment would serve as an extension of Maple Avenue, and a portion would intersect with Duley Road on the Mariposa Avenue side of the project site. As private roads, the applicant would be required to provide all maintenance on the roads. No parking would be permitted along the internal private roadways. M. To partially offset the potential power needs of the proposed project, an on -site power generation facility may be included in the project. If this component were included, it would occupy a portion of one of the parking structures. Such a power plant would be an approximately 15- megawatt, gas turbine based, combined -cycle cogeneration facility, which would supply power to all of the building in the project. N. If a large telecommunications /web hosting facility is included in the project under the permitted mix of uses, an on -site electrical substation may be required due to the unusually high electricity demands of such uses. O. The proposed subdivision, which is based on the conceptual site plan, includes 26 separate parcels of land range from 0.52 to 5.83 acres. Minimum parcel sizes in the Specific Plan are consistent with the MU -N Zone. All the proposed parcels would comply with the 10,000 square foot lot area minimum. Each parcel would provide access to either one of the perimeter street public rights -of -way or one of the proposed private internal roadways. The Specific Plan would not require all parcels to abut public streets, as is the case in the MU -N Zone. All of the internal private roadways will be required to be maintained for public access through the recording of covenants or easements. P. The Maple Avenue extension ( "A" Street on the Vesting Tentative Tract Map) and connector road to 1 -105 on ramp at Atwood Way ( "B" Street on the Vesting Tentative Tract Map) would be designed to meet full public roadway widths defined in the Circulation Element of the General Plan. By constructing these roadways to meet full public roadway standards, the Development Agreement would allow the applicant to be eligible to offset a portion of the cost of constructing these roadways and other off -site mitigation measures against the traffic mitigation fees that would be paid for the project, since these two roadways would improve traffic circulation for the area, in addition to serving the project. The remaining internal private roads would be slightly narrower than public roadway widths and are intended as typical collector roadway that would not tend to serve through traffic. As private roads, the applicant will be required to provide all maintenance on the roads. The applicant will be required to record public access easements on all the internal private roadways to insure access is provided to all parcels. No parking would be permitted along the internal private roadways. Q. Parking is proposed to be provided primarily within five on -site parking structures varying from seven to nine levels in height. As indicated on the site plan, each structure would be sized to provide the required parking for the buildings assigned to each structure. A total of 7,453 parking spaces are proposed in the five parking structures. Additionally, ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 5 272 surface parking spaces would be provided throughout the site, primarily adjacent to the commercial and restaurant portions of the project. Based upon the parking requirements contained in the Zoning Code, a total of 6,332 parking spaces would be required. A surplus of 1,353 parking spaces is proposed. R. The proposed Development Agreement establishes the permitted uses for the proposed project and minimum and maximum floor areas for certain types of uses as well. The proposed Development Agreement sets a nine -year duration of the Agreement, which is generally consistent with the proposed phasing plan for the project. The developer would also be entitled to a five -year extension. S. The Development Agreement provides for the dedication of approximately one acre of the property to the City for the construction of a planned fire station to replace existing Fire Station No. 2. The site was originally depicted on Parcel No. 11 on the southeast corner of the project at the intersection of Douglas Street and Mariposa Avenue. The Fire Station Site location has been revised to be located on Parcel 14, near the intersection of Mariposa Avenue and the Duley Road entrance driveway to the project site. Fire Station No. 2, currently at the corner of Nash Street and El Segundo Boulevard would be relocated to this new location. The Development Agreement would allow the applicant to forego payment of the standard $0.14 per square foot fire service mitigation fee in consideration for the dedication of one acre of land, valued at approximately $1,880,000. The fee would have been approximately $304,500. T. The project included the City purchase of approximately five acres of the property (Parcels 10, 11, 12, and 13) in the southeast corner for use as a public recreational facility. Subsequently, five acres in the southwest corner (Parcels 14 and 15) of the site was identified as the preferred location for the parkland purchase instead. The land would be used for such things as soccer and softball fields. The actual design of the recreational facilities and the amenities to be provided would be determined by the Parks and Recreation Commission at a later date. Through the Development Agreement, a maximum cost of $1,000,000 per acre has been agreed upon for purchase of the parkland. This equals $22.95 per square foot. The City had an independent appraisal performed, which estimated the fair market value of the land to be $1,880,000 per acre or $37.50 per square foot. An additional appraisal shall be conducted which may result in a lower final price. U. The proposed Development Agreement would require the applicant to provide the required parking for the parkland within adjacent parking structures on the project site on a shared -use basis. By agreeing to this requirement, the City will save the cost of constructing parking spaces on the park site, saving approximately $7,000- 12,000 per parking space, excluding land costs, and enabling the full five acres to be devoted to recreational uses. V. The Draft EIR analyzed a larger project than the reduced project currently being proposed by the applicant. The Draft EIR examined the environmental impacts of a project with a maximum permitted FAR of 1.15:1. The reduced project is 15 percent smaller than the project discussed in the Draft EIR. The mix of office commercial, R & D, light industrial, restaurants that are proposed in the reduced project is consistent with the mix of uses studied in the Draft EIR. The Draft EIR studied the impact of a project with 2,000,000 gross square foot of office (approximately 80 percent) and 550,000 gross ORDINANCE NO, 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 6 square feet of non - office uses. The environmental impacts for the proposed reduced project are within the scope of the project studied in the Draft EIR. W. Based on public comments in response to the Notice of Preparation and a review of environmental issues by staff, the Draft EIR analyzed the following environmental impact areas: traffic, air quality, noise, geology and soils, cultural resources, hydrology and water quality, aesthetics, land use, pollution /housing /employment, hazardous materials, public services, and utilities. The Draft EIR concluded that all potentially significant impacts identified in the Draft EIR, with the exception of traffic and air quality impacts, are at a less than significant level due to the application of relevant City policies and regulations and the imposition of project specific mitigation measures. X. Traffic impacts related to the originally proposed project at the intersections of Rosecrans Avenue /Sepulveda Boulevard and Rosecrans Avenue /Aviation Boulevard were found to be significant and unavoidable due to the infeasibility of mitigation measures to improve the intersections because of the inability to acquire right -of -way due to existing improvements for the required improvements. The Final EIR includes a traffic analysis of the reduced project. While the reduced project would reduce project related significant impacts before mitigation at the two identified significantly impacted intersections, the reduced project would not eliminate the significant unavoidable impacts at Rosecrans Avenue /Sepulveda Boulevard and Rosecrans Avenue /Aviation Boulevard. Y. The Draft EIR concluded that emissions from mobile sources associated with the originally proposed project would exceed the South Coast Air Quality Management's (SCAQMD) significance thresholds for criteria pollutants Reactive Organic Compounds (ROC) and Nitrous Oxides (NOX) at partial buildout in 2005. At full buildout of the project in the year 2010, Carbon Monoxide (CO) would also exceed SCAQMD thresholds. Because the degree of "excess" emissions substantially exceed the strict SCAQMD limits, the Draft EIR concluded that there was little potential for any mitigation measures to reduce the projects mobile emissions. As a result, the project's impacts will remain significant and unavoidable. Z. The Draft EIR concluded that the originally proposed project would exceed the state eight -hour microscale CO "hot spot" exposure limits of 20 parts per million (ppm) at four intersections due to the project traffic volumes. Additionally, the cumulative effects of the approved project identified in the Draft EIR, in combination with the proposed project would be cumulatively significant for both the State one -hour and eight -hour CO "hot spot" standards. The Cumulative one -hour impacts would affect three intersections in the P.M. peak hour only and the cumulative eight -hour impacts would affect four intersections. Therefore, there are significant individual and cumulative impacts for CO microscale "hot spots ". However, the Draft EIR was not able to identify any feasible mitigation measures available that would reduce the project related eight -hour significant impact or the cumulative impacts. As a result, these impacts would remain significant and unavoidable. While the reduced project would lower these impacts, the impacts are expected to remain unavoidable and significant with the reduced project. AA.Traffic noise impacts at a number of intersections in the project area would exceed the established three - decibel increase threshold (page IV.D -12 of Draft EIR). Traffic noise is directly related to traffic volume. The traffic noise levels from the project alone do not create a project specific noise impact. However, when combined with the traffic noise levels associated with other known projects, the traffic noise level would exceed the ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 7 established threshold. Therefore, the project would contribute to an unavoidable cumulative impact. The reduction in the size of the proposed project could reduce the number of impacted intersections, due to the reduction of trips associated with the reduced project size. A reduced project traffic noise analysis was conducted and included in the Final EIR, which indicated that one road segment identified in the Draft EIR (Nash Street from Maple Avenue to Mariposa Avenue) would no longer be considered as a cumulatively significant impact. Twelve road segments would remain with significant cumulative impacts with the reduced project. BB. Based on the disparity between projected job growth and housing construction, the Draft EIR concluded that the proposed projects incremental contribution to growth and housing demand would be cumulatively considerable, resulting in a significant cumulative impact. There are no feasible mitigation measures available to reduce the cumulative regional impact. CC. The Draft EIR concluded that the project would contribute to a significant cumulative impact on solid waste disposal capacity caused by regional growth. There are no feasible mitigation measures available to reduce the cumulative regional impact. DD. Because it is impossible to assess the direct project air quality impact on a regional scale, and because the impact is microscopically small for secondary pollutants, the SCAQMD has developed surrogate significance thresholds that are based upon the amount of emissions generated by an individual project. These emission levels (lbs /day, etc.) are meant as an indicator that there are project - related regional impacts even if the health impact cannot be quantified in terms of actual air quality. The SCAQMD thresholds are regional standards which are intended to address regional air quality issues and to help achieve compliance with State and Federal air quality plan. They are not intended to measure local health impacts on a project scale. As such, the project's exceedances of these thresholds does not mean that the project will create or contribute to unsafe health levels of air pollutants in the City. EE. Northrop Grumman Corporation (NGC) is subject to Proposition 65 and Assembly Bill 2588 notification requirements related to the use of toxic chemicals. Portions of the project site are within areas subject to NGC notification. The contour shown on the AB 2588 "cancer risk from toxic air pollution map" published by the SCAQMD for the NGC was based on a conservative health risk assessment analyzing peak emissions from the NGC facility in 1991. This health risk assessment concluded that a receptor breathing the maximum concentration of peak emissions 24 hours per day over a 70 year lifetime would have an increased cancer risk by a maximum of 61 chances in a 1,000,000. The "cancer risk from toxic air pollution map" on file in the Planning Division shows the peak emissions receptor at a location some distance from the project site on the far side (eastern) of the NGC facility. A portion of the project site is located along the outside contour of the map area, where, due to the dispersion of emissions, the increased conservative cancer risk would be, at most, 10 in 1,000,000. Because the NGC health risk assessment showed an increased cancer risk of more than 25 in 1,000,000, the SCAQMD, the local agency implementing AB 2588, required NGC to implement risk reduction measures. The measures reduced the increased cancer risk at the peak receptor from 61 in one million to 7.6 in 1,000,000. The health risks at the outside contour were also proportionately reduced. As a result, if the NGC facility were proposing this amount of emissions today as a new facility, it would not be subject to the AB 2588 notification requirements at all. The SCAQMD's health risk assessment ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 8 criteria assumed a 24 -hour a day, seven day a week exposure for 70 years. Maximum use of the park site, and the exposure to the already reduced level of NGC emissions, would be limited to a few hours per week over a much shorter time span. Thus, park users would be exposed to significantly lower levels of emissions than NGC's employees, who are present during normal work hours nearer the source. Further, this limited exposure would generally not occur during the peak emission period from the NGC facility; that is, park usage will occur primarily during evenings and weekends. Therefore, any increased cancer risks on the park site from exposure to emissions from the NGC facility would be negligible. The health risk associated with people using the park site would be less than for office tenants because an assessment of health risks to office workers would take into account the fact that workers are exposed to toxic emissions 40 hours per week. Since people would be at the park for only a few hours a week, their risk factors would even be less than indicated in the existing NGC health risk assessment and less than an assessment based on office worker exposure. SECTION 3: General Plan. The proposed project conforms with the City's General Plan as follows: A. The General Plan contains a number of relevant Goals, Objectives, and Policies in the Economic Development Element. The goal of Objective ED1 -1 is building "support and cooperation among the City of El Segundo and its businesses and residential communities for the mutual benefits derived from the maintenance and expansion of El Segundo's economic base ". The benefits of the development will be shared and supported by all constituencies in the City. The proposed project also provides benefits for the applicant with important benefits for the community as a whole. The development will provide significant fiscal benefit to the City. A Fiscal Impact Analysis has been prepared for the project to estimate the fiscal benefits to the City. B. According to Policy ED1 -1.2, long -run efforts for economic development should focus on "diversification of El Segundo's economic base in order to meet quality of life goals." The project will add to the diversification of the economic base in the City by providing for a mix of permissible uses and requiring at least 20 percent of the uses be non - office. The proposed telecommunications /web hosting use may serve as a catalyst for other internet related companies to choose El Segundo as a location for their business operations. C. Objective ED1 -2 also directs diversification of the economic base `on targeted industries that meet the City's criteria for job creation, growth potential, fiscal impact and fit with local resources." The City's Economic Development Advisory Council (EDAC) prepared a list of targeted industries, which was approved by the City Council. These industries are eligible for certain financial incentives because they meet the criteria described in Objective ED1 -2. The research and development and telecommunications /web hosting uses would be on the list of targeted industries that the City is recruiting in order to meet its diversification efforts. Therefore, the proposed project meets the diversification criteria established in the General Plan, by the EDAC, and the City Council. D. Due to the City's tax structure, a significant portion of the fiscal benefit derived from most proposed development would be attributed to the number of employees in a new development. The reduced project is proposed to generate approximately 6,722 full time jobs in El Segundo if developed as proposed. Therefore, the project meets the job creation Objective (ED1 -2) in the General Plan. ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, ALT 01 -1, SUB 01 -5 1/2/02 PAGE NO. 9 E. Policies ED1 -2.1 and ED1 -2.2, both seek to promote land uses, which improve the City's retail and commercial tax base. Since the stated purpose of the Corporate Campus Specific Plan Land Use Designation is to provide a mix of compatible commercial, offices, research and development, retail, and hotel uses, it is appropriate to examine the potential fiscal impacts of the proposed project and compare them with other potential uses of the property. The Fiscal Impact Analysis shows that the fiscal benefits for the City are consistent with the estimates that were prepared for the Grand Avenue Corporate Center (GACC). F. The applicant for the proposed project prepared a Fiscal Impact Analysis. The Fiscal Impact Analysis for the proposed project concluded that the project could generate an annual marginal fiscal benefit (project versus existing conditions) of $1,389,100. The City has independently reviewed the assumptions used in the applicant's fiscal impact analysis and agrees that the assumptions are consistent with the assumptions used in the City's own fiscal model to determine the revenues and costs associated with the project. G. The proposed project meets the City's policy of seeking balance between enhanced economic development and available resources and infrastructure capacity (Policies ED1 -2.3 and LU7 -1.2). As adequate resources are currently available within the City to serve the proposed project, as supported by the Draft EIR, a substantial new commitment of resources or infrastructure is not required. The project also proposes several roadway improvements to ensure that the project would not overburden the existing roadway infrastructure. A fire station site will be dedicated to the City to further improve public services. Based on this, the proposed project is consistent with Policy ED 1 -2.3. H. Implementation of the proposed project will meet relevant goals and policies with regard to the City Land Use Element. The project would have multiple tenants, retail uses, restaurants, and other uses which would "provide synergistic relationships which have the potential to maximize economic benefit, reduce traffic impact, and encourage pedestrian environments" as envisioned by General Plan Land Use Objective LU4 -4. These characteristics contribute to the mixed -use nature for the project. As conditioned, the proposed use on the 46.53 acre parcel is a mixed -use project as envisioned in the General Plan for the property as long as the non - office use has a approximately 435,000 square feet or a minimum of 20 percent of the square footage proposed. I. The proposed project would provide "high quality retail facilities in proximity to major employment centers" (Objective LU4 -1). The project would "encourage retail uses, where appropriate, on the ground floor of Urban Mixed -Use and corporate offices..." (Policy LU4 -3.1) and would be a "mixed -use developments within one - quarter mile of the Green Line Stations" encouraged by Policy LU4 -3.2. J. Objective LU4 -4 contains a number of Policies, specifically, LU44.3, LU4 -4.4, LU4 -4.6, and LU4 -4.8, which discuss the promotion of mixed -use projects in the Urban Mixed -Use Zone. While the project would change the Urban Mixed -Use North Zone to the Corporate Campus Specific Plan, the mix of uses is consistent with the Mixed -Use North designation. Therefore, the land use policies that apply to the Urban Mixed -Use designation would apply to the project as well. ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 10 K. The proximity of the existing Norwalk-El Segundo MTA Green Line stations will encourage employee utilization of this transportation facility and will provide a viable alternative to commuting by automobile. The applicant will also construct a Bike Station next to the Mariposa -Nash Green Line Station (mitigation measure No. B -4) to support alternative commuting. (Policies LU4 -3.2, LU4 -3.4, LU4 -4.7, and C3 -1.2, and Objective AQ3 -1). The project has been designed to provide the higher density buildings within a one - quarter mile radius of the Mariposa -Nash Green Line Station to facilitate public transit use. Commercial uses have also been concentrated along the west side of the project nearest the Green Line Station (LU4 -4.4 and LU4 -4.6). The proposed project will be accessible by other public transit (i.e., bus service, and the MTA Blue Line) and provide a shuttle van to the City for expanded public transit uses (mitigation measure No. B -2). As provided in Condition of Approval No. 6, the proposed project will include landscaping throughout all project areas that will meet coverage requirements of the City (Policy LU4 -1.1 and LU4 -3.6). L. The proposed project will be required to have strategic safety plans (MM L.1 -2) and a fire life safety plan (MM L.2 -2) in place, as well as a fire station site adjacent to the project (LU7 -1.1 and LU7 -1.2). All on -site utilities will be placed underground (1-1-17 -2.3). The potential cogeneration facility and electrical substation would be incorporated into the building architecture and screened to not detract from the appearance of the project (LU7 -2.5). The ESMC requires that all health and safety Code regulations, as well as all seismic safety, water, noise, and air standards be adhered to (LU4 -1.2 and LU4 -1.4). M. The proposed project is consistent with the policies of the City's Circulation Element. Consistent with mitigation measures B -1, B -2, B -3, and B -4, the proposed project provides pedestrian and bicycle access to the site and storage facilities and shower and clothes change facilities (Policies C2 -2.2 and C3 -1.7). The project will have sidewalks around the perimeter, walkways along all the internal roadways, and other internal pedestrian walkways with linkages to surrounding properties and public transit stops (C2 -1.3, C2 -1.6, and C2 -3.3). The proposed project will adhere to any applicable regulations regarding preferential parking areas or promotion of ride share (Policy C2- 5.1). The proposed project will provide sufficient on -site parking and loading (Policy C3- 2.1 and C1 -3.2) as required by the ESMC. The internal roadways will be a minimum of 37 feet wide, which meets all applicable emergency vehicle access standards (C1 -1.8). Implementation of mitigation measures B -1, B -2, B -3, and B-4 will ensure that pedestrian and bicycle impacts, as well as parking related impacts, as they relate to the General Plan, will be mitigated to less than significant levels. N. Policies C3 -1.1 and C3 -1.5 of the General Plan require all project - related transportation impacts to be mitigated by the developer, to the extent feasible. The traffic impact study identified a number of intersections in the City that would require mitigation and proposed mitigation measures to address the traffic impacts. However, because several of the proposed mitigation measures are infeasible due to right -of -way constraints, not all traffic impacts can be mitigated to an insignificant level. In order for the City to approve the project with significant impacts, the City Council must adopt a Statement of Overriding Considerations, finding that there are positive aspects of the project, that when taken as a whole, outweigh the unavoidable negative environmental impacts. A Statement of Overriding Considerations would indicate that all feasible mitigation was incorporated into the project. As an alternative to a Statement of Overriding Considerations, the applicant would have to develop alternative feasible mitigation ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 11 measures that could be incorporated into the project as part of the Final Environmental Impact Report and reduce the identified impacts to a level of insignificance. O. Policy (C3 -1.1) requires "all new development to mitigate project related impacts on the existing and future circulation..." and Policy 3 -1.5 requires "the implementation of appropriate mitigation measures" in conjunction with a proposed project. The project would implement all feasible mitigation measures to mitigate the identified project related impacts. Approval of a Statement of Overriding Consideration for the unavoidable significant traffic impacts, which are due to the infeasibility of the identified mitigation measures is compatible with the goals, objectives and policies of the General Plan Circulation Element to mitigate all impacts. The purpose of these policies was not to preclude the use of Statement's of Overriding Considerations as provided in CEQA or the approval of future developments. Additionally, the General Plan provides for a 1.3:1 floor area ratio (FAR) and the proposed project would be developed at a 0.99 FAR. Balancing the various provisions in the General Plan, the project meets the intent of these provisions. P. The project would comply with all Federal, State and regional regulations (Policy C4- 1.2). As part of the Traffic Impact Study in the Draft EIR, an analysis of the project's impacts on the regional Congestion Management Plan (CMP) routes was conducted. The study determined that the project would not significantly impact any CMP routes, other than the intersection of Sepulveda Boulevard /Rosecrans Avenue, which has been identified as an unavoidable significant impact. The other unavoidably impact intersection, Rosecrans Avenue /Aviation Boulevard, is not on the CMP network. The CMP does not contain minimum roadway service levels, which must be maintained by the City in order to remain in compliance. By implementing all feasible mitigation measures, the proposed project would comply with all regulations. Q. The Circulation Element of the General Plan was adopted by the City Council on December 1, 1992 (Ordinance No. 1189). The Circulation Element accurately reflects the environmental setting for the traffic conditions that exist in the City in 2001. The Levels of Service at the intersections studied in the Draft EIR (Table IV.b -2) for the proposed project are consistent with the Levels of Service measured for the Circulation Element in 1992 (Exhibit B -6). One intersection (Imperial Highway /Aviation Boulevard in the A.M. peak hour) is at a better Level of Service today than in 1992. Only three of 23 other intersections in El Segundo studied in the Draft EIR operate at more congested levels than in 1992. These are Grand Avenue /Sepulveda Boulevard intersection in the A.M. and P.M. peak hour, El Segundo Boulevard /Sepulveda Boulevard intersection in the P.M. peak hour, and El Segundo Boulevard /Aviation Boulevard intersection in the p.m. peak hour. Additionally, the existing daily traffic volumes in the City (Exhibit 5 of Circulation Element Update Technical Report, October 2000) indicate that the current daily traffic volumes are much less than the projected daily traffic volumes for buildout of the preferred land use plan of the 1992 General Plan (Exhibit C -9 of Circulation Element) for either the 0.9:1 or 1.5:1 floor area ratio buildout scenarios. The average increase in traffic volumes on the major arterial roadways is approximately 10 -15% over the last ten years. When taking into account background traffic growth in the region and other projects constructed since 1992 that contribute to traffic congestion, the small increase in Levels of Service at these identified intersections and the relatively small growth in daily traffic volumes compared to the projected growth analyzed in the 1992 General Plan Environmental Impact Report, establishes that there has not been a significant change the environmental setting evaluated in the existing Circulation Element. ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 12 R. Implementation of the proposed project will meet the policies of the City's Open Space and Recreation Element as it provides recreational facilities, including a health club and walking paths (Policies OS1 -2.3 and OS1 -2.5). Three parcels (No. 21, 23, and 26) would be devoted entirely to passive open space use with a water features. The reduced project incorporates five acres in either the southeast or southwest corner of the property for public recreational facilities such as soccer and baseball fields, which would expand the recreational opportunities for residents and employees in the City (Goal OS1, Objective OS1 -1.1). In accordance with California Government Code § 65402, the location, purpose and extent of the acquisition of the five -acres of parkland is in conformance with the General Plan S. The City's purchase of a five -acre portion of the project site for a public park conforms to Objective OS1 -1, which seeks to "acquire future public park and recreational facilities which are adequate for serving the existing and future resident population." There was clear testimony at the November 15, 2001, public hearing from Mr. Tom Ashe, Commissioner of the AYSO soccer group that there is a need for additional facilities to serve the existing resident population. The proposed park would serve that need. Policy OS1 -1.2 " encourages a locational service standard of one - quarter mile for neighborhood parks and one -half mile for community parks." The currently proposed park site at the southeast corner of the project site would be approximately two- thirds of a mile from the nearest residents in El Segundo. If the park site were relocated to the southwest corner, it would be approximately 0.56 miles from the nearest El Segundo residents. It is important to note that this policy does not require a strict distance threshold, it merely encourages a locational service standard. As a community park, it would also serve the employees within the area of the park, which would be consistent with the overriding goal (Goal OS1) in the General Plan to provide park needs for "existing and future residents and employees within the City of El Segundo." There are no other public parks in the northeast quadrant of the City. As such, the employment community park needs in that portion of the City are currently underserved and would be improved by the development of a park site. T. The implementation of transportation demand management programs, as required by mitigation measures B -1, B -2, B -3, B -4, and B -5, and as required by Chapters 15 -16 and 15 -17 of the ESMC will demonstrate compliance with air quality objectives to encourage alternative commuting strategies (AQ1 -1), reduce vehicle trips (AQ3 -1.1, AQ3 -1.2), and promote non- motorized transportation (AQ4 -1.1). Traffic Impact Mitigation Fees and in lieu mitigation measures are required by City regulation to offset development impacts (AQ5 -1.2). The applicant, as required by mitigation measure B -2 (AQ9 -1.3), will provide a shuttle. The proposed project is consistent with the City's policy requiring new developments to meet or exceed SCAQMD requirements for PM -10 emissions (Policy AQ10 -1.3). Mitigation measure M.5 -1 provides that the proposed project will incorporate energy conservation features (i.e., motion - sensitive light activation switches, etc.) consistent with City Policy AQ12 -1.2. U. The growth projected in the City's General Plan is consistent with the Regional Air Quality Management Plan (AQMP). The AQMP is based on the Southern California Association of Governments (SCAG) regional growth projections. SCAG's regional growth projections are based on the land use buildout projections of all the General Plans for cities in the South Coast Air Basin. Therefore, because the City's General Plan buildout has been included in SCAG's regional projections, the General Plan is ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 13 consistent with the AQMP. Additionally, provided development within the city is consistent with the General Plan, the project is consistent with the SCAG projections and the AQMP. V. Air Quality Element Goals AQ14 and AQ15 generally state that the City will ensure that pollution sources comply with all federal, state, regional, and local regulations, and that the City reserves the right to be more strict with development projects that these regulations require. As described above, the proposed project is consistent with the AQMP and therefore is considered consistent with Air Quality Element Goals AQ14 and AQ15 (and related policies). The project's exceedance of SCAQMD's emissions -based thresholds does not constitute violation of such General Plan goals and policies. W. Implementation of the proposed project, subject to mitigation measures D -1, D -2, and D- 3, which address construction hours, equipment mufflers, and construction equipment staging, will be consistent with relevant policies of the City's Noise Element (Policies N1- 2.1 and N1 -3.1). X. The proposed project is consistent with the applicable policies of the City's Conservation Element. Specifically, the construction of plumbing to accommodate the use of reclaimed water for irrigation systems, when available, and the application of the City's Water Conservation in Landscape regulations (Title 10- Chapter 2 of the El Segundo Municipal Code), as required by mitigation measure M.2 -1 and M.2 -2 and condition of approval No. 8, 87, 88 and 89, would be consistent and further Policies CN2 -7, CN2 -12. Condition No. 88 requires the use of low -flow water fixtures as required by Policy CN2 -5. The project would provide a comprehensive and coordinated design of the entire project site, including landscape amenities to substantially improve the aesthetic appearance of the site and the surrounding area as encouraged by Policy CN5 -6. Y. Public Safety Element Policy PS6 -1.2 to continue efforts to reduce fire hazards would be furthered by including a one -acre fire station site as part of the proposed project, thereby allowing the relocation of Fire Station No. 2 to a new state -of- the -art facility within the project site. A new fire station located within the project site would also improve already outstanding emergency response times and strengthen the City's ability to respond to earthquake and other emergencies (Policy CN7 -1.4). Z. As a re -use of a previously developed industrial site, that has been remediated to the satisfaction of the appropriate regulatory agencies and does not pose any health hazard to employees, patrons or visitors to the site, the project is consistent with Policy HM3 -1.1 requiring compliance with hazardous materials handling laws. Mitigation measure K -1 will ensure that all future uses of hazardous materials on the project site are handled in accordance with applicable safety regulations. AA.Since approving a Specific Plan is a legislative act, there are no required findings for a General Plan Amendment. However, an amendment must be internally consistent with the rest of the General Plan. The proposed General Plan Amendment is necessary to carry out the proposed project because the proposed Corporate Campus Specific Plan would change the land use designation from the property from Urban Mixed -Use North to Corporate Campus Specific Plan. The permitted uses and allowed density in the new Corporate Campus Specific Plan land use designation are consistent with Urban Mixed - Use North land use designation. The proposed land use designation is also consistent ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 14 with all the buildout assumptions in the General Plan. Therefore, it would not conflict with any other elements of the General Plan. BB, A Development Agreement will be executed to ensure that the proposed project conforms with the General Plan requirements and to effectuate the City's findings, goals, and policies listed in this Resolution or otherwise established by local regulation and practice. SECTION 4: Specific Plan Findings. The Specific Plan is consistent with the General Plan. The proposed Corporate Campus Specific Plan (CCSP) is consistent with the permitted uses and allowed density permitted elsewhere in the General Plan and is consistent with the Urban Mixed -Use North Zone that it is replacing. The proposed Corporate Campus Specific Plan addresses all the required infrastructure needed to service the plan area and all services are available to support the development. SECTION 5: Zone Change Findings. Based on the factual findings of this Resolution, the proposed Zone Change is necessary to carry out the proposed project because the proposed Corporate Campus Specific Plan would change the zoning classification on the property from MU -N to CCSP. The proposed Zone Change is necessary to maintain consistency with the proposed General Plan land uses designation of Corporate Campus Specific Plan. Without the Specific Plan, the project objective of allowing flexible parcel floor area ratios within the overall plan area of 0.99:1 would not be possible. Flexible floor area ratios on individual parcels would allow density to be concentrated on certain parcels near the Mariposa -Nash Metro Green Line Station to promote public transit use, while allowing less lot coverage and more open space on other parcels within the specific plan area. SECTION 6: Zone Text Amendment Findings. Based on the factual findings of this Resolution, the proposed Zone Text Amendment is necessary to carry out the proposed project because the proposed Corporate Campus Specific Plan would change the zoning classification from the property from MU -N to CCSP. Without the Corporate Campus Specific Plan, the project objective of allowing flexible parcel floor area ratios within the overall plan area of 0.99:1 would not be possible. An amendment to Section 15 -3 -2 of the ESMC to list the CCSP as a specific plan within the City is necessary for consistency with the General Plan. SECTION 7: Development Agreement Findings. Pursuant to City Council Resolution No. 3268, adopted June 26, 1984, the City Council finds that: A. The project is consistent with the objectives, policies, general land uses, and programs specified in the general plan and any applicable specific plan; because the Development Agreement would provide the following public benefits in exchange for valuable development rights (nine -year entitlement): 1. Development of a property that is currently vacant and unused. 2. Increasing and further stabilizing the City's tax base through development of new commercial businesses. 3. Increasing City revenues through the generation of taxes that outweigh the City cost of services. 4. Increase in employment opportunities for the City's citizenry. 5. Development of a project that will increase the use of the MTA Green Line. ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 112/02 PAGE NO. 15 will be consistent with the minimum lot size and minimum street frontage requirements proposed in the Corporate Campus Specific Plan. All parcels will have frontage on a public street or a private internal roadway. B. The design or improvement of the proposed subdivision is consistent with applicable general and specific plans. Each proposed lot would be consistent in size and lot frontage as other parcels in the surrounding area. C. The site is physically suitable for the type of development. The vacant 46.53 -acre parcel of land is generally flat and has been graded following the demolition of the previous development on the site. The proposed project is physically accessible by existing streets and the MTA Green Line. D. The site is physically suitable for the proposed density of development. While the floor area ratio of two of the proposed 26 parcels would have densities exceeding 3.0:1, due to the requirement that the overall FAR in the proposed Corporate Campus Specific Plan not exceed an overall FAR of 0.99:1, the density of individual parcels will not be detrimental to the overall project or the surrounding area. E. The design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. The proposed project is located in a built out urban environment with no threatened fish or wildlife habitats located on the project site. The proposed layout of the development does not contribute to the unavoidable significant traffic and air quality impacts identified in the Draft EIR. With the implementation of the appropriate mitigation measures, the proposed subdivision will not cause any significant environmental impacts, with the exception of unavoidable traffic and air quality impacts. Those mitigation measures identified in the Draft EIR have been incorporated into the Mitigation Monitoring and Reporting Program. F. The design of the subdivision or type of improvements are not likely to cause serious public health problems. The size and shape of all lots will protect public health. The proposed internal roadway to serve the subdivision will be designed to provide safe and efficient vehicle and pedestrian movements throughout the project site. Subdivision improvements will be required to comply with the Americans with Disabilities Act. G. The design of the subdivision or type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision. The project applicant will relocate or build over the exiting sewer easement on the property. The MTA aerial easement will not be disturbed by the design of the proposed project. The project will also include a system of private internal roadways to provide public access to all the buildings throughout the subdivision. SECTION 9: Administrative Use Permit Findings. A. There is compatibility of the particular use on the particular site in relationship to other existing and potential uses within the general area in which the use is proposed to be located. The on -site sale and consumption of alcoholic beverages is consistent with restaurants- and hotels facilities. Most, if not all of the restaurants and hotels in the northeast quadrant of the City, permit the on -site sale and consumption of alcohol. ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 17 B. The proposed use is consistent and compatible with the purpose of the zone in which the site is located. The on -site sale and consumption of alcohol is compatible with restaurants and hotels, which are permitted uses in the proposed Corporate Campus Specific Plan. C. The proposed location and use and the conditions under which the use would be operated or maintained will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity. The on -site sale and consumption of alcohol would be permitted at indoor and outdoor dining establishments, subject to the approval of licenses to sell alcohol issued by the State Department of Alcohol Beverage Control (ABC). D. Potential impacts that could be generated by the proposed use, such as noise, smoke, dust, fumes, vibration, odors, traffic and hazards have been recognized and compensated for. There would be no adverse environmental impacts associated with the on -site sale and consumption of alcohol. E. The State Department of Alcohol Beverage Control will issue a license to sell alcohol to the applicant. The City will require evidence that all establishments have alcohol licenses issued by ABC prior to commencement of on -site sale of alcohol. SECTION 10: Approvals. The City Council approves the following: A. Subject to the conditions listed on the attached Exhibit "A," which are incorporated into this Ordinance by reference, the City Council approves Environmental Assessment No. 548, Specific Plan No. 01 -1, Development Agreement No. 01 -1, General Plan Amendment No. 01 -2, Zone Change No. 01 -1, Zone Text Amendment No. 01 -1, Administrative Use Permit No. 01 -1, and Subdivision No. 01 -5 (Vesting Tentative Tract No. 53570) B. The City Council adopts the Corporate Campus Specific Plan as set forth in attached Exhibit "B," which is incorporated into this Ordinance by reference. C. The City Council amends the Land Use Designations ( "Commercial Designations" subsection) and the proposed Land Use Plan ( "Northeast Quadrant" subsection) of the Land Use Element of the General Plan to reflect the change of the area bounded by Atwood Way on the north, Douglas Street on the east, Mariposa Avenue on the south, and Nash Street on the west from Urban Mixed -Use North to Corporate Campus Specific Plan. The corresponding changes to the Land Use Element as set forth in attached Exhibit "C," which is incorporated into this Ordinance by reference. D. The City Council amends the 1992 General Plan Summary of Existing Trends Buildout (Exhibit LU -3) of the Land Use Element to reflect the change of the area bounded by Atwood Way on the north, Douglas Street on the east, Mariposa Avenue on the south, and Nash Street on the west from Urban Mixed -Use North to Corporate Campus Specific Plan. The corresponding changes to the Land Use Element as set forth in attached Exhibit "D," which is incorporated into this Ordinance by reference. E. The City Council should amend the General Plan Land Use Map to reflect the change of the area bounded by Atwood Way on the north, Douglas Street on the east, Mariposa Avenue on the south, and Nash Street on the west from Urban Mixed -Use North to ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 18 Corporate Campus Specific Plan. The corresponding changes to the Land Use Map as set forth in attached Exhibit "E," which is incorporated into this Ordinance by reference. F. The City Council amends the current Zoning Map to reflect a change of the area bounded by Atwood Way on the north, Douglas Street on the east, Mariposa Avenue on the south, and Nash Street on the west from Urban Mixed -Use North to Corporate Campus Specific Plan. The corresponding changes to the Zoning Map as set forth in attached Exhibit "F," which is incorporated into this Ordinance by reference. G. The City Council adopts the Development Agreement by and between the City of El Segundo and TPG -El Segundo Partners, LLC, as set forth in attached Exhibit "G," which is incorporated into this Ordinance by reference. If TPG -EI Segundo, LLC does not purchase the property by January 1, 2006, all entitlements granted as part of the project approval would be null and void. The entitlements would not transfer to the current property owner, Federal Express Corporation, or any other party; and, the zoning and General Plan designations for the property which existed prior to the adoption of the project approvals shall instead apply to the property. H. The City Council adds Subsection 5 to Section 2A of Chapter 3, Title 15, of the ESMC to read as follows: "5. Corporate Campus Specific Plan: There is one use zone intended to be used within the boundaries of the Corporate Campus Specific Plan. This zone is: CCSP — Corporate Campus Specific Plan Zone" SECTION 11: Reliance on Record. Each and all of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 12: Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 13: Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. SECTION 14: This Ordinance shall become effective at midnight on the thirtieth (30) day from and after the final passage and adoption hereof. SECTION 15: According to the El Segundo Municipal Code, a copy of this Ordinance shall be mailed to TPG -EI Segundo Partners, LLC, and to any other person requesting a copy. ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGE NO. 19 SECTION 16: The City Clerk shall certify to the passage and adoption of this ordinance; shall cause the same to be entered in the book of original ordinances of said City; shall make a note of the passage and adoption thereof in the records of the meeting at which the same is passed and adopted; and, shall within 15 days after the passage or adoption thereof cause the same to be published or posted in accordance with the law. PASSED, APPROVED AND ADOPTED this 2nd da of January, 2002. MK e Gordon, Mayor ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Cindy Mortesen, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Ordinance No. 1345 was duly introduced by said City Council at a regular meeting held on the 18th day of December, 2001, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the 2 "d day of January, 2002, and the same was so passed and adopted by the following vote: AYES: Gordon, Jacobs, Gaines, McDowell NOES: None ABSENT: None ABSTAIN: None NOT PARTICIPATING: Wernick C i s1amjh Cindy Mork9sen, City Clerk APPROVED AS TO FORM: Mark Dt Hensley, City Attorney ORDINANCE NO. 1345 APPROVING SP 01 -1, DA 01, GPA 01 -2, ZC 01 -1, ZTA 01 -1, AUP 01 -1, SUB 01 -5 1/2/02 PAGENO.20 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL In addition to all applicable provisions of the El Segundo Municipal Code, TPG El Segundo Partners, LLC, or its successor -in- interest, agrees that it will comply with the following provisions as conditions for the City of El Segundo's approval of Environmental Assessment No. 548, Specific Plan No 01 -1 Development Agreement No 01 -1 General Plan Amendment No. 01 -2, Zone Change No 01 -1 Zone Text Amendment No. 01 -1 Administrative Use Permit No. 01 -1, and Subdivision No 01 -5 (Vesting Tentative Tract No. 53570) ( "Project Conditions "). 1. If TPG -El Segundo, LLC does not purchase the property by January 1, 2006 as stipulated in Section 3.1 of Development Agreement No. 01 -1, all project entitlements shall be null and void and the zoning and General Plan designations for the Project Site which existed prior to the City's adoption of the project approvals shall instead apply to the property. DEFINITIONS 2. Unless the contrary is stated or clearly appears from the context, the following definitions will govern the construction of the words and phrases used in these conditions. A. "C.E.D.S. Director" means the City of El Segundo Director of Community, Economic and Development Services, or designee. B. "EIR" means the Final Environmental Impact Report for the proposed El Segundo Corporate Campus project, El Segundo, California approved by the City Council of the City of El Segundo on January 2, 2002. C. "ESMC" means the El Segundo Municipal Code. D. "MMRP" means the Mitigation Monitoring and Reporting Program for the El Segundo Corporate Campus project, El Segundo, California adopted by the City Council of the City of El Segundo on January 2, 2002. The MMRP is incorporated by this reference into these conditions of approval. E. "Project Area" refers to one of the 26 developable lots on the Project Site as shown on Vesting Tentative Tract Map No. 53570 F. "Project Site" refers to the 46.53 -acre site generally located south of Atwood Way, east of Nash Street, west of Douglas Street, and north of Mariposa Avenue. G. Except as otherwise specified in these Conditions of Approval, conditions shall be satisfied prior to the issuance of a Building Permit for each building within a Project Area. AESTHETICS Lighting 3. Prior to the issuance of the first Building Permit in any Project Area, the applicant shall submit a Lighting Master Plan for that Project Area for the review and approval of the C.E.D.S. Director and the Police Chief. A Lighting Plan (construction drawings) and Photometric Study, consistent with the Lighting Master Plan shall be reviewed and approved by the C.E.D. S. Director and the Police Department prior to the issuance of each Building Revision Date: 1/2/02 1 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL Permit and shall be installed prior to the issuance of each Certificate of Occupancy in the Project Area. The Lighting Plan and Photometric Study shall demonstrate that the proposed project allows minimum off -site illumination but still complies with Police Department safety requirements. A. The Lighting Master Plan shall include, without limitation: B. Foot - candle intensity; C. Parking areas and structures; D. Pedestrian walkways; E. Access ways in and around buildings; F. On -site light fixtures have been designed to direct the light downward and internal to the proposed project site to minimize off -site illumination; G. Type and height of lighting devices; K The City's Zoning Code; and, I. Weather and vandal resistant covers on lighting fixtures. Prior to the issuance of each Certificate of Occupancy, the applicant shall provide evidence to the C.E.D.S. Director and the Police Chief that outdoor lighting design has been installed in compliance with the approved Lighting Master Plan for the building that is the subject of the Certificate of Occupancy. 4. Prior to the issuance of each Building Permit in any Project Area, the applicant shall provide evidence to the City C.E.D.S. Director and the Police Chief that outdoor lighting design shall conform to Federal Aviation Administration (FAA) requirements for the building that is the subject of the Building Permit. The applicant shall obtain a letter of compliance from the FAA and /or the Los Angeles World Airports (LAWA) to serve as evidence. Materials and Design 5. Prior to the issuance of the first Building Permit in any Project Area, the applicant shall submit Final Working Drawings to the C.E.D.S. Director for design review. The applicant shall provide a Building Materials Sample Board of the materials and elevation drawings to be utilized to the C.E.D.S. Director for review and approval. The design review shall include, without limitation, the following design guidelines: A. All buildings shall be in accordance with the Project Site's Conditions, Covenants and Restrictions (CC &R's), if any. B. All buildings shall be developed with nonreflective exterior building materials of a contemporary nature, and low- reflectivity glass panel window. Revision Date: 1/2/02 2 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL C. Exterior colors shall be light with limited use of accent color to enhance visual unity and a contemporary appearance; D. Within the office park component, exterior building materials will be of a contemporary nature in balance with adjacent office developments. New technology will be acceptable if compatible with other materials used in the project; E. The elevations of any computer /telecommunications data center building(s) or other similar use shall be designed to look like an office building, compatible in scale to office buildings in the adjacent area. F. Elevations of parking structures shall be compatible with main buildings. G. Any computer /telecommunications data center building(s) or other similar building shall be designed with floor -to- ceiling heights compatible for current industry standards for office uses to facilitate any future conversion, if necessary. H. The buildings shall be light in color with contrasting accent features. Building materials shall be of non - reflective coatings and glazings; I. All colors, textures, and materials on exterior elevation(s) shall be coordinated to achieve a continuity of design; J. All buildings shall utilize energy efficient floor plans and controlled HVAC and heat generating equipment to reduce energy use for cooling and ventilation; K. All roof - mounted mechanical equipment and communications devices shall be hidden behind building parapets or screens to screen these devices from off -site ground level view and the Metro Green Line. Telecommunications satellite dishes and antennas up to 175 feet high may be located on the property without a Wireless Communications Facility Permit, if the facility is intended to serve only on -site buildings and is not designed or used for wireless communication services for adjacent off -site properties, except as may be permitted by state or federal law. L. Ground level mechanical equipment, refuse collectors, storage tanks, generators, and other similar facilities shall be screened from view with dense landscaping and /or walls of materials and finishes compatible with adjacent buildings; M. Service, storage, maintenance, utilities, loading, and refuse collection areas shall be located out of the view of public roadways and buildings on adjacent sites, or screened by dense landscaping and /or architectural barriers, as practicable; N. Walls used to screen service areas shall be of the same materials and finishes as adjacent buildings or compatible finishes; O. No wood or chain -link fences shall be located within view of a public street; P. Building design will meet the City's standards for the attenuation of interior noise; Revision Date: 1/2/02 3 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL Q. All service areas shall be located so that service vehicles have clear and convenient access and do not disrupt vehicular and pedestrian circulation; R. No loading will be permitted directly from public streets, except in designated areas as approved by City C.E.D.S. Director; and, S. All on -site utility systems including without limitation, water, electricity, gas, sewer and storm drains, shall be installed underground; No Certificate of Occupancy shall be issued unless there is substantial compliance with the aforementioned development standards. Landscaping and Irrigation 6. Prior to the issuance of the first Building Permit in any Project Area, the applicant shall submit a Master Landscape and Irrigation Plan for the Project Area. The Master Landscape and Irrigation Plan shall be reviewed and approved by the City C.E.D.S. Director, the Director of Recreation and Parks, and the Police Chief. Landscaping for each building in the Project Area shall be installed in accordance with the approved Master Landscape and Irrigation Plan prior to the issuance of each Certificate of Occupancy. The Master Landscape and Irrigation Plan shall include, without limitation, the following: A. All landscaped areas shall be provided with a permanent automatic watering or irrigation system; B. All on -site landscaped areas shall be maintained by the owner in a neat and clean manner at all times; C. All landscaped areas shall be designed to ensure efficient access to fire hydrants; D. Dual plumbing shall be installed for reclaimed water irrigation; E. All landscaped areas shall be irrigated with reclaimed water, if made available by the provider. Until such time as reclaimed water is made available, potable water may be utilized for irrigation; F. All landscaping and irrigation shall comply with the City's Water Conservation regulations and Zoning Code requirements; G. All landscaping shall be designed to enhance site security in accordance with Police Department policies; H. All public rights -of -way abutting the site shall be landscaped; I. The asphalt concrete raised paved median in Atwood Way shall be replaced with a raised landscaped median with a permanent irrigation system. The applicant shall not be responsible for the maintenance of the Atwood Way landscaping; J. All landscaped areas shall include a majority of mature landscaping; and, Revision Date: 1/2/02 4 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL K. Landscaping shall be installed along property perimeters and throughout the employee /visitor parking areas. 7. Prior to the issuance of the first Building Permit in any Project Area, the applicant shall provide a Landscape Plan and Architectural Plan (i.e. construction drawings), consistent with the Master Landscaping Plan, to the C.E.D.S. Director, Director of Recreation and Parks, and the Police Chief for review and approval. The Landscape Plan and Architectural Plan shall demonstrate that errant nighttime illumination is generally screened from other potentially sensitive uses, through building design and landscape treatments, but still complies with Police Department safety requirements. 8. Where feasible, the applicant shall comply with the City's Water Conservation Program as set forth in the ESMC. The Applicant shall comply with the guidelines set forth in the City's Guidelines for Water Conservation in Landscaping. Prior to the issuance of each Building Permit in any Project Area, the applicant's Landscape Plans shall be submitted to the C.E.D.S. Director for review and approval. Signs 9. Prior to the issuance of the first Building Permit in each Project Area, the applicant shall submit to the C.E.D.S. Director for review and approval an overall Master Sign Program for the Project Area. Prior to the issuance of a Certificate of Occupancy for each building within the Project Area which is the subject of the Master Sign Program, the applicant shall submit construction sign plans substantially consistent with the approved Master Sign Program for the review and approval of the C.E.D.S. Director. Prior to the issuance of a Certificate of Occupancy, signs shall be installed in accordance with the approved Master Sign Program. The overall Master Sign Program shall include, without limitation: A. Consistency with the Corporate Campus Specific Plan; B. Compliance with the City's sign regulations governing permitting; C. All signs shall be architecturally compatible with the proposed buildings; D. All signs shall be compatible with the aesthetic objectives of the General Plan; and, E. No sign shall impede traffic or pedestrian safety. AIR QUALITY 10. During grading and construction, dust control measures shall be required in accordance with the City's Dust Control Ordinance (Chapter 7 -3 of the ESMC). Grading shall be discontinued during first -stage smog alerts and suspended when wind velocity exceeds 15 miles per hour. All hauling trucks shall have loads covered or wetted and loaded below the sideboards to minimize dust. 11. The South Coast Air Quality Management District (SCAQMD) has promulgated rules and applicable standards including, without limitation, the following: Rule 402 - Nuisances; Rule 403 - Fugitive Dust; and Rule 2202 - On -Road Motor Vehicle Mitigation Options. The applicant shall use best management practices in compliance with Rule 402 during the Revision Date: 1/2/02 5 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL operation of construction equipment. Construction activities shall be limited between the hours of 7 A.M. to 6 P.M., Monday through Saturday, unless such hours are extended pursuant to a Noise Permit issued by the C.E.D.S. Director. During the construction phase, all unpaved construction areas shall be wetted at least twice daily during excavation, grading, and construction and temporary covers for stockpiles shall be used to reduce dust emissions by as much as 50 percent. The applicant shall ensure that all materials transported off -site will be either sufficiently watered or securely covered in compliance with Rule 403. Resultant peak daily exhaust emissions from diesel- and gasoline - powered construction equipment shall be monitored to control emission levels that exceed SCAQMD screening thresholds. During construction, trucks and vehicles in loading or unloading queues shall keep their engines off, when not in use, to reduce vehicle emissions. Construction activities shall be phased and scheduled to avoid emission peaks, and construction shall be discontinued during first- and second -stage smog alerts. On -site vehicle speed during construction shall be limited to 15 mph. Prior to issuance of a Grading Permit for each Project Area, the applicant shall provide a Construction Management Plan to the C.E.D.S. Director for review and approval relative to compliance with the appropriate SCAQMD standards during the construction phase. Daily records will be maintained by the applicant throughout the construction phase. ALCOHOL 12. The sale of a full line of alcoholic beverages for on -site consumption at the proposed restaurants, coffee shops, delicatessens, cafes and hotel(s) within the Project Site is permitted, subject to the following conditions: A. The on -site sale of alcoholic beverages is permitted between the hours of 10:00 a.m. to 2:00 a.m., seven days a week; B. The applicant shall not advertise the sale of alcoholic beverages on the exterior walls or windows of the subject restaurants or at any location in the Project Site. No self - illuminating advertising for alcoholic beverages shall be located on the buildings or windows; C. Telephone numbers of local law enforcement shall be posted adjacent to the cashier's areas within the bar and service area of the restaurants; D. There shall be no alcoholic beverages consumed in open areas adjacent to the subject restaurant under the control of the applicant, other than outdoor dining areas; E. There shall be no loitering permitted on the premises under the control of the applicant. Signage shall be posted on the premises prohibiting loitering; F. The applicant shall provide adequate lighting above the entrance of the premises. This lighting shall be of sufficient power to illuminate and make easily discernible the appearance and conduct of all persons entering or exiting the premises; G. The applicant shall instruct all employees in the regulations regarding no loitering and no consumption of alcoholic beverages outside the subject restaurants. Employees shall be instructed to enforce these regulations and to call local law enforcement if necessary; Revision Date: 1/2/02 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL H. The applicant shall maintain the property in a neat and orderly fashion and maintain free of litter all areas on the premises under which the applicant has control; I. The total occupancy of the restaurants and hotels shall not exceed California Building Code regulations; J. There shall be no cover charge or prepayment fee for food and /or beverage service required for admission to the restaurants; K. The conditions of this approval shall be retained on the premises at all times and be immediately produced upon request of any law enforcement officer or State Department of Alcohol Beverage Control investigator. The restaurant manager and all employees of the restaurant shall be knowledgeable of the conditions herein; L. All servers of alcoholic beverages must be at least 18 years old; M. The sale of alcoholic beverages for consumption off the premises requires the approval of a separate Administrative Use Permit; and, N. The applicant shall be required to maintain a valid permit to sell alcohol from the State Department of Alcohol Beverage Control ENERGY 13. Prior to the issuance of a Building Permit in each Project Area, the applicant shall provide an Energy Conservation Plan to the C.E.D.S. Director for review and approval. The Energy Conservation Plan shall incorporate energy conservation features in accordance with the requirements of the City and State. Prior to the issuance of each Certification of Occupancy, the applicant shall provide evidence to the C.E.D.S. Director that the approved energy conservation features have been installed and will be maintained. 14. If a substation will be constructed, the Applicant shall develop plans, projected loads, and a master plan for scheduling to the satisfaction of Southern California Edison, FIRE 15. Prior to the issuance of a Building Permit in each Project Area, the applicant shall provide Fire Life Safety Plans to the C.E.D.S. Director and the Fire Chief for review and approval, which includes, without limitation, the following: A. Fire lanes; B. Fire lane signing; C. Fire lane access easements or other recorded documents to the reasonable satisfaction of the City Attorney; D. Fire lane accessibility; E. Gas detection systems; Revision Date: 1/2/02 7 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL F. Minimum acceptable flow from any fire hydrant shall be 2,500 gallon per minute, calculated at 20 psi; G. Sprinklers within structures; H. Underground looped fire mains, sprinklers and fire alarms; and, Documentations that on -site fire main will be maintained if privately owned, or documentation creating fire main easements on the project site if the mains will be owned by the City of El Segundo. Prior to the issuance of each Certificate of Occupancy, the applicant shall demonstrate to the Fire Department that the development complies with, and adequate operational facilities were installed consistent with the Fire Life Safety Plan, and that any required easement was properly dedicated and recorded. 16. Prior to the issuance of a Building Permit in each Project Area, the applicant shall develop and submit an Evacuation Plan and Procedures for review and approval by the Fire Department. Prior to the issuance of each Certificate of Occupancy, the applicant shall provide evidence to the C.E.D.S. Director, and the Fire Department that the approved Evacuation Plan and procedures were implemented or are operational as appropriate. 17. Prior to the issuance of a Grading or Building Permits in each Project Area, the applicant shall provide a Construction Safety Plan to the C.E.D.S. Director and Fire Department for review and approval. The Construction Safety Plan shall document construction and staff training procedures to ensure that best management practices during project grading and construction will be utilized. The Construction Safety Plan shall identify an awareness program for the subgrade installation of utilities and the potential for worker exposure to related emissions, especially during excavation. Compliance with this measure shall be verified by the C.E.D.S. Director prior to permit issuance. 18. Prior to the issuance of a Building Permit in each Project Area, all hydrants determined necessary by the Fire Department and the C.E.D.S. Director shall be installed in accordance with approved plans and specifications. Fire hydrants shall be spaced no greater than 300 feet apart. One private hydrant shall be provided for each structure and each structure shall be sprinklered in accordance with the California Building Code (CBC) and the National Fire Code (NFC). GEOTECHNICAL (GRADING, TOPOGRAPHY, SOILS AND DRAINAGE) 19. Prior to the issuance of a Grading Permit for each Project Area, the applicant shall prepare and submit a Grading Plan for review and approval by the C.E.D.S. Director and the Director of Public Works. The Grading Plan shall include, without limitation: A. The Grading Plan shall demonstrate compliance with applicable City policies and requirements; B. The Grading Plan shall show cross sections for any grading purpose and the location of and extent of existing and planned sewer easements and facilities; Revision Date: 1/2/02 8 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL C. Grading depths shall not encroach upon or damage the existing sewer lines on the property; D. Haul routes for import/export trucks and other heavy construction related vehicles shall be approved by the Director of Public Works; E. All grading shall be accomplished in accordance with the recommendations of a independent Geotechnical and Geological Report to be submitted by the applicant and reviewed and approved by the City; F. The Grading Plan shall detail where special restrictions apply due to soil contamination, if applicable; G. Additional information, as required through the plan check process, shall be included as appropriate; H. Final grading shall be coordinated with the City Engineer at the time the Grading Permit is issued; and, I. Compliance with this measure shall be verified by the C.E.D.S. Director prior to issuance of each Certificate of Occupancy. HAZARDS 20. Prior to the issuance of a Grading Permit for grading in the southwest corner of the site, the applicant shall submit a letter from the Los Angeles Regional Water Quality Control Board ( "LARWQCB ") approving the grading and /or development of the southwest corner of the site, which may have contaminated soil. 21. The applicant shall comply with any permit requirements imposed by the LARWQCB or the Department of Toxic Substances Control ( "DTSC ") related to development and /or grading on the southwest corner of the site. 22. Prior to the issuance of a Grading Permit for the southwest corner of the project site, the applicant shall provide any appropriate hazardous materials safety training for all City employees needed to implement the project. If required, the training shall be related specifically to safety issues that may arise during site grading and construction due to the possible low -level VOC soil contamination that may exist in the site. All training shall be completed to the reasonable satisfaction of the C.E.D.S. Director, and the Fire Chief. 23. Prior to the issuance of a Certificate of Occupancy for the first Project Area, the applicant shall record as a covenant running with the land, a disclosure that manufacturing and fabrication activities are conducted within a one -mile radius of the site, including on the real property owned by the Northrop Grumman Corporation, and that such operations may involve the use of certain hazardous or potentially hazardous materials. It shall further obligate all holders of real property interests on the Project Site that receive actual notice of any Proposition 65 or related environmental notices produced and published by other proximal industrial uses operated within a one -mile radius of the Project Site to use reasonable efforts to disclose the same to their tenants and other occupants, provided, Revision Date: 1/2/02 9 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL however, that the recordation of such covenant or provision of such notice shall in no way be deemed to be an assumption of any responsibility or liability by such interest holder under Proposition 65 or other environmental law, policy or statute. 24. No child care facilities shall be located within any location designated on the "facility risk map" as published by Northrop Grumman Corporation, dated October 31, 1997, on file in the Planning Division, or on the "cancer risk from toxic air pollution map" as published by SCAQMD, January 1999, on file in the Planning Division, unless it can be demonstrated to the satisfaction of the C.E.D.S. Director that due to such factors as site conditions (e.g., building placement) sensitive receptors at such facilities will not be exposed to significant levels of toxic emissions. NOISE 25. During the construction phase of the project, activities will be allowed between the hours of 7 A.M. to 6 P.M., Monday through Saturday, unless such hours are extended pursuant to a Noise Permit issued by the C.E.D.S. Director. Compliance for the operations phase will meet with the placement, screening, and maintenance standards for all external mechanical equipment. The proposed project shall be designed to ensure that noise generated by the proposed project operations does not exceed the City's noise standards, as established by the ESMC, for on -site or off -site receptors. A noise monitor shall be designated according to the relevant codes. Prior to issuance of a Grading Permit for each Project Area, the City shall designate a Noise Ordinance Compliance /Verification Monitor. Prior to the issuance of a Building Permit for each Project Area, the applicant's Final Working Drawings shall be submitted to the C.E.D.S. Director for review and approval relative to compliance with the City's Noise Ordinance. POLICE /SAFETY 26. Prior to the issuance of a Building Permit in each Project Area, the applicant shall submit an overall Security and Crime Prevention Plan, to the C.E.D.S. Director and the Police Department for review and approval, which shall address, without limitation the following: A. Lighting; B. Addressing; C. Telephones; D. Trash dumpsters (including space for recyclable materials); E. Indoor and outdoor security cameras installed at strategic locations; F. Parking lots and structures; G. Hotel key card systems; H. Fences, walls; I. Security hardware; Revision Date: 1/2/02 10 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL J. Office; K. On -site security personnel; L. Locker rooms; M. An Evacuation Plan and Procedures; N. A combination of closed circuit television system and private security patrols to monitor employee and other vehicle parking areas; O. The employment of security personnel who will monitor and patrol the proposed Project Site and coordinate with public safety officials; P. The installation of lighting in entryways, elevators, lobbies, and parking areas designed to eliminate potential areas of concealment; Q. A diagram of the proposed project, which will include access routes, and any information that might facilitate emergency response; R. Compliance on all applicable items on Police Department checklist memo dated October 11, 2001. All Security and Crime Prevention Plan measures shall be installed in conformance with the approved plans or shall be operational prior to the issuance of a Certificate of Occupancy. 27. Prior to the issuance of a Certificate of Occupancy for each building, the applicant shall pay a Police Service Mitigation Fee, equal to eleven cents per gross square foot of floor area, ($0.11 /sq.ft.). Compliance with this measure shall be verified by the C.E.D.S. Director prior to issuance of a Certificate of Occupancy for each building. PROJECT DESCRIPTION Plans 28. The City of El Segundo requires development project applicants to prepare and submit Final Working Drawings for review and approval. The applicant shall provide Final Working Drawings that comply with Policies and Requirements and these conditions of approval. The Final Working Drawings shall indicate proposed uses, building sizes and heights, and the specific location of structures, loading docks, staging areas, parking layout, landscaped areas and recreational amenities. The Final Working Drawings shall include vehicular, pedestrian and bicycle access, on- and off -site circulation, and linkage to other key elements in the site vicinity, including the MTA Green Line. The Final Working Drawings shall indicate building materials and architectural design elements that will be utilized in the construction of the proposed structures. The Final Working Drawings shall include information on security lighting and hardware and other detail required for compliance with the City's security, safety and crime prevention standards. The Final Working Drawings shall demonstrate compliance with the California Building Code, California Mechanical Code, Revision Date: 1/2/02 11 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL California Plumbing Code, California Fire Code, California Sign Code, and California Electrical Code, and approved Fire Life Safety Systems. In addition, the Final Working Drawings shall clearly indicate the location of all entrances and exits, including emergency vehicle access. All parcel buildings and structures shall be located in proximity to the proposed parcel lines such that they meet all requirements for exterior wall and opening protection. Additional information, as required through the plan check process, shall be included as appropriate. Prior to the issuance of a Building Permit for each Project Area, the applicant shall coordinate with all applicable City and applicable County agencies to prepare and submit Final Working Drawings to be approved by the C.E.D.S. Director, the Department of Public Works, the Fire Department and the Police Department. Prior to the issuance of a Certificate of Occupancy for each building, the applicant shall provide evidence to the C.E.D.S. Director, the Department of Public Works, the Police Department, and the Fire Department that Code and policy requirement conditions have been met. 29. The project shall provide the minimum and maximum floor areas for the uses as provided in the Corporate Campus Specific Plan. 30. The maximum project size shall be determined by the vehicle trip generation for each use. A maximum of 2,267 AM peak hour and 2,795 iriiPM peak hour vehicle trips shall be permitted for the whole project. The trip generation for each use and building shall be determined using the rates identified in Appendix B of the Corporate Campus Specific Plan. The project shall be allowed to develop a combination of uses as permitted in the Corporate Campus Specific Plan, consistent with the minimum floor areas indicated in The Corporate Campus Specific Plan, as long as the total AM and PM peak trip generation established in the EIR for the project as a whole is not exceeded, except as permitted by the Development Agreement. 31. The City of El Segundo requires development project applicants to prepare and submit a Construction Management Plan for each Project Area for review and approval by the C.E.D.S. Director and Director of Public Works. The Construction Management Plan shall consider all stages of construction, including grading, dirt hauling, employee travel, materials delivery, etc. The Construction Management Plan shall identify the types and approximate number of construction vehicles to be utilized and shall provide haul routes, staging area information and needed road or lane closures. The plan shall include, but not be limited to construction hours, construction trailer locations, construction and staging areas, construction crew parking, parking /access plan (including truck haul routes), construction methods and schedules. The plan shall limit construction hours to 7:00 a.m. to 6:00 p.m., Monday through Saturday, and prohibit construction on Sundays and holidays or as specified in the Municipal Code, unless such hours are extended pursuant to a Noise Permit issued by the C.E.D.S. Director. During construction, the areas of construction shall be enclosed by a six -foot high chain link fence. Gates of site fencing shall be located at driveways and shall not open over sidewalk/public right -of -way. During construction, trash shall be removed from the Project Site on an as needed basis. At the end of each construction day, all open trenches shall be completely closed or covered, or secured in accordance with Cal OSHA standards. All gates and access points to the construction area must be locked and /or fully secured at the end of construction each day. The applicant shall provide a twenty -four hour, every day contact person /liaison to receive and respond to complaints during construction. Revision Date: 1/2/02 12 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL 32. A Construction Management Plan shall also be required for review and approval by the C.E.D.S. Director and Department of Public Works for the installation of any utilities, including telecommunication utilities, in the public right -of -way. Such a plan shall include, without limitation, traffic control measures for any lane closures. 33. Prior to the issuance of a Grading or Building Permit for each Project Area, the applicant shall provide evidence to the C.E.D.S. Director that grading or any construction on property or within easements not owned or controlled by the applicant has been approved by the property owner or easement holder. Separate Grading and /or Building Permit(s) shall be obtained by the applicant with the easement holder as co- applicant, if needed. 34. Prior to the issuance of a Building Permit for each Project Area, the applicant shall submit plans and specifications for any new curbs, sidewalks, driveway approaches, wheelchair ramps, and asphalt concrete (A.C.) pavement, that shall be constructed /reconstructed for any missing public segments /areas on the perimeter of the Project Site adjacent to the building or parcel that is the subject of the Building Permit, as reasonably required by the Director of Public Works. Existing driveways and other concrete work not to be incorporated into the construction shall be removed and replaced with standard curb and sidewalk. Prior to issuance of a Certificate of Occupancy for the building that is the subject of the Building Permit, the applicant shall install the required public improvements per the approved plans to the reasonable satisfaction of the Director of Public Works. DEDICATIONS AND FEES 35. The applicant shall dedicate one -acre of the property to the City for locating a future fire station at a location mutually acceptable to the applicant and the City, as detailed in Development Agreement 01 -1. 36. Prior to the issuance of a Certificate of Occupancy Permit for each building, the applicant shall pay a Library Service Mitigation Fee, equal to three cents per gross square foot of floor area ($0.03 /sq.ft.). Compliance with this measure shall be verified by the C.E.D. Director prior to issuance of each Certificate of Occupancy for each building. 37. The applicant shall be permitted to modify the location of the parcel boundaries as approved on Vesting Tentative Tract Map No. 53570, consistent with the development standards in the Corporate Campus Specific Plan to accommodate the size and location of the fire station and park site properties, prior to recordation of Final Track Map No. 53570, provided a maximum of 26 parcels are created. 38. Prior to the issuance of a Building Permit for each Project area, the applicant shall submit a Lot Line Adjustment application, as needed, to realign the parcels to match the proposed locations of the buildings. 39. The applicant shall maintain all existing easements on the site if the easement is still required by its grantee. 40. The applicant shall provide reciprocal access agreements, subject to review and approval by the City Attorney, between any parcels that do not have independent direct vehicle access to a public right -of -way. Such agreements shall be recorded prior to issuance of any Certificate of Occupancy for a building on an affected parcel. Revision Date: 1/2/02 13 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL 41. Prior to the issuance of a building permit for any hotel, the hotel owner /operator shall agree to the payment of transient occupancy taxes for any management training or other similar guests of the hotel. Any hotel guests must re- register after a 30 -day extended stay in order to ensure the payment of the transient occupancy tax. The agreement shall be reviewed and approved by the C.E.D.S. Director and the City Attorney and recorded in the Office of the County Recorder prior to the issuance of the Certificate of Occupancy. 42. Concurrent with the submittal of any plans or request for permits, the applicant shall provide funds in trust to the C.E.D. Director to cover the reasonable first year costs, including City consultants costs, of the monitoring of all conditions of approval and mitigation measures adopted in the MMRP. Annually thereafter, the applicant shall replenish funds on the anniversary of the approval date sufficient to cover the reasonable costs, including City consultants' costs for each year. The C.E.D.S. Director, at his discretion, may hire a consultant to coordinate and monitor compliance. 43. Prior to the issuance of a Grading Permit, Building Permit, or Certificate of Occupancy, as the case may be, the applicant shall provide evidence to the C.E.D.S. Director that all mitigation measures in the MMRP have been or will be implemented pursuant to the project's mitigation monitoring plan. Compliance with this measure shall be verified by the C.E.D.S. Director. CONSTRUCTION REQUIREMENTS 44. All work within the City public right -of -way shall be in accordance with the latest edition of the Standards Specifications for Public Works Construction and City of El Segundo Standard Specifications. No work shall be performed in the public right -of -way without first obtaining a Public Works Encroachment Permit. 45. Prior to the issuance of a Grading or Building Permit for each Project Area, the applicant shall provide evidence to the reasonable satisfaction of the C.E.D.S. Director that all applicable permits from other agencies have been obtained including, but not limited to, Caltrans, State Water Quality Control Board's National Pollution Discharge Elimination Systems (N.P.D.E.S) Permit, South Coast Air Quality Management District, and Los Angeles County Department of Public Works. 46. Following the receipt of all requisite permits, the applicant shall notify the C.E.D.S. Director of the date that construction will commence. 47. At such timed deemed necessary by the C.E.D.S Director, the applicant shall provide an on- site inspection office trailer for the use of City inspection personnel. STORMWATER (GROUND HYDROLOGY AND GROUND WATER QUALITY) 48. The Los Angeles Regional Water Quality Control Board has promulgated rules and standards including, without limitation, obtaining an NPDES Permit and regulations related to underground and above ground storage tanks. The applicant's compliance with LARWQCB will ensure compliance with the applicable sections of the California Water Code (Section 13260), the Clean Water Act, and the Porter - Cologne Water Quality Control Act. The applicant shall ensure that any on -site tanks for use in the storage of fuels, wasted oil, Revision Date: 1/2/02 14 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL solvents or other chemicals, which are located either above ground or underground, shall be placed, constructed and maintained in accordance with the requirements of the LARWQCB. 49. The applicant shall adhere to any relevant requirements of the LARWQCB regarding development of the site. The applicant shall prepare a Storm Water Pollution Prevention Plan ( SWPPP) which will demonstrate best management practices relevant to compliance with LARWQCB requirements and the California General Construction Permit. Prior to the issuance of a Grading Permit for the proposed project, the applicant shall provide a SWPPP to the LARWQCB, the C.E.D.S. Director and Fire Department for review and approval relative to compliance with the provisions and requirements of the LARWQCB. Prior to issuance of a Building Permit for each Project Area, the applicant shall apply for the appropriate notifications and /or registrations for any on -site storage tanks. The applicant shall provide a copy to the City of the Notice of Intent required by the LARWCCB. 50. Prior to the issuance of a Grading and /or Building Permit for each Project Area, the applicant shall provide a drainage plan for that portion of the Project Area affected that eliminates pollutants to surface runoff as required by NPDES requirements. The drainage plan shall be reviewed and approved by the C.E.D.S. Director and Public Works. Prior to the issuance of a Certificate of Occupancy for each Project Area, the applicant shall demonstrate that the drainage plan has been implemented and is effective to the reasonable satisfaction of the C.E.D.S. Director and Director of Public Works. 51. Prior to the issuance of a Building Permit for each Project Area, the applicant shall provide evidence to the C.E.D.S. Director and Public Works that pavement on -site shall be adequately applied to prevent soil erosion. Further, paved areas on -site shall be regularly maintained (i.e., all cracks repaired and debris removed on a regular basis) to prevent soil erosion. The applicant shall install improvements pursuant to the approved plans prior to final sign -off of the Permit. Prior to the issuance of a Grading or Building Permit for each Project Area, the applicant shall provide evidence to the C.E.D.S. Directors and Public Works that on -site drainage shall be directed to existing storm drains. The applicant shall install said improvements per the approved plans prior to final sign -off of the Permit. 52. Prior to the issuance of a Grading or Building Permit for each Project Area, the applicant shall prepare a Standard Urban Stormwater Mitigation Plan (SUSMP) and provide evidence to the C.E.D.S. Director and Director of Public Works that the project area that is the subject of the Grading or Building Permit complies with City of El Segundo Urban Runoff Pollution Prevention Controls (Title 5 - Health and Sanitation, Chapter 7 - Standards Urban Stormwater Mitigation Plan Implementation of the El Segundo Municipal Code). The applicant shall install said improvements per the approved plans prior to final sign -off of the Permit. 53. Prior to the issuance of a Grading or Building Permit for each Project Area, the applicant shall provide evidence to the C.E.D.S. Director and Director of Public Works that: A. Collection basins to reduce silts in storm water prior to runoff drainage to the Los Angeles Flood Control System have been adequately incorporated into the project design; B. On -site catch basins shall be designed and constructed to screen out larger matter to prevent flooding of the project site resulting from debris caught in the drainage canal; Revision Date: 1/2/02 15 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL C. Drainage channels within parking lot and paved areas shall be designed and constructed to direct storm water and /or irrigation run -off to collection basins provided on -site; D. On -site drainage and hydrology improvements shall be designed in conformance with applicable standards of the City of El Segundo and the Los Angeles County Department of Public Works, including policies in the Public Safety Element of the City's General Plan; E. The project is in compliance with applicable permit requirements of the Los Angeles County Department of Public Works or Los Angeles County Flood Control District; F. On -site drainage and hydrology improvements shall be designed using the necessary hydraulic /hydrology and structural calculations required for permitting by the Los Angeles County of Department of Public Works: and, G. All on -site development shall be consistent with a Hydrology and Drainage Study and the Final Working Drawings, as approved by the City; and, H. Prior to the issuance of any subsequent Permit `Final Inspection Approval' for the proposed project, the applicant shall provide evidence to the C.E.D.S. Director and Public Works that all the improvements herein have been constructed in compliance with the appropriate regulations and specifications. TRANSPORTATION /CIRCULATION /PARKING 54. Prior to the issuance of the first Building Permit for the Project Site, the applicant shall provide Los Angeles County Congestion Management Plan (CMP) Debit/Credit Calculations, and a Phasing Plan for CMP related improvements, to the C.E.D.S. Director and Public Works for reasonable review and approval. The calculations shall include only programs which meet all the minimum criteria (e.g., density) contained in the CMP. Prior to the issuance of a Certificate of Occupancy for the building, the applicant shall provide evidence to the C.E.D.S. Director that the proposed project CMP debits /credits related improvements were implemented and balanced on the Project Site in accordance with the approved phasing plan. Compliance with this measure shall be verified by the C.E.D.S. Director prior to permit issuance. As may be applicable, the City will give credit for CMP related improvements towards the applicant's traffic mitigation impact fee, as appropriate. 55. Prior to the issuance of a Building Permit for each Project Area, the applicant shall provide a Pedestrian Access /Circulation Plan to the C.E.D.S. Director, Recreation and Parks, and Police for review and approval. The Plan shall identify the location of pedestrian, bicycle accesses and indicate linkage to other key elements in the site vicinity, and within the project itself, including parking areas, building entrances, bike racks, recreational elements, etc. The Plan shall reflect a safe movement pattern, which does not significantly conflict with vehicular movement and parking access areas. Prior to the issuance of a Certificate of Occupancy for each Project Area, the applicant shall provide evidence to the C.E.D.S. Director, Recreation and Parks, and Police that the approved pedestrian and bicycle access features have been installed and will be adequately maintained per the approved plan. Revision Date: 1/2/02 16 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL 56. Prior to the issuance of a Building Permit for each Project Area, the applicant shall submit plans for review and approval by the C.E.D.S. Director that show electric vehicle charging stations for at least one -half (1/2) percent of the total number of required parking spaces. Prior to the issuance of each Certificate of Occupancy, the charging stations shall have been installed, per the approved plans. The charging station may receive credit under the Air Quality Mitigation Plan, as appropriate. 57. Prior to the issuance of each Building Permit for each Project Area, the applicant shall submit a detailed Traffic, Circulation and Parking Plan, prepared by a licensed traffic engineer, for review and approval by the Director of Public Works, the C.E.D.S. Director, the Police Chief, the Fire Chief, and the City's Traffic Engineer. Alternatively, such a plan may be submitted for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. The Traffic, Circulation and Parking Plan shall include, without limitation, the following: A. An analysis of the estimated traffic generation for the building(s); B. An analysis of the current level of service (LOS) at adjacent intersections which may be impacted by the project; C. A Sensitivity Analysis, to determine if any of the mitigation measures, as identified in the EIR, or other proposed improvements, such as construction of the internal private roadway, must be implemented prior to the completion of a particular building(s) due to the traffic generation from that particular building(s); D. Sight distances for each structure and parking area associated with the building(s); E. An analysis of the traffic volumes at each driveway or intersection associated with the building(s) in order to determine if any offsite improvements are warranted (i.e., deceleration lanes, left -turn pockets, new or modified traffic signals, etc.) that were not analyzed in the EIR due to the approximation of building locations in the EIR; F. Any new traffic signals or modifications to existing traffic signals shall be subject to the review and approval of the Los Angeles County Department of Public Works. The applicant shall pay the applicable county costs to provide plan check and inspection services; G. The applicant shall be required to dedicate any on -site land required to accommodate any required intersection improvements (e.g., deceleration lanes); H. All truck circulation; I. Visitor parking; J. All access points to the project site, which should be aligned with existing driveways and intersections where possible; K. Off -site circulation improvements; L. All median modifications, if necessary; Revision Date: 1/2/02 17 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL M. All dead end aisles eliminated to satisfy City Codes; N. All truck turning radii; O. The location of required loading spaces; P. An analysis that shows the location and the timing of construction of the required parking for the building or Project Area; Q. The parking shall be conveniently accessible; R. Pedestrian crossing areas of the private roadways shall be called out on the plans and appropriately designated; and, S. All parcels and structures shall be connected by an accessible route of travel that meets the requirements of Title 24 of the California Building Code. Final site plan approval for each building(s) shall be contingent upon fulfillment of the above traffic design review requirements. All Circulation and Parking Plan improvements which require installation shall be installed prior to the issuance of each Certificate of Occupancy for the building(s) which are the subject of the Traffic, Circulation and Parking Plan. Compliance with these requirements shall be verified by the Director of Public Works, the C.E.D.S. Director, the Police Chief, the Fire Chief, and the City's Traffic Engineer prior to the issuance of a Certificate of Occupancy. 58. No parking shall be allowed on the internal private roadways. The applicant shall install "No Parking" signs, subject to the approval of the Public Works Department. 59. The applicant shall provide handicap accessible pedestrian walkways, with a minimum five - foot width, within the required setbacks abutting all internal private roadways. Any internal roadways dedicated to the City as public roadways may have handicap accessible pedestrian walkways within the public right -of -way instead of locating them on private property. 60. Prior to the issuance of a Building Permit for each Project Area, the applicant shall submit Final Working Drawings to the C.E.D.S. Director for review and approval that shows that all handicapped, carpool, vanpool, motorcycle, and bicycle parking and other TDM and TSM physical requirements have been provided as reasonably required by the City. All TDM /TSM physical requirements required by City regulations, as may be modified by Development Agreement 01 -1, shall be installed prior to the issuance of each Certificate of Occupancy. 61. Prior to the construction of the portion of the private internal roadway for the proposed project that would intersect Atwood Way, the applicant shall secure a Caltrans Encroachment Permit to alter the Atwood Way on -ramp intersection improvements as set forth in the EIR. The alterations to the intersection of the 1 -105 eastbound on -ramp at Atwood Way shall be in accordance with relevant Caltrans Encroachment Permit requirements and conditions and shall be shown on the Final Working Drawings. The applicant shall be responsible for the costs of modifications to the intersection and construction of all the private internal roadways. Prior to the issuance of a "Final Inspection Revision Date: 1/2/02 18 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL Approval" of the private internal roadway improvements, the applicant shall install the intersection improvements. The improvements shall be reviewed and approved by the City Traffic Engineer, and C.E.D.S. Director. 62. The private internal roadways shall be constructed in accordance with applicable Department of Public Works construction standards for a public roadway with the minimum dimensions required by the Corporate Campus Specific Plan, and shall comply with applicable requirements of the Americans with Disabilities Act (ADA), as well as City requirements for traffic signage, street lighting, drainage plans, and underground utility service, subject to the review and approval of the Director of Public works. The applicant shall be responsible for the design, construction, and maintenance of the private internal roadways. 63. The applicant shall prepare public assess easements on all the internal private roadways, subject to the review and approval of the C.E.D.S Director and City Attorney to permit public use of the internal private roadways. Upon approval, such easements shall be recorded with the County Recorder prior to the issuance of a Building Permit for construction of the roadways. 64. The applicant shall install off -site traffic related mitigation measures as set forth in the EIR and MMRP at the time when amount of building (floor area or vehicle trips) triggers the impact for which the mitigation measure is based, as documented in the required Traffic, Circulation, and Parking Plan. 65. Should it be necessary to alter the striping of the Nash Street off -ramp from the 1 -105 Freeway, the applicant shall secure an Encroachment Permit from Caltrans and the City of Los Angeles, as documented in the required Traffic, Circulation, and Parking Plan. 66. Prior to the issuance of a Building Permit for each Project Area, the applicant shall submit a temporary lane closure plan for review and approval by the Director of Public Work, Fire Chief and Police Chief if lane closures will be required during construction for a particular building to insure construction vehicles, equipment and supplies do not interfere with local emergency response routes and incidences. 67. If the Nash - Douglas one -way couplet is eliminated by the City Council, and both Nash Street and Douglas Street are returned to two -way traffic by the City prior to the build out of the project, the applicant shall bear the cost of designing and constructing needed traffic improvements on the portion of the Nash and Douglas Streets fronting the project required as the direct result of the proposed project. 68. Driveway entrances shall be clearly marked, as well as different areas of the parking lot, to ensure visiting vehicles do not accidentally enter the truck staging area. 69. The applicant shall coordinate construction lane closures with the Director of Public Works, Police Chief and Fire Chief. 70. Concurrent with the sale of the park site to the City, the applicant shall record an Agreement for the Maintenance of Off -site Parking, subject to the review and approval of the City Attorney, to provide a parking spaces for public use for the park site to be located on one or more of the Project Areas. Revision Date: 1/2/02 19 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL UTILITIES 71. The Los Angeles County Sanitation District requires a Buildover Permit for construction over its sewer easements. The applicant shall demonstrate through its Grading Plans in the affected Project Areas that all alterations to final sewer easements, relocation of sewer manholes, and rights of way shall be in accordance with relevant Buildover Permit(s) to allow the construction of the proposed project and other project components over the 10- foot wide sewer easement. Prior to the issuance of the affected Grading Permits in the affected Project Areas for the proposed project, the applicant shall provide evidence to the C.E.D.S. Director that the Buildover Permit(s) has been obtained or the easement has been relocated. 72. Prior to the issuance of a Building Permit for each Project Area, the applicant shall provide a Utility Plan to the C.E.D.S. Director and Public Works for review and approval. The Utility Plan shall demonstrate that all on -site utilities, including fiber optic utility lines from each building to the public right -of -way, are placed underground. The applicant shall assume the costs for the relocation of all utilities, without limitation, light poles, electrical vaults, and fire hydrants, which are due to the proposed project. Prior to the issuance of a Certificate of Occupancy for each Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that the approved Utility Plan improvements has been installed and appropriate access provided per the approved plan. 73. Encroachment Permits shall be obtained from the Engineering Division of the Public Works Department for demolition haul -off. This Permit must be obtained at the same time the permit for demolition is issued. An Encroachment Permit for grading is also required when import or export of dirt exceeds fifty cubic yards. Demolition and grading may be listed on one Encroachment Permit. 74. If new sewer laterals are required and constructed in the public right -of -way, they shall be a minimum of six inches inside diameter. Material shall be "vitreous clay pipe." Each lateral shall have a six -inch clean -out brought to grade at the property line and securely capped. A B9 size box shall be placed around the clean -out for protection. The box shall have a cover emblazoned with the word "sewer." If in a traffic area, the cover shall be traffic approved. All elevations of planned sewer connections shall be reviewed and approved by the Director of Public Works prior to starting construction. Existing sewer laterals shall be plugged at the sewer mainline and capped at the property line. Existing six -inch wyes may be reused if approved by the Director of Public Works. Any required sewer laterals shall be installed prior to the issuance of a Certificate of Occupancy for the building to be served. 75. No material storage is allowed in the public right -of -way except by Encroachment Permit issued by the Engineering Division of the Public Works Department. If material storage is allowed in the public right -of -way, it shall be confined to parkway areas and street parking areas, as long as safe and adequate pedestrian and vehicular passage is maintained at all times as determined by the Engineering Division. Storage beyond these areas in the public right -of -way requires prior approval of the Public Works Director and shall be limited to a maximum period of 24 hours. 76. Prior to the issuance of a Building Permit for each Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that proposed utility Revision Date: 1/2/02 20 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL service improvements will be of a quality reasonably acceptable to the C.E.D.S. Director. The developer shall encourage and promote a high quality, efficient, and sustainable development through the incorporation and utilization of the best and most cost - effective electrical, natural gas, communications, sewage handling, water conservation, and solid waste disposal equipment and systems. Compliance with this measure shall be verified by the C.E.D.S. Director prior to Building Permit issuance. 77. Prior to the issuance of a Building Permit for each Project Area, the applicant shall submit Street and Public Right -of -Way Improvement Plans for review and approval to the Director of Public Works and C.E.D.S. Director. Said plans shall include any required dedications and sidewalks in accordance with City standards necessary for the building that is the subject of the Permit. Prior to the issuance of a Certificate of Occupancy for each building that is the subject of the Permit, the applicant shall dedicate any required right -of -way and install all sidewalks in accordance with plans and specifications approved by the City. Alternatively, the applicant may submit Street and Public Right -of -Way Improvement Plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 78. If any off -site upgrades are required due to changes in the proposed peak demands in sewer services, a program for the implementation of the upgrades shall be provided to demonstrate capacity availability within a reasonable time frame prior to occupancy. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director that adequate sewer capacity is available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any sewer upgrade plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 79. If any off -site upgrades are required due to changes in the proposed peak demands in water and wastewater service, a program for the implementation of the upgrades shall be provided to demonstrate capacity availability within a reasonable time frame prior to occupancy. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director that adequate water and wastewater capacity is available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any water and wastewater upgrade plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 80. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that the appropriate additional on -site water and wastewater improvements as identified by the El Segundo Water and Wastewater Division, or an equivalent service provider, have been installed. Such additional measures shall include separate services for potable and fire water systems, a separate water meter for each building, and potable system to be a combined irrigation and domestic, or separated into domestic and irrigation meters. Separate fire services with double detector check valves and backflow preventers are required. Upon competition of the site plan, the exact size and number of fire lines will be determined. Alternatively, the applicant may submit any improvement plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. Revision Date: 1/2/02 21 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A" CONDITIONS OF APPROVAL 81. If any off -site upgrades are required due to changes in the proposed peak demands for telecommunication services, a program for the implementation of the upgrades shall be provided to demonstrate capacity availability within a reasonable time frame prior to occupancy. Prior to issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 82, Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that any appropriate additional improvements for on -site telecommunication services as identified by Pacific Bell, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. Such additional improvements shall include that the developer shall provide the conduit trench and point of entry to the site while Pacific Bell installs the cable to the point of entry. All additional on -site improvements shall be provided by the applicant. If the existing facilities serve adjacent properties, the services may require relocation. Alternatively, the applicant may submit any improvement plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 83. If any off -site upgrades are required due to changes in the proposed peak demands in natural gas service, a program for the implementation of the upgrades shall be provided to demonstrate capacity availability within a reasonable time frame prior to occupancy. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Compliance with this measure shall be verified by the C.E.D.S. Director prior to permit issuance. Alternatively, the applicant may submit any improvement plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 84. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that any appropriate additional on -site natural gas service improvements as identified by The Gas Company, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. Compliance with this measure shall be verified by the C.E.D.S. Director and prior to the issuance of the Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 85. If any off -site upgrades are required due to changes in the proposed peak demands for electrical service, a program for the implementation of the upgrades shall be provided to demonstrate capacity availability within a reasonable time frame prior to occupancy. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works Revision Date: 1/2/02 22 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL that adequate facilities are available to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. 86. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that any appropriate additional on -site electrical service improvements as identified by The Edison Company, or an equivalent service provider, have been installed to accommodate the building that is the subject of such Certificate of Occupancy. Alternatively, the applicant may submit any improvement plans, if required, for a Project Area or a number of buildings at one time if that group of buildings will be completed within a reasonable time period of each other. WATER 87. Prior to the issuance of the first Building Permit for each building within a Project Area, the applicant shall submit Off -site Reclaimed Water Facility Plans to the C.E.D.S. Director and the Director of Public Works for review and approval. Such plans shall include the extension of the reclaimed water trunk line in Nash Street from the termination of the line at a separately planned extension near the intersection of Nash Street and Mariposa Avenue to the furthest applicable extension of the Project Area necessary to provide service to the Project Area. Said plans for the off -site improvements shall include an approval from West Basin Municipal Water District, the supplier of reclaimed water. Alternatively, such plans may be submitted for the whole project site prior to issuance of the first Building Permit any Project Area. 88. Prior to the issuance of a Building Permit for each building within a Project Area, the applicant shall submit Final Working Drawings that incorporate On -site Irrigation Plans to the C.E.D.S. Director and the Director of Public Works for review and approval. Such plans shall indicate that reclaimed water shall be utilized in the irrigation systems for all landscape areas and other uses, as approved by the Department of Public Works, when available from the West Basin Municipal Water District or other supplier of reclaimed water. Such plans shall include the installation of a dual water line system on -site to accommodate distribution of potable water for landscaping until reclaimed water for landscaping becomes available for the Project Area. In addition to the utilization of reclaimed water for irrigation, other water conservation features such as low -flow devices and automated shut -offs shall be included throughout the Project Site. Water management systems shall include both water conservation and wastewater reduction features. 89. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall provide evidence to the C.E.D.S. Director and the Director of Public Works that the connection with the City's reclaimed water system has been provided, the approved water management systems and water - saving devices have been incorporated into project development, and that the water facilities have been installed per the approved plans. If the water provider is unable to make reclaimed water available prior to the issuance of the Certificate of Occupancy, then potable water may be utilized and the Certificate of Occupancy shall be issued. Revision Date: 1/2/02 23 CITY COUNCIL RESOLUTION No. 4241 Exhibit "C" CITY COUNCIL ORDINANCE No. 1345 Exhibit "A' CONDITIONS OF APPROVAL 90. The applicant shall install a loop water distribution system for the Project Site with service connections to each of the 12 -inch water mains in the streets surrounding the project, subject to the review and approval of the Director of Public Works. Prior to the issuance of a Building Permit for each Project Area, the applicant shall submit a construction phasing plan for the water service, which shall include, without limitation, how the building which is the subject of the permit will be connected to the looped water distribution system. 91. Prior to the issuance of a Certificate of Occupancy for each building within a Project Area, the applicant shall pay the applicable water meter installation fees. Compliance with this measure shall be verified by the C.E.D.S. Director prior to issuance of the Certificate of Occupancy. 92. Prior to the issuance of a Building Permit for each building within a Project Area, the applicant shall pay the applicable sewer connection fees and charges. Compliance with this measure shall be verified by the C.E.D.S. Director prior to Permit issuance. INDEMNIFICATION 93. TPG -El Segundo Partners, LLC 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 Resolution No. 2517. 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 City approval of the Resolution No. 2517, TPG -El Segundo Partners, LLC 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. 94. TPG -El Segundo Partners, LLC must acknowledge receipt and acceptance of the Project Conditions by executing the acknowledgement below. By signing this document, TPG -El Segundo Partners, LLC certifies that it has read, understood, and agrees to the Project Conditions listed in this document. [Name � Thomas S. Ricci [Title] Senior Vice President flf Corporation or similar entity, need two officer signatures or evidence that one signature binds the company} P: \Planning & Building Safety\ PROJECTS \526- 550 \Ea -548 \Conditions of approval ver.7 -cc final.doc Revision Date: 1 /2/02 24 CORPORATE CAMPUS SPECIFIC PLAN ENVIRONMENTAL ASSESSMENT NO. EA -548 GENERAL PLAN AMENDMENT NO. GPA 01 -2 ZONE CHANGE NO. ZC 01 -1 ZONE TEXT AMENDMENT NO. ZTA 01 -1 SPECIFIC PLAN NO. SP 01 -1 DEVELOPMENT AGREEMENT NO. DA 01 -1 ADMINISTRATIVE USE PERMIT NO. AUP 01 -1 VESTING TENTATIVE TRACT NO. 53570 (SUB. 01 -5) PREPARED FOR: CITY OF EL SEGUNDO 350 MAIN STREET EL SEGUNDO, CALIFORNIA 90245 (310) 524 -2300 APPLICANT: TPG -EL SEGUNDO PARTNERS, LLC 355 SOUTH GRAND AVENUE, SUITE 2820 LOS ANGELES, CA 90071 (213) 613 -1900 PREPARED BY: PSOMAS 11444 WEST OLYMPIC BLVD. SUITE 750 LOS ANGELES, CA 90064 (310) 954 -3700 DECEMBER 119 2001 CORPORATE CAMPUS SPECIFIC PLAN TABLE OF CONTENTS I. INTRODUCTION ................................................................................ ..............................1 A. SPECIFIC PLAN BOUNDARY ............................................................... ..............................1 B. SPECIFIC PLAN SCOPE AND GOALS ..........................................._........ ..............................I II. OVERVIEW OF THE SPECIFIC PLAN STUDY AREA ............... ..............................6 A. THE COMMUNITY .............................................................................. ..............................6 1. Demographics ........................................................................ ..............................6 2. Location Context .................................................................... ..............................6 3. Economic Context .................................................................. ..............................8 B. EXISTING LAND USES ....................................................................... ..............................8 C. EXISTING UTILITIES AND INFRASTRUCTURE ...................................... ..............................8 1. Water Service ......................................................................... ..............................8 2. Fire Protection ....................................................................... ..............................9 3. Sewer Service ......................................................................... ..............................9 4. Gas /Electric /Telephone Utilities ............................................ ..............................9 S. Solid Waste Disposal ............................................................. ..............................9 D. BACKGROUND AND SETTING ............................................................ .............................10 E. POTENTIAL CHANGES ....................................................................... .............................10 III. POLICIES AND GUIDELINES ........................................................ .............................11 A. ECONOMIC DEVELOPMENT ............................................................... .............................11 B. LAND USE ........................................................................................ .............................11 C. CIRCULATION ................................................................................... .............................12 D. AESTHETIC ....................................................................................... .............................13 E. LANDSCAPING .................................................................................. .............................14 F. PUBLIC SAFETY ................................................................................ .............................14 G. SIGNAGE ......................................................................................... ..............................1 S IV. ADMINISTRATION .......................................................................... .............................16 A. INTRODUCTION ................................................................................. .............................16 City of El Segundo Page i December 11, 2001 B. SPECIFIC PLAN ADMINISTRATION ..................................................... .............................16 1. Administrative Determinations ............................................. .............................16 2. Land Use Determinations ..................................................... .............................16 3. Development Standards Determinations .............................. .............................16 C. CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE ............ .............................17 V. DEVELOPMENT STANDARDS ...................................................... .............................18 A. PERMITTED USES ............................................................................. .............................18 B. PERMITTED ACCESSORY USES ......................................................... .............................19 C. USES SUBJECT TO AN ADMINISTRATIVE USE PERMIT ...................... .............................19 D. USES SUBJECT TO A CONDITIONAL USE PERMIT ............................. .............................19 E. PROHIBITED USES ............................................................................ .............................19 F. DEVELOPMENT STANDARDS ............................................................. .............................20 1. General Provisions ............................................................... .............................20 2. Lot Area ................................................................................ .............................20 3. Height .................................................................................... .............................20 4. Setbacks ................................................................................. .............................21 S. Lot Frontage ......................................................................... .............................21 6 Gross and Net Floor Area ..................................................... .............................21 7. Floor Area Ratio and Transfer of Development Rights ........ .............................22 8. Walls & Fences ..................................................................... .............................22 9. Traffic and Access ................................................................. .............................22 10. Parking and Loading ............................................................ .............................24 11. Minimum and Maximum Floor Area By Use ........................ .............................25 12. Signage .................................................................................. .............................26 13. Landscaping .......................................................................... .............................27 City of El Segundo Page ii December 11, 2001 EXHIBITS EXHIBIT 1 REGIONAL LOCATION .................................................................. ..............................3 EXHIBIT 2 LOCAL VICINITY ......................................................................... ..............................4 EXHIBIT 3 CONCEPTUAL SITE PLAN ............................................................. ..............................5 EXHIBIT 4 VESTING TENTATIVE TRACT MAP NO. 53570 ............................. ..............................7 City of El Segundo Page iii December 11, 2001 TABLES TABLE 1: CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE ............ .............................17 City of El Segundo Page iv December 11, 2001 APPENDICES APPENDIX A CORPORATE CAMPUS SPECIFIC PLAN LEGAL DESCRIPTION ....... .............................29 APPENDIX B CORPORATE CAMPUS SPECIFIC PLAN TRIP GENERATION RATES, CREDITS, AND CAPS.......................................................................................... .............................37 City of'El Segundo Page v December 11, 2001 CORPORATE CAMPUS SPECIFIC PLAN I. INTRODUCTION A. SPECIFIC PLAN BOUNDARY The Corporate Campus Specific Plan (CCSP) area is located in the City of El Segundo, County of Los Angeles, California (see Exhibit 1). El Segundo is situated 15 miles southwest of downtown Los Angeles. It is located south of Los Angeles International Airport (LAX), east of the Pacific Ocean, north of the City of Manhattan Beach, and west of the City of Hawthorne. More specifically, the roughly rectangular 46.5 -acre site is located in the northeast portion of the City of El Segundo, approximately 0.5 miles south of the Los Angeles International Airport (LAX). The site is bounded by Atwood Way and the elevated MTA Green Line to the north, Douglas Street to the east, Mariposa Avenue to the south, and Nash Street and the elevated MTA Green Line to the west (see Exhibit 2). B. SPECIFIC PLAN SCOPE AND GOALS The Corporate Campus Specific Plan consists of a mixed -use development program that would accommodate a range of uses, heights, and building square footages. The Specific Plan area is designed to accommodate up to approximately 2,175,000 gross square feet of buildings and associated parking on approximately 46.5 acres of land (see Exhibit 3). Uses may include (but are not limited to) office, research and development, light industrial/manufacturing, laboratories, restaurants, technology related telecommunications and web hosting facilities, hotel /conference center with appurtenant restaurant, retail, service, recreational, and public service uses. The El Segundo General Plan provides the underlying fundamentals of the Corporate Campus Specific Plan. The Specific Plan serves both as a planning and regulatory document. It is the device implementing the El Segundo General Plan in the study area. Proposed development plans or agreements, tentative tract or parcel maps, and any other development approval must be consistent with the Specific Plan. Projects consistent with this Specific Plan will be automatically deemed consistent with the General Plan. The Corporate Campus Specific Plan has 5 major goals, which reflect the vision of the General Plan: Facilitate Economic Development a. Enhance the City's economic base through the addition of a variety of uses such as (but not limited to) office, hotel, retail, restaurant, recreation, office, light industrial, research and development, and technology /web hosting/telecommunications. City of El Segundo Page 1 December 11, 2001 b. Expand quality retail service facilities in proximity to major employment centers. 2. Promote Compatible Land Uses a. Retain and attract economically viable, environmentally safe uses that provide a stable tax base and minimize any negative impact on the City. b. Provide a combination of standards and incentives that will stimulate quality development. 3. Provide a Safe, Convenient, and Efficient Circulation System a. Provide a system that incorporates the present and future circulation needs of the surrounding community. b. Ensure private development identifies potential impacts and proposes reasonable and feasible measures to mitigate potential impacts on the community. C. Implement Transportation Demand Management measures to discourage single - occupant vehicles, particularly during peak hours, while encouraging ridesharing, flexible work schedules, telecommuting, and preferential parking for carpools. 4. Accentuate Overall Positive Identity of the Community a. Enhance services and convenience while respecting the immediate surrounding uses. b. Incorporate well - designed landscape, lighting, and signage elements. 5. Encourage Alternative Modes of Transportation a. Provide a mix of uses that stimulate pedestrian environments, reducing traffic impacts to, and within, the area. b. Develop mixed uses within 1/4 -mile of a Metro Green Line station to encourage transit usage. C. Provide pedestrian linkages to and from the Metro Green Line station and between buildings. d. Design pedestrian circulation systems that encourage walking as a safe, convenient, and enjoyable travel mode. City of El Segundo Page 2 December 11, 2001 EXHIBIT 1 REGIONAL LOCATION MAP City of Et Segundo Page 3 December 11, 2001 EXHIBIT 2 LOCAL VICINITY MAP x uty Q1 Ct )egunao Page 4 December 11, 2001 EXHIBIT 3 CONCEPTUAL SITE PLAN City of El Segundo Page 5 December 11, 2001 II. OVERVIEW OF THE SPECIFIC PLAN STUDY AREA A. THE COMMUNITY The Corporate Campus Specific Plan area is located in the northeastern quadrant of the City of El Segundo. The design and implementation of this Specific Plan relate directly to its position within this larger context. 1. Demog ohics The community served by the City of El Segundo includes a very diverse population, representing the full spectrum of social, environmental, and economic issues. According to 2000 Census Data, El Segundo has a population of 16,033 and a total of 7,261 dwelling units. From 1990 to 2000, El Segundo's population increased by 5 %.' At year -end 1997, the daytime population was approximately 75,0002. According to 2000 Census Data, the median age of El Segundo residents is 36.4 years. Family households are still a majority in El Segundo (55 %) as opposed to single or unrelated households3. 2. Location Context The City of El Segundo is adjacent to the City of Los Angeles on the north, the City of Hawthorne and the County of Los Angeles on the east, the City of Manhattan Beach and the County of Los Angeles on the south, and the City of Los Angeles and the Pacific Ocean on the west. As shown in Exhibit 2, the site is less than a quarter mile south of the Glen Anderson Century Freeway (I -105), one mile west of the San Diego Freeway (SR -405), and approximately one mile west of the juncture of these two freeways. The Corporate Campus Specific Plan area is situated in the northeast portion of the City of El Segundo, approximately 0.5 miles south of the Los Angeles International Airport (LAX). The site is bounded by Atwood Way and the elevated MTA Green Line to the north, Douglas Street to the east, Mariposa Avenue to the south, and Nash Street and the elevated Green Line to the west. In the immediate area of the Specific Plan, the Metro Green Line runs east and west along I -105 and Atwood Way, and turns south at the site's northwest corner. The Metro Green Line provides service between Norwalk and Redondo Beach. The Mariposa -Nash Street station lies diagonally across the street from the Specific Plan area at the southwest corner of Mariposa Avenue and Nash Street. 1 2000 Census Data ( www.scag.ca.gov). 2 City of El Segundo Finance Department - December, 1997 Annual Financial Report (CAFR). 3 2000 Census Data (www.scag.ca.gov). City of El Segundo Page 6 December 11, 2001 i I iapp 'r. o- f.L'14�95.N) ]"E s smr ym. 7saoo'�(R�e &aoD A2 - J.j d _ R�83400 RL63466) 6 ��N� yxP i r74s:w iS' [- T87 ..�,: ,�a`�.-°`. - � ts• / -t�` . �I I I - I� I I O J I � 1 11 - y 1 1?— e34 ar .c i . fia4.ar l I / 166 ''°° °` _ _ I r 6.zssu'3d ot,S�FQa�CC- : 1 I 'u' 9' i 1 (� I�I� L ;ws'D i d u l 45 5AS'42•)l 'Ot Ludo ((Rtte�.ia�ro') %� I I _ j 7s2estsa s�l n H) 1 it __ III it L — = =__J 1' I III !� II Ij if 1 8 :e�SiS 1 1. 1 I G 1 oI li, t t 11 1 N II I I .I t.fis« 11 t�« •1 I{ I ;I itl Is sass is w '�6a (654 ! 1 I -- - - - - -_ 1 - -- — - h. `It.smo9(tt5o') — — I I 'aao• B"SiREET ,aa• it t ry I 6.54' (65j ` g 142' �50 IZ�7 0 91 'B�S7AEETy - -- _ _ -- 265 i — � I L _ - --1 i -t.6s« 11I 1 It IjIII „� � ' I t.� 1 ��yy i1�1 n 1 1 1 � I I I l `EX �� I 111 1 ��—� t.n« I I I W "•, t' I 1 Lh R 1{� PARCEL 1! y III 1 L 1 v D III j ' —. { Y ID L !I a 111 I 1 'I, ,_ Io I ,1 , ea 22 rzo' 1 li j a« - -��— UI `1- f� L�:1. 11 II_LE 1 I tsr j 1 1 �"— �i 136 r 1 y li I - I I IiI t_ J5' 16 6e_' I I I! I gg E u4« VIII —� I i I� - - --� 1 ' I n I f "–' III �i" _ns E' STREET 2se 54' i £__ __3— T— 'i'�E' � L ss• 1 1 i k C Ie I v� I i) asl.ce_ a RTI 21W« it IN I !! III L -- 11 I 1 I L t .I�_li {{ I k -L 33 6�969't�wTZT46. t 1 L ---T�— � I ]M• I 233 � i R 2 — ARfP-0 A�4 YJE - - �_ _ R- j 1 Exhibit 4 - Vesting Tentative Tract Map No. 42570 3. Economic Context Over the past seven decades, the City of El Segundo has established itself as a major employment center for a variety of industrial, aerospace, high -tech, and airport- related businesses. In 1997, El Segundo boasted a daytime working population of approximately 75,000 persons. El Segundo is home to many major corporations including Boeing, Chevron, Computer Sciences, DirecTV, TRW, Mattel, Raytheon, Xerox, The Aerospace Corporation, and Northrop Grumman. The City is aggressively marketing itself as a favorable business environment using the concept of a "Small Town for Big Business ". B. EXISTING LAND USES The City of El Segundo has distinctive land use patterns, which are defined into four quadrants by Sepulveda Boulevard and El Segundo Boulevard (northeast quadrant). Compatibility of an individual land use is determined mainly by its relationship to other uses within its quadrant. The Corporate Campus Specific Plan area is east of Sepulveda Boulevard and north of El Segundo Boulevard (northeast quadrant). This portion of the City is designated as an industrial and commercial region which contains the Boeing campus, Northrop Grumman Corporation, and the U.S. Air Force's Los Angeles Air Force Base (LAAFB). Adjacent land uses to the north, across Atwood Way, include mid- and high -rise office buildings with multi -story parking structures. LAX is also located approximately 0.5 mile north of the Specific Plan area. The adjacent land uses to the east include multi -story facilities for Northrop Grumman Corporation and the LAAFB. Land uses to the south include a wind tunnel, a United States Post Office, and other smaller industrial, manufacturing, and office buildings. Land uses to the west include numerous light industrial and manufacturing buildings. Other land uses in the general area include a freeway right -of -way (1 -105) and commercial storage facilities to the north; a freeway right -of -way (I -405) and residential development to the east of Aviation Boulevard in Los Angeles County; industrial, light industrial, manufacturing, office space, and commercial storage to the south; and industrial, light industrial, and manufacturing development to the south and west. C. EXISTING UTILITIES AND INFRASTRUCTURE 1. Water Service Water utility service is provided by the City of El Segundo and is currently available within the Specific Plan Area. A 10 -inch water line exists in Mariposa Avenue, and 12 -inch lines can be found in Douglas and Nash Streets. Additionally, a 12 -inch line traverses the extreme northwestern portion of the site. City of El Segundo Page 8 December 11, 2001 The West Basin Municipal Water District supplies reclaimed water to the City of El Segundo. Reclaimed water systems are not available to the Specific Plan area at this time. The nearest main line is located in El Segundo Boulevard. 2. Fire Protection The Specific Plan Area is less than one mile from Fire Station 2, located at El Segundo Boulevard and Nash Street. The provision of water for fire suppression is provided from existing hydrants located adjacent to the site on Douglas Street, Nash Street, and Mariposa Avenue. Furthermore, a one -acre site will be included within the Specific Plan for the future relocation of Fire Station 2. 3. Sewer Service Within the City of El Segundo, the Los Angeles County Sanitation District services areas east of Sepulveda Boulevard, including the Specific Plan area. Service connections will be made to the existing 8- and 10 -inch lines in the adjacent streets. Furthermore, a 15 -inch sewer line crosses the northern portion of the Specific Plan area from east to west. 4. Gas/Electric /Telephone Utilities Four -inch gas lines exist adjacent to the Specific Plan in Douglas Street, Mariposa Avenue, and Nash Street. Telephone facilities exist in Nash Street and Mariposa Avenue. Overhead electrical facilities are above Nash and Douglas Streets and Mariposa Avenue. Furthermore, cable television and fiber optic lines also exist in the adjacent streets. The Specific Plan allows for the development of technology- related telecommunications and web hosting uses. Because of the prospective levels of power consumption associated with such uses, the Specific Plan area could include an on -site electrical co- generation facility. If necessary, this co- generation facility would be designed to meet the requirements of the utility provider and would be located and screened in a manner so as to preclude its visibility outside the boundaries of the Specific Plan area. 5. Solid Waste Disposal Solid waste disposal is provided to commercial and industrial users by a variety of private haulers. Development within the Specific Plan area would contract with a provider. Landfill capacity is adequate for assumed population and commercial growth within Los Angeles Count Y5. The Corporate Campus Specific Plan would not exceed any assumptions for either population or commercial growth in the region. 5 County of Los Angeles Countywide Siting Element, Adopted 1998 City of El Segundo Page 9 December 11, 2001 D. BACKGROUND AND SETTING The Specific Plan area was previously utilized by Rockwell International from 1953 to 1990 to manufacture metals and composite aircraft parts. During the time that Rockwell International occupied the site, numerous buildings and underground storage tanks existed on the site. Rockwell International concluded demolition activities in 1992. During demolition, remediation activities were conducted on the Specific Plan site, including the closure and removal of all underground storage tanks. In January of 1997, the California Environmental Protection Agency ( "Cal/EPA ") determined that no significant health, safety, or hazard risk remains on the property. Currently, the Specific Plan area is relatively level, underdeveloped land that contains native and non - native vegetation. The MTA Green Line commuter rail encroaches upon the northwest corner of the site in an air -rights easement. Before the adoption of the Corporate Campus Specific Plan, the area was designated by the El Segundo General Plan Land Use Element as being located within the Urban Mixed -Use North ( "MU -N ") Zone. In addition, the El Segundo Multimedia Overlay ( "MMO ") Zone was adopted on April 20, 1999, that includes additional zoning criteria for the site. The Corporate Campus Specific Plan includes uses that are consistent with both the above - mentioned designations. E. POTENTIAL CHANGES El Segundo has been steadily moving away from heavy industrial and manufacturing uses towards more diversified commercial and professional uses. With the exception of long - standing uses like the Chevron Refinery and the Honeywell and Air Products Chemical Plants, most heavy industrial uses have relocated from the city. The aerospace industry has also branched into many commercial enterprises as well. During the 1990's, El Segundo attracted a spectrum of new economy companies such as DirecTV, Sun Microsystems, Infonet, Exodus Communications and the professional services that support them. Both Douglas and Nash Streets, identified by the City of El Segundo Circulation Element as secondary arterial roadways, run north and south on either side of the Specific Plan area. Nash and Douglas Streets currently operate as one -way streets; Nash Street carries traffic south, and Douglas takes traffic north. However, the City of El Segundo is contemplating an amendment to its Circulation Element that may result in both Nash and Douglas Streets being returned to two -way traffic. The design of the Specific Plan takes into account the possibility of two -way traffic on these roadways. City of El Segundo Page 10 December 11, 2001 III. POLICIES AND GUIDELINES The Corporate Campus Specific Plan consists of a mixed -use development program that would accommodate a range of uses, heights, and building square footages. The Specific Plan area is designed to accommodate up to approximately 2,175,000 gross square feet (approximately 2,000,000 net square feet) of buildings and associated parking on approximately 46.5 acres of land. Uses may include (but are not limited to) office, research and development, light industrial /manufacturing, laboratories, restaurants, technology related telecommunications and web hosting facilities, hotel/conference center with appurtenant restaurant, retail, service, recreational, and public service uses. There are a variety of options and site plan configurations that may ultimately be developed within the overall Specific Plan area. Because of the potential for technology related telecommunications and web hosting facilities, the Specific Plan area could include an on -site electrical substation and/or a 15- megawatt, electrical co- generation facility. If necessary, these facilities would be designed to meet the requirements of the utility provider and would be located and screened in a manner so as to preclude its visibility outside the boundaries of the Specific Plan area. The Specific Plan may also include a fire station site, approximately 1.0 -acre (43,560 site square feet) in size. The location of the fire station would be mutually agreed to between applicant and the City of El Segundo. The following policies and guidelines are intended to supplement the existing City of El Segundo General Plan. Where this plan proposes inconsistencies with the General Plan or Zoning Code, the Specific Plan shall prevail. A. ECONOMIC DEVELOPMENT The City of El Segundo is an employment -led community. El Segundo's development has been led by employment rather than housing growth. The development proposed in the Corporate Campus Specific Plan area should serve the mission of economic development in the City. This mission is to create, maintain, and implement a business climate that fosters a strong economic community, develop a strategic plan that will result in business retention and attraction, provide an effective level of City services to all elements of the community, and maintain the quality of life that has characterized El Segundo for more than seven decades. Development proposed in the Specific Plan area will be a positive contribution to the maintenance and expansion of El Segundo's economic base. Permitted uses within the Specific Plan area will create job opportunities and seek balance between growth, local resources, and infrastructure capacity. B. LAND USE Development in the Corporate Campus Specific Plan area is compatible with adjacent uses. Before the adoption of the Specific Plan, the Urban Mixed -Use North Zone (MU -N) and Multi -Media City of El Segundo Page 11 December 11, 2001 Overlay District applied to the subject site. Notwithstanding the City's Multimedia Overlay (MMO) District, which permits 1.5 million square feet of multimedia and support uses in addition to existing and/or future uses on properties east of Sepulveda Boulevard, the maximum development within the Specific Plan is limited to 2.175 million gross square feet and an FAR of 0.99:1. The Corporate Campus Specific Plan area envisions hotel /conference center, office (including general office, government office, medical - dental office, and multimedia - related office), retail, light industrial, research and development, a fire station, and recreational uses as such uses are defined in the El Segundo Municipal Code. The Specific Plan may also include technology, web hosting, and telecommunications uses, defined collectively as follows: "Buildings devoted to the installation and operation of sophisticated telecommunications and computer equipment, including telecommunication and computer switches, servers, antenna and other related equipment needed to provide telecommunications and Internet service and otherwise transmit, receive, monitor, process and/or interact with any and all types of information, data and/or signals (including without limitation, through cellular, microwave, satellite and other wireless based methods, and telephone, cable, optic and other conduit based methods) up to twenty -four hours per day. While the buildings will be devoted primarily to the installation and operation of such equipment, a portion of the buildings may be devoted to the ancillary administrative, technical, and sales offices associated with, and servicing such, telecommunications and computer equipment ". The Specific Plan area was rezoned from the current Urban Mixed -Use North (MU -N) to Corporate Campus Specific Plan (CCSP). This is based on the following findings: 1. The Specific Plan designation is intended to provide more flexibility for the development of a master - planned corporate campus that will be constructed in several phases. 2. The primary objective of the Specific Plan is to provide for superior, more comprehensive, site planning of the property. 3. The Specific Plan lowers the overall permitted Floor Area Ratio (FAR) of the site. 4. Uses permitted within the Corporate Campus Specific Plan are consistent with prior zoning and compatible with adjacent uses. 5. The Specific Plan is consistent with all applicable elements of the El Segundo General Plan. C. CIRCULATION The Specific Plan area is accessible from Atwood Way, Nash Street, Mariposa Avenue, and Douglas Street which all have sufficient capacity to carry the amount of traffic anticipated to be generated from the developed site. City of El Segundo Page 12 December 11, 2001 1. Circulation within the Specific Plan area will be designed to accommodate the potential conversion of Nash and Douglas Streets to two -way traffic. 2. Development within the Specific Plan area will have sufficient parking in close proximity to building entrances. A clear circulation pattern for traffic will be provided within each area with direct vehicle access to parking structures, surface parking, and subterranean parking. Access to visitor parking is to be at -grade and clearly visible. 3. All parking necessary for new development shall be accommodated within the Specific Plan area. No parking will be permitted on the roadways within the Specific Plan. 4. Development within the Specific Plan will facilitate and promote usage of the Metro Green Line. The Mariposa -Nash Street station lies diagonally across the street from the Specific Plan site. 5. The Specific Plan is expected to effectively limit vehicle trips generated in the area by promoting a wide variety of uses and on -site amenities that allow multiple tasks to be completed without leaving the site. 6. A Transportation Management Plan, that identifies trip reduction methods in accordance with the guidelines set forth in Chapter 15 -17 and Chapter 15 -18 of the El Segundo Municipal Code, will be prepared for development within the Specific Plan. 7. An efficient, internal roadway system will be provided to facilitate on -site circulation. 8. Public access to the Specific Plan area shall be from Atwood Way, Nash Street, Mariposa Avenue, and Douglas Street. 9. New development shall be designed to accommodate access for emergency vehicles. 10. Development within the Specific Plan area will provide access and facilities for various modes of transit. 11. The Specific Plan will provide pedestrian and handicap access between buildings and the nearby MTA Green Line station. D. AESTHETIC The Corporate Campus Specific Plan area is situated in the northeast portion of the City, just south of the I -105 interchange with Nash Street, a gateway location. The design and quality of new development is directly related to the image of the City, can positively affect property values in the adjacent areas, and beneficially contribute to the quality of life in the community. 1. New development in the Specific Plan area shall provide adequate landscaping and enhance view sheds from adjacent properties. Major activity centers within the Specific Plan area shall be located to minimize impacts on neighboring properties. Such aesthetic- related impacts to be avoided may include views, noise, light, and glare. 2. The Specific Plan is designed to provide potential tenants with office and work place structures constructed of materials that are characteristic of the overall "high- tech" design, City of El Segundo Page 13 December 11, 2001 utilizing glass, steel, and textured surfaces such as concrete. 3. New development shall provide consistent design quality throughout the Specific Plan area. This may include consistent architecture treatments and use of materials. 4. New development shall provide landscape treatments. 5. The Specific Plan will provide pedestrian linkages between buildings and to key elements in the surrounding area. E. LANDSCAPING Landscaping is a critical criterion when evaluating development proposals in the Corporate Campus Specific Plan area. This section will ensure that adequate landscaping area and permanent maintenance is provided for all new development. This mandate is also in accordance with the City's requirements to landscape commercial and industrial areas. The Specific Plan area will utilize soft planting materials and hardscape, including rock, brick, or concrete, in between buildings and around the site's perimeter. 2. Landscaping within the new development shall soften and buffer the edge of the property from the adjacent uses, as well as public rights -of -way, to ensure the following conditions: a. Reduction of visual impacts from the developed site. b. Maintenance of visual security around buildings and between adjacent uses by optimizing development configuration. C. Repetition of certain details, with variations, to link buildings into a cohesive design. d. Reduction of the heat gain of parking lots by providing shaded parking. e. Encouraging the use of drought tolerant plant material and water conserving landscape and irrigation systems. f. Accommodation of walkways with treatments such as rest areas, landscape buffers, courts, or canopies accented with street furnishings and pedestrian -scale lighting. F. PUBLIC SAFETY In an effort to ensure the safety of employees and visitors to the Corporate Campus Specific Plan, the following strategies shall be incorporated into site development: Lighting shall be adequate throughout the Specific Plan area and shielded to minimize off - site illumination. 2. The site design and operation shall comply with fire and police safety policies with regard to site layout, building configurations, and infrastructure requirements. 3. Development within the Specific Plan will likely include private, on -site security, or a private City of El Segundo Page 14 December 11, 2001 security patrol. G. SIGNAGE The purpose of this section is to encourage the effective use of signs within the Specific Plan area to provide the following: A means of communication in the City. Maintenance and enhancement of the aesthetic environment while preserving the ability to attract sources of economic development and growth. Support of signs that are integrated with and harmonious in size, design, style, material, and aesthetic appearance to the buildings and sites that they occupy and surround. 4. Improvement of pedestrian and traffic safety. Limitation of the possible adverse effect of signs on nearby public and private property. 6. The signage in the Specific Plan area shall reinforce the uniformity of standard components in the City of El Segundo. City of El Segundo Page 15 December 11, 2001 IV. ADMINISTRATION A. INTRODUCTION The Corporate Campus Specific Plan shall be administrated in accordance with the City of El Segundo Municipal Code, except as noted herein. B. SPECIFIC PLAN ADMINISTRATION 1. Administrative Detenninations Administrative Determinations shall comply with Section 15 -22 -2 of the El Segundo Municipal Code and/or Development Agreement 01 -1. 2. Land Use Determinations The Director of Community, Economic, and Development Services may grant administrative determinations related to uses in accordance with Development Agreement 01 -1 and/or Section 15- 22-2 of the El Segundo Municipal Code. 3. Development Standards Detenninations The Director of Community, Economic, and Development Services may grant administrative determinations related to development standards in accordance with Development Agreement 01 -1. The Director of Community, Economic, and Development Services may grant administrative relief of up to 10% of any development standard that would not materially alter the intent of this Specific Plan. The following items shall not be subject to 10% administrative relief: (a) Any decrease in the required building setbacks as set forth in Section V F 4 below; (b) Any increase in the total developable square footage of the entire Specific Plan in excess of the maximum FAR allowed under the Specific Plan; (c) Any increase in height of buildings or structures on the Property above 175 feet; (d) Any increase in the maximum amount of office uses in the Specific Plan area to more than 80% of the total overall gross square footage constructed; (e) Any decrease of the minimum amount of Non - Office uses, as defined in Section V F 11c below, to less than 20% of the total overall gross square footage constructed; City of El Segundo Page 16 December 11, 2001 (f) Any increase in the maximum number of A.M. and P.M. peak hour vehicle trips for the Specific Plan as specified in Section V F 9a below, unless a subsequent traffic report has been prepared to the reasonable satisfaction of the City's C.E.D.S. Director that identifies potential impacts and proposes feasible mitigation measures to mitigate such impacts and otherwise complies with CEQA; (g) Any change in use to a use which is not permitted under the Specific Plan; (h) Any material modification to the developer's obligation to dedicate the Fire Station site to the City, or sell the park site to the City as provided in Development Agreement 01 -1; (i) Any material variation in the phasing of Non - Office uses as provided in Section V F l lb, below. C. CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE The Corporate Campus Specific Plan and related entitlements were approved in accordance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines (Guidelines), and City policies adopted to implement the CEQA and the Guidelines. An Environmental Impact Report has been prepared and certified by the City of El Segundo which establishes the development thresholds shown in Table 1 below. TABLE 1: CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE a h a i p, � � U,qq p� a I Ja �i o-. � � � a (4'r y� •: r d i p� � � a any a o rp 6=, ae , k g b ' � " � � �� I Ir Office 2,000,000 square feet All other Permitted Uses, Permitted Accessory Uses, and uses subject to an Administrative Use Permit (AUP) and/or a Conditional Use Permit (CUP), allowed by the Corporate 550,000 square feet Campus Specific Plan Office 1,740,000 square feet All other Permitted Uses, Permitted Accessory Uses, and uses subject to an Administrative Use Permit (AUP) and/or a Conditional Use Permit (CUP), allowed by the Corporate 435,000 square feet Campus Specific Plan The CEQA clearance indicated above analyzes the effects of 2,550,000 gross square feet of development originally envisioned by the project. However, the originally- proposed project has since been reduced. Therefore, the gross square footages permitted by the Specific Plan are 1,740,000 gross square feet for all office uses and 435,000 gross square feet for all other uses identified by this Specific Plan as Permitted Uses, Permitted Accessory Uses, and uses subject to an Administrative Use Permit (AUP) and/or a Conditional Use Permit (CUP). City of El Segundo Page 17 December 11, 2001 V. DEVELOPMENT STANDARDS A. PERMITTED USES 1. Business service establishments such as electronic computer facilities, web hosting, technology- related telecommunications, internet data centers; internet service exchanges, and internet service providers (as such uses are defined on Page 12 of this Specific Plan). 2. Commissary. 3. Craft shops and rentals. 4. General offices of commercial, financial, or industrial establishments. 5. Engineering, industrial design, consultation and other offices. 6. Financial institutions. 7. Fire stations and other public uses. 8. Hotels and motels. 9. Light industrial/manufacturing 10. Medical - dental offices or facilities. 11. Movie and entertainment facilities. 12. Multimedia archive facilities. 13. Multimedia related office and post - production facilities. 14. Picture equipment sales. 15. Public and private utilities, including co- generation and substation facilities. 16. Recreational facilities (public and commercial). 17. Restaurants, coffee shops and cafes. 18. Retail sales and services (excluding off -site alcohol sales) and wholesale sales. 19. Scientific research and experimental development laboratories. 20. Special effects studios. 21. Studio /sound stage(s) and other support facilities. 22. Theaters and performance space. 23. Trade union halls, clubs, including service clubs, veterans' organizations, lodges and similar nonprofit organizations. 24. Other similar uses approved by the Director of Community, Economic, and Development Services, as provided in Section N B of this Specific Plan. City of El Segundo Page 18 December 11, 2001 B. PERMITTED ACCESSORY USES 1. Drive- through or walk -up services related to financial operations. 2. Employee recreational facilities and play area. 3. Parking structures and surface parking lots. 4. Any use customarily incidental to a permitted use. 5. Other similar uses approved by the Director of Community, Economic, and Development Services. C. USES SUBJECT TO AN ADMINISTRATIVE USE PERMIT 1. The on -site sale and consumption of alcohol at restaurants, coffee shops, delicatessens, cafes, and hotels. 2. The off -site sale of alcohol at retail establishments. 3. Video arcades with three or fewer video or arcade machines. 4. Other similar uses approved by the Director of Community, Economic, and Development Services, as provided in Section N B of this Specific Plan. D. USES SUBJECT TO A CONDITIONAL USE PERMIT 1. Helicopter landing facilities subject to the provisions of Section 15 -2 -13 of the El Segundo Municipal Code. 2. On -site sale and consumption of alcohol at bars. 3. Outdoor dining, exempting outdoor dining at restaurants where outdoor dining comprises 20% or less of the total dining area of the restaurant. 4. Commercial parking facilities, including park and ride lots. 5. Service stations. 6. Video arcades with four or more video or arcade machines. 7. Other similar uses approved by the Director of Community, Economic, and Development Services, as provided in Section N B of this Specific Plan. E. PROHIBITED USES 1. All uses that are not permitted or conditionally permitted in the Specific Plan area. 2. All uses that are involved with the transfer and storage of waste material. 3. Residential uses. 4. Drive- through restaurants. City of El Segundo Page 19 December 11, 2001 5. Freight forwarding, freight sort, freight transfer, freight terminals, freight yards, sort and distribution facilities, sort, distribution or express operations facilities, warehouse and distribution facilities, and other similar uses. F. DEVELOPMENT STANDARDS The Corporate Campus Specific Plan Development Standards apply to all uses in the Plan area. Where the Specific Plan does not state, new development shall comply with the applicable sections of the El Segundo Municipal Code. Otherwise, the requirements set forth herein shall provide the primary development guidelines for the Specific Plan area. 1. General Provisions a. All uses are subject to administrative site plan review to assure design compatibility and adequate access. b. All uses shall comply with the provisions of the El Segundo Municipal Code, except as otherwise set forth herein. C. All uses shall be conducted wholly within an enclosed building except: i. Electrical distribution stations. ii. Outdoor restaurants and cafes incidental to the permitted use, provided they comply with the provisions of Section 15 -2 -16 of the El Segundo Municipal Code. iii. Recreational facilities customarily conducted in the open. iv. Outdoor recreation associated with daycare facilities. v. Special uses, to the degree a conditional use permit granting such special uses expressly permits operation in other than a fully enclosed building. 2. Lot Area a. The minimum lot area shall be 10,000 gross square feet. 3. Hei t a. Buildings and structures within the Specific Plan area shall not exceed 175 feet in height. b. Structures shall not interfere with the operation of the MTA Green Line. City of EI Segundo Page 20 December 11, 2001 4. Setbacks a. Buildings within the Specific Plan shall be setback a minimum of fifteen feet from the adjoining public rights -of -way of Nash Street, Atwood Way, Douglas Street, and Mariposa Avenue. b. Building setbacks within the interior of the Specific Plan shall be a minimum of five feet from each lot line, except for buildings adjacent to private streets /internal roadways, in which case setbacks will be fifteen feet from curb face. Actual required setbacks may vary depending on Uniform Building Code requirements that relate to type and height of structure. C. The following intrusions are permitted to project into a setback: 1. Architectural landscape features, such as fountains, arbors, trellises, pergolas, colonnades, statuary, and other similar features, as well as works of art which also do not contain floor area; or a roof or side walls consisting of greater than 20% component solid portions. 2. Cornices, belt courses, sills, eaves or similar architectural features. 3. Planting boxes or masonry planters. 4. Guard railing for safety protection around ramps. 5. Mechanical equipment and housing. 6. Bay or greenhouse windows. 5. Lot Frontage a. A minimum of 100 feet of frontage shall be provided on a public street, private street, or private driveway. 6. Gross and Net Floor Area a. Net floor area consists of the area of all floors or levels included within the exterior surrounding walls of a building or structure. Space devoted to the following shall not be included when determining the total net floor area within a building or structure: 1. Elevator shafts; 2. Stairwells; 3. Courts or atriums uncovered and open to the sky; City of EI Segundo Page 21 December 11, 2001 4. Rooms exclusively holding building operating equipment; 5. Parking spaces at or above grade and access thereto; 6. Structures devoted exclusively for parking. b. Gross floor area consists of the area included within the surrounding exterior walls of a building or portion thereof, exclusive of garages, vent shafts, and courts. The floor area of a building, or portion thereof, not provided with surrounding exterior walls shall be the usable area under the horizontal projection of the roof or floor above. c. Net floor area shall be used in calculating floor area ratios within the Specific Plan. For purposes of converting gross floor area to net floor area, a factor of 0.92 shall be used. Based on net floor area, the maximum allowable FAR for the entire Specific Plan is 0.99 to 1. 7. Floor Area Ratio and Transfer of Development Rights a. Development within the boundaries of the Specific Plan shall not exceed a FAR of 0.99 to 1. Any floor area that may be constructed for ancillary public recreational uses, and/or for a fire station, shall not be counted against the allowable floor area permitted for the Specific Plan area. b. Unused FAR may be transferred from any parcel within the boundaries of the Specific Plan area (the "Donor Site ") to any other parcel, whether contiguous or non- contiguous, within the Specific Plan area (the "Receiver Site ") upon the written consent of the owners of both the Donor Site and Receiver Site. Any FAR transferred from a Donor Site shall be deducted from that parcel's base FAR. In no event, or at no time, shall the overall FAR for the Specific Plan area exceed 0.99 to 1. Transfer of FAR shall be accomplished by submission of a letter from the applicant to the City of El Segundo Director of Community, Economic, and Development Services prior to the issuance of building permits for the Receiver Site which would utilize the transferred FAR. The Director shall maintain records of such transfers and the current density allocations, if any, of all of the properties within the Specific Plan area. In addition, the owner of Donor Site shall record a covenant acceptable to the Director and the City Attorney memorializing such transfer of FAR. 8. Walls & Fences a. All walls and fences will comply with the provisions of Section 15 -5E -7G and 15 -2 -4 of the El Segundo Municipal Code. 9. Traffic and Access City of El Segundo Page 22 December 11, 2001 a. The maximum number of A.M. and P.M. peak hour vehicle trips for the Specific Plan area, as determined in accordance with the Trip Generation tables set forth in Appendix B, shall not exceed 2,186 and 2,631, respectively, unless a subsequent traffic report has been prepared to the reasonable satisfaction of the City of El Segundo Director of Community, Economic and Development Services that identifies potential impacts and proposes feasible measures to mitigate previously unidentified new impacts. b. A trip inventory analysis shall be prepared, acceptable to the Director of Community, Economic, and Development Services, to maintain a cumulative accounting of total square footage by land use as well as the cumulative number of A.M. and P.M. peak hour trips. The trip inventory will be updated and submitted upon the filing of each building permit request. C. Internal roadways shall be designed and constructed in accordance with the following typical sections: City of El Segundo Page 23 December 11, 2001 �A "* & „B " *s: STRFh"TS fPRNATE3 NJ.7 0 N.7.S. 10. Parking and Loading a. Parking and loading shall be provided as required by Section 15 -15 of the El Segundo Municipal Code. b. The number of required parking spaces maybe modified subject to the approval of a transportation systems management plan, as outlined in the El Segundo Municipal Code. C. The Director of Community, Economic, and Development Services may modify the required number of parking spaces up to a maximum of 10 %, based on the submittal of a parking demand study. Additionally, for any use for which the number of parking spaces is not listed in Chapter 15 of the El Segundo Zoning Code, the Director of Community, Economic, and Development Services shall specify the required number of spaces based on a parking demand study. d. The Director of Community, Economic, and Development Services may grant uses with significantly different peak hours of operation up to a 20% parking reduction. Any request for such shared parking must meet the following requirements: City of El Segundo Page 24 December 11, 2001 1. A parking study shall be submitted by the applicant demonstrating that there will not exist substantial conflict in the peak hours or parking demand for the uses for which the joint use is proposed. 2. The number of parking stalls which may be credited against the requirements of the structures or uses involved shall not exceed the number of stalls reasonably anticipated to be available during differing hours of operation. 3. A written agreement shall be executed by all parties concerned, to the satisfaction of the Director of Community, Economic, and Development Services and the City attorney assuring the continued availability of the number of stalls designed for joint use e. Any public recreation use within the Specific Plan area shall not be required to provide parking beyond that already provided for daytime, weekday users. f. Electric vehicle charging stations shall be evenly distributed throughout the Specific Plan area at a rate of 0.5% of the total number of required spaces. 11. Minimum and Maximum Floor Area By Use a. The maximum amount of developed floor area within the Specific Plan is not to exceed the allowable FAR as permitted by this Specific Plan. Of this total, a maximum amount of eighty percent of the total overall gross square footage constructed will be permitted for Office uses. The minimum amount of Non - office uses (all other Permitted Uses, Permitted Accessory Uses, and Uses subject to a Administrative Use or Conditional Use Permit, see definition in Section V F 11 c, below) shall be no less than twenty percent of the total overall gross square footage constructed. b. The Non - office uses will be phased proportionately throughout development of the Specific Plan at a ratio of one square foot of Non -office use for every five square feet of Office use; a ratio of 5 to 1 or 20 %. However, credit for the deferral of up to 200,000 square feet of Non -office uses, as outlined by the Development Agreement, will be applied to any phase of development at the discretion of the developer. C. For the purposes of the Specific Plan Non - offices uses shall consist of the following, without limitation: technology, web hosting, and telecommunications, financial institutions, hotels and motels, motion picture /television production facilities, restaurants, coffee shops, cafes, retail and wholesale sales and service, scientific research and experimental development laboratories, light industrial, medical/dental offices, commercial recreational facilities, trade union halls, clubs, service clubs, veteran's organizations, lodges, and other similar uses approved by the City of El Segundo Community, Economic and Development Services Director. City of El Segundo Page 25 December 11, 2001 12. Simage_ The following development standards shall apply to signs within the Specific Plan area. a. All signs shall be constructed of permanent materials. Signs shall be permanently attached to the ground, a building, or another structure by direct attachment to a rigid wall, frame, or structure. All signs shall be maintained in good structural condition, and comply with all building and electrical codes at all times. b. Freestanding buildings shall be allowed wall, fin, marquee, canopy, and projecting signage up to five percent of each building face. C. Store -front shops shall be allowed signage up to fifteen percent of the face of each shop front, including any wall, fin, marquee, canopy, and projecting signs. d. One monument or ground sign up to two hundred fifty square feet of signage area per sign face shall be permitted per street frontage per lot. Monument signs that identify the master - planned campus will be encouraged at Specific Plan entry areas. e. Signs identifying those persons engaged in construction up to a maximum of thirty - two square feet per construction site shall be allowed for a maximum period of six months. The Director of Community, Economic, and Development Services may grant up to three separate six -month extensions. f. Real estate signs, including "For Sale ", "For Lease ", "For Rent" signs, up to a maximum size of thirty -two square feet. Real estate signs shall be removed immediately following the sale (close of escrow), lease (occupancy), or disposition of the property. g. One temporary construction "announcement" or "Coming Soon" sign up to a maximum size of one hundred square feet for a new development or business may be erected and maintained from the time a building permit is issued until final inspection, but in no case shall an announcement sign be displayed for more than one year. h. Any sign may be erected and maintained in a required setback, provided a five -foot minimum setback is maintained and the sign is not located in a required corner clearance or driveway visibility area. i. One identification sign for each street frontage is allowed, provided the signs contain only the name and street address of the building upon which it is placed. The size of such signs shall be counted as a portion of the maximum signs otherwise permitted on the property (i.e., freestanding buildings, store fronts, monument signs, etc.). j. No billboards or pole signs shall be permitted within the Specific Plan. k. Signs or banners greater than 500 square feet shall be subject to the approval of the El Segundo City Council. City of'EI Segundo Page 26 December 11, 2001 13. Landscaping Landscaping criteria are divided into four separate components. a. Property Entry Area - Landscaping at the Specific Plan entrances shall be accentuated and distinguished from that within the rest of the Specific Plan area. A permanent irrigation system shall be installed at the property entry area. b. Building Perimeter - Except as otherwise allowed by this Plan, all buildings shall have landscaped areas and permanent irrigation systems within the setbacks around their perimeter. - A combination of soft and hard landscape material maybe installed in harmony with the overall design of the development. The design of the landscaping shall incorporate a variety of heights, textures, and colors to enhance and soften building perimeters. - Except as otherwise allowed by this Plan, a minimum horizontal depth of five feet of landscape materials, excluding curbs, shall be provided around each building. In instances where two buildings are separated by ten feet, the landscape requirement shall be reduced to allow for pedestrian walkways /access. c. Property Perimeter All required setback areas shall be fully landscaped including permanent irrigation systems. One shade tree shall be provided for every 25 feet of street frontage. The following encroachments are permitted into the landscaped setback areas: - Parking may encroach into the landscaped setback up to a maximum of fifty percent of the required setback area, provided a minimum landscaped setback of five feet is maintained. "Architectural landscape features ", as defined on Page 21, section 4 c.l of this Specific Plan, may encroach into the landscaped setback area up to a maximum of eighty percent of the required setback area, provided a minimum landscaped setback of five feet is maintained. The features may cover a maximum of twenty five percent of the total area of the setback, and be a maximum of twenty feet in height. d. Vehicle Use Areas (VUA) - All surface vehicular use areas (VUA) shall provide landscape areas including shade trees and permanent irrigation systems, to cover five percent of the VUA. Landscaping shall be distributed uniformly throughout the VUA, and shall be in addition to the required property perimeter and building perimeter landscaping. City of El Segundo Page 27 December 11, 2001 There shall be one tree for every three thousand square feet of VUA. These trees shall be evenly distributed throughout the automobile parking area to provide shade and shall be provided around the perimeter of truck loading/waiting areas to provide screening. Individual tree and planter areas shall not be less than three feet in width, excluding curbs. City of El Segundo Page 28 December 11, 2001 Appendix A Corporate Campus Specific Plan Legal Description PARCEL A: A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF THAT CERTAIN 12.625 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED FEBRUARY 25, 1929 AND RECORDED IN BOOK 7451 PAGE 166 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING DISTANT SOUTH 0 DEGREES 12 MINUTES EAST 564.44 FEET FROM THE NORTHERLY LINE OF SAID NORTHEAST QUARTER OF SECTION 7 AND BEING A POINT IN THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE); THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG SAID SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID 12.625 ACRE PARCEL, A DISTANCE OF 1400.00 FEET; THENCE SOUTH 89 DEGREES 47 MINUTES WEST PARALLEL WITH THE NORTHERLY LINE OF SAID NORTHEAST QUARTER, 650.00 FEET; THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE FIRST DESCRIBED COURSE OF THIS DESCRIPTION, A DISTANCE OF 708.21 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF A CURVE, TANGENT TO LAST COURSE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, THROUGH A CENTRAL ANGLE OF 50 DEGREES 54 MINUTES 37 SECONDS, A DISTANCE OF 523.19 FEET; THENCE IN A DIRECT LINE NORTH 61 DEGREES 17 MINUTES EAST 492.17 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION THEREOF LYING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 1, 1995 AS INSTRUMENT NO. 95- 1439414. ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR - CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS. City of EZ Segundo Page 29 December 11, 2001 PARCEL B: A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF THAT CERTAIN 17.858 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED JUNE I5, 1948, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, SAID POINT BEING IN THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), DISTANT SOUTH 0 DEGREES 12 MINUTES EAST ALONG SAID WEST LINE 1964.44 FEET FROM THE NORTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE CONTINUING ALONG SAID WESTERLY LINE SOUTH 0 DEGREES 12 MINUTES EAST 678.96 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTHERLY LINE 650.00 FEET TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET; THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG LAST SAID PARALLEL LINE 678.96 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF SAID 17.858 ACRE PARCEL; THENCE NORTH 89 DEGREES 47 MINUTES EAST ALONG THE SOUTH LINE OF SAID 17.858 ACRE PARCEL, A DISTANCE OF 650.00 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS. PARCEL C: A STRIP OF LAND 1.00 FEET IN WIDTH BY 1820.82 FEET IN AVERAGE LENGTH, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCH OF SAUSAL REDONDO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE City of El Segundo Page 30 December 11, 2001 OF DOUGLAS STREET (150 FEET WIDE), SAID POINT BEING IN THE WESTERLY LINE OF THAT CERTAIN 10.1314 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED OCTOBER 23, 1950, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 34649 PAGE 88, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY; THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG SAID PARALLEL LINE, BEING ALONG THE WESTERLY LINE OF SAID 10.1314 ACRE PARCEL AND ALONG THE WESTERLY LINE OF THAT CERTAIN 17.858 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENTS COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, A DISTANCE OF 1387.17 FEET, MORE OR LESS, TO A CURVE POINT IN LAST SAID WESTERLY LINE; THENCE CONTINUING ALONG LAST SAID WESTERLY LINE, BEING ALONG THE ARC OF A CURVE, TANGENT TO LAST COURSE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, THROUGH A CENTRAL ANGLE OF 42 DEGREES 24 MINUTES 18 SECONDS, A DISTANCE OF 435.78 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2.007 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED MARCH 15, 1949, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY; THENCE SOUTHWESTERLY ALONG LAST SAID SOUTHERLY LINE, BEING ALONG THE ARC OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET, A DISTANCE OF 5.66 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS CONCENTRIC WITH AND DISTANT RADIALLY 1.00 FEET NORTHWESTERLY FROM THE SECOND DESCRIBED COURSE OF THIS DESCRIPTION; THENCE SOUTHWESTERLY ALONG LAST SAID CONCENTRIC LINE, BEING ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 589.81 FEET, A DISTANCE OF 431.53 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 651.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE); THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG LAST SAID PARALLEL LINE 1387.17 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE NORTH 89 DEGREES 47 MINUTES EAST ALONG SAID SOUTH LINE, 1.00 FEET TO THE POINT OF BEGINNING; CONTAINING AN AREA OF 0.042 OF AN ACRE, MORE OR LESS. EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR - CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS. City of Ed Segundo Page 31 December 11, 2001 PARCEL D: THAT PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 30.0 FEET EASTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE NORTH 0 DEGREES 12 MINUTES 30 SECONDS WEST ALONG SAID PARALLEL LINE 1578.80 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2.007 ACRES PARCEL OF LAND DESCRIBED IN DEED DATED MARCH 15, 1949, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY; THENCE FOLLOWING ALONG THE SOUTHERLY LINE OF SAID 2.007 ACRES PARCEL, NORTH 78 DEGREES 47 MINUTES EAST 434.45 FEET, AND NORTHEASTERLY ALONG THE ARC OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET, A DISTANCE OF 182.61 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS CONCENTRIC WITH AND DISTANT RADIALLY 44.00 FEET NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF THAT CERTAIN 17.858 ACRES PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENT CO., TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY; THENCE SOUTHWESTERLY ALONG SAID CONCENTRIC LINE, BEING ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 632.81 FEET, A DISTANCE OF 352.73 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 694.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE); THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG LAST SAID PARALLEL LINE, BEING TANGENT TO LAST DESCRIBED CURVE, A DISTANCE OF 1387.18 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTH LINE 502,13 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT THEREFROM THOSE PORTIONS THEREOF DESCRIBED IN THE DEED TO THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, A PUBLIC AGENCY, IN DEED RECORDED NOVEMBER 1, 1994 AS INSTRUMENT NO. 94- 1978699. ALSO EXCEPT THEREFROM THAT PORTION, IF ANY, LYING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, IN DEED RECORDED SEPTEMBER 1, 1995 AS INSTRUMENT NO. 95- City of El Segundo Page 32 December 11, 2001 1439430. ALSO EXCEPT THEREFROM ALL NATURAL GAS CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, BUT WITHOUT ANY RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND IN ANY MANNER FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SUCH NATURAL GAS, AS GRANTED TO STANDARD OIL COMPANY OF CALIFORNIA, A DELAWARE CORPORATION, BY DEED RECORDED ON JULY 27, 1943 IN BOOK 20145 PAGE 298, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL OIL, HYDROCARBON AND MINERAL SUBSTANCES, CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, WITHOUT ANY RIGHT TO ENTER UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING ANY SUCH OIL, HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY OTHER PURPOSES, AS GRANTED TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, A CORPORATION, BY DEED RECORDED ON SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336, OFFICIAL RECORDS. PARCEL E: THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN THE GRANT DEED FROM THE SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 43 5.3 5 FEET FROM THE EASTERLY TERMINUS THEREOF; THENCE SOUTH 89 DEGREES 56 MINUTES 28 SECONDS WEST 6.55 FEET; THENCE NORTH 29 DEGREES 28 MINUTES 46 SECONDS EAST 11.49 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT 10.00 FEET NORTHERLY FROM THE COURSE HEREIN ABOVE CITED AS HAVING A BEARING OF SOUTH 89 DEGREES 56 MINUTES 28 SECONDS WEST AND A LENGTH OF 6.55 FEET; THENCE NORTH 89 DEGREES 56 MINUTES 28 SECONDS EAST 44.85 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 834.00 FEET; THENCE EASTERLY 7.58 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 31 MINUTES 15 SECONDS TO ITS INTERSECTION WITH SAID CERTAIN COURSE; THENCE SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 52.52 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING. City of El Segundo Page 33 December 11, 2001 PARCEL F: THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN THE GRANT DEED FROM THE SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 26.77 FEET FROM THE EASTERLY TERMINUS THEREOF; THENCE NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST 291.58 FEET TO A POINT ON A CURVE IN SAID SOUTHERLY LINE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET, (SAID CURVE BEING DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 294.76 FEET, MORE OR LESS), A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 35 DEGREES 26 MINUTES 04 SECONDS EAST; THENCE ALONG SAID SOUTHERLY LINE OF THE FOLLOWING COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2 DEGREES 26 MINUTES 38 SECONDS, AN ARC DISTANCE OF 26.82 FEET TO A POINT ON A NON - TANGENT CURVE IN SAID SOUTHERLY LINE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS NORTH 47 DEGREES 41 MINUTES O1 SECONDS WEST; AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 45 MINUTES 02 SECONDS, AN ARC DISTANCE OF 7.71 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT 10.00 FEET NORTHWESTERLY FROM THE COURSE HEREIN ABOVE CITED AS HAVING A BEARING OF NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST AND A LENGTH OF 291.58 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 67 DEGREES 51 MINUTES 23 SECONDS WEST 3G7.43 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 834.00 FEET; THENCE SOUTHWESTERLY 8.41 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 34 MINUTES 41 SECONDS TO ITS INTERSECTION WITH SAID CERTAIN COURSE; THENCE NORTH 78 DEGREES 55 MINUTES 38 SECONDS EAST 52.30 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING. PARCEL G: THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN THE GRANT DEED FROM THE SANTA FE LARD IMPROVEMENT City of EI Segundo Page 34 December 11, 2001 COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES S5 MINUTES 38 SECONDS WEST 26.77 FEET FROM THE EASTERLY TERMINUS THEREOF; THENCE NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST 291.58 FEET TO A POINT ON A CURVE IN SAID SOUTHERLY LINE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 682.805 FEET, (SAID CURVE BEING DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 294.76 FEET, MORE OR LESS), A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 35 DEGREES 26 MINUTES 04 SECONDS EAST; THENCE SOUTHWESTERLY ALONG SAID CURVE AND SOUTHERLY LINE THROUGH A CENTRAL ANGLE OF 24 DEGREES 21 MINUTES 42 SECONDS, AN ARC DISTANCE OF 276.37 FEET TO THE EASTERLY TERMINUS OF SAID CERTAIN COURSE; THENCE SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 26.77 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING. PARCEL H: A PARCEL OF LAND IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT CERTAIN 18.877 ACRE PARCEL OF LAND DESCRIBED I- DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED APRIL 2, 1951 IN BOOK 35937 PAGE 52, OFFICIAL RECORDS OF SAID COUNTY, SAID SOUTHEAST CORNER BEING A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 1.10 ACRE PARCEL DESCRIBED AS PARCEL NO.2 IN EASEMENT FROM SANTA FE LAND IMPROVEMENT COMPANY TO THE CITY OF EL SEGUNDO, RECORDED SEPTEMBER 28, 1953 IN BOOK 42792 PAGE 108, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE EASTERLY LINE OF SAID 18.877 ACRE PARCEL THE FOLLOWING COURSES: NORTH 0 DEGREES 12 MINUTES WEST 1387.18 FEET; THENCE NORTHERLY ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 632.81 FEET, A DISTANCE OF 352.73 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2.007 ACRE PARCEL OF LAND DESCRIBED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID COUNTY, LAST SAID POINT BEING IN THE ARC OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET; THENCE, LEAVING SAID EASTERLY LINE, City of El Segundo Page 35 December 11, 2001 NORTHEASTERLY ALONG SAID SOUTHERLY LINE, AN ARC DISTANCE OF 106.49 FEET, MORE OR LESS, TO A POINT IN THE WESTERLY LINE OF THAT CERTAIN 0.042 ACRE PARCEL DESCRIBED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED JANUARY 2, 1951 AS INSTRUMENT NO. 1761 IN BOOK 35204 PAGE 41, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID OF SAID 0.042 ACRE PARCEL THE FOLLOWING COURSES: SOUTHERLY ALONG CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 589.81 FEET, A DISTANCE OF 431.53 FEET, MORE OR LESS; THENCE SOUTH 0 DEGREES 12 MINUTES EAST TO A POINT IN THE SOUTHERLY LINE OF SAID 1.10 ACRE PARCEL; THENCE WESTERLY LINE THE ARC OF A DISTANCE OF 1387.17 FEET SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTHERLY LINE 43 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT ALL NATURAL GAS AND ALL OIL, HYDROCARBON AND MINERAL SUBSTANCES IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SAID SUBSTANCES, AS GRANTED TO STANDARD OIL COMPANY OF CALIFORNIA, A CORPORATION, BY DEED RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298, OFFICIAL RECORDS AND TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, A CORPORATION, BY DEED RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336, OFFICIAL RECORDS. City of EI Segundo Page 36 December 11, 2001 Appendix B Corporate Campus Specific Plan Trip Generation Rates, Credits, and Caps The following table has been prepared to provide a method for maintaining a trip inventory analysis for the build -out of the Specific Plan. The table shall maintain a cumulative accounting of total square footage by land use as well as the cumulative number of A.M. and P.M. peak hour trips. The trip inventory will be updated and submitted upon the filing of each building permit request. The traffic- generating characteristics of most of the components of the project are identified in the Institute of Transportation Engineers' (ITE) Trip Generation, 6th Edition. This manual is recognized as the industry standard for trip generation documentation. However, two of the uses proposed within the Specific Plan are not represented in this manual. Therefore, trip generation for the fire station use and the technology /telecommunications /web hosting uses were derived from previous analyses and trip counts at a similar land use in the project vicinity, respectively. Trip generation formulas for the various Specific Plan uses are outlined in the table below. Field data, such as square footage and number of trips, is gathered by ITE from many sites of similar uses and plotted on a graph. The data can then be represented in one of two ways: by average rates or logarithmic equations. The logarithmic equation is a curvilinear representation of the data gathered; the average rates are linear representations. The curvilinear representation of the data collected is supported with regression analysis, and is often a better estimation of trips associated with larger projects. There are both average rates and logarithmic representations for the office and shopping center uses proposed in the Specific Plan. The average rates for these land uses, when plotted on a graph, depict much steeper slopes than a logarithmic function. Therefore, any Specific Plan land use which includes a natural logarithm in the trip generation formula must always be calculated using the functions shown in the table below in order to maintain the trip cap allocated to the permissible square footages outlined in this Specific Plan. Moreover, when trips are calculated using a formula that contains a natural logarithmic function, the trip generation calculation for each incremental increase should include the prior square footage already built. Because of the curvilinear representation of the logarithmic equations, if calculations are performed separately for each incremental increase in building area, the trip cap will be reached prior to achieving the allowable square footage. With mixed -use projects there are many opportunities for interaction amongst the various uses. The interaction is likely to reduce the number of trips entering and leaving the site ( "internal capture "). Additionally, many of the individual uses will attract vehicles already on the surrounding street network ( "diverted/pass -by'). These are trips that are already on the roadway network and are diverted to the project. Furthermore, since the Specific Plan is across the street from the Mariposa - Nash Metro Green Line station, the following table takes into consideration credits for transit usage, as well as for "internal capture" and "diverted/pass -by". City of El Segundo Page 37 December 11, 2001 City of El Segundo Page 38 December 11, 2001 AM PEAK -HOUR PM PEAK -HOUR AVERAGE DAILY USE FORMULA (per 1,000 FORMULA (per 1,000 TRIPS FORMULA (per oss s uare feet) gross square feet) 1,000 gross square feet) Ln (T) = 0.797 Ln (A) + T =1.121 (A) + 79.295 Ln (T) = 0.768 Ln (A) + Office 1.558 3.654 Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 10% Less 10% Less 10% Ln (T) = 0.596 Ln (A) Ln (T) = 0.660 Ln (A) Ln (T) = 0.643 Ln (A) Shopping Center pp g +2.329 +3.403 +5.866 Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 40% Less 40% Less 40% Diverted/Pass-By Less 25% Less 25% Less 25% Day Care Center T =12.71 (A) Ln (T) = 0.664 Ln (A) T = 79.26 A ( ) +3.026 Internal Capture Less 40% Less 40% Less 40% Diverted/Pass -By Less 10% Less 10% Less 10% Medical - Dental T = 2.43 (A) Ln (T) = 0.921 Ln (A) + T = 36.13 (A) Office 1.476 TransitfWalk Credit Less 5% Less 5% Less 5% Internal Capture Less 40% Less 40% Less 40% Diverted/Pass -B Less 10% Less 10% Less 10% T = (AM Peak Hour Total Health Club T = 0.30 (A) T = 4.30 (A) + PM Peak Hour Total) X 10 Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 40% Less 40% Less 40% Diverted/Pass-ByLess 10% Less 10% Less 10% High Turnover T = 9.27 (A) T =10.86 (A) T = 130.34 (A) Restaurant Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 40% Less 40% Less 40% Diverted/Pass-By Less 10% Less 10% Less 10% Hotel T = 0.67 (R) T = 0.71 (R) T = 8.92 (R) (per room) Transit/Walk Credit Less 30% Less 30% Less 30% Internal Capture Less 25% Less 25% Less 25% Light Industrial T = 0.92 (A) T = 0.98 (A) T = 6.97 (A) TransitlWalk Credit Less 5% Less 5% Less 5% Internal Capture Less 10% Less 10% Less 10% Research and Ln (T) = 0.875 Ln (A) + Ln (T) = 0.832 Ln (A) + Ln (T) = 0.824 Ln (A) + Development 0.833 1.060 3.135 Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 10% Less 10% Less 10% Technology/ Telecommunications / T = 0.33 (A) T = 0.31 (A) T = 5.09 (A) Web Hosting City of El Segundo Page 38 December 11, 2001 City of El Segundo Page 39 December 11, wut AM PEAK -HOUR PM PEAK -HOUR AVERAGE DAILY USE FORMULA (per 1,000 FORMULA (per 1,000 TRIPS FORMULA (per gross square feet) gross square feet) 1,000 gross square feet) Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 10% Less 10% Less 10% TOTAL TRIPS 2,186 2,631 20,013 WITHIN THE CCSP Le¢end: T = Trip ends A = Building area in 1,000 sq. ft. R = Rooms Ln = Natural Logarithm City of El Segundo Page 39 December 11, wut 3. Land Use Element CITY COUNCIL ORDINANCE NO. 1345 Page 1 of 2 EXHIBIT "C" discretionary application. The maximum floor area ratio (FAR) is limited to 1.3. (Ord. 1272, GPA 97 -1, 6/17/97). Urban Mixed -Use South Permits a mixture of office, research and development, retail, and hotel uses. Light industrial uses conducted within a fully enclosed building and adult- oriented businesses shall be permitted if approved with a discretionary application. The maximum floor area ratio (FAR) is limited to 1.3. (Ord. 1272, GPA 97 -1, 6/17/97) Parking Permits areas for parking automobiles, motorcycles, and bicycles in surface or structured parking. Specific properties have been designated as parking to insure that adequate long- term parking space will be available. 124th Street Specific Plan Permits warehousing and mini - storage uses (with an appurtenant custodial convenience unit). Also permits a Water Facility. The maximum FAR is 0.47:1 (with the Water Facility) and 0.54:1 (without the Water Facility). (Ord. 1309, GPA 99 -1, 8/17/99) Aviation Specific Plan Permits warehouse A mini - storage and storage uses with limited ancillary and support uses. The maximum floor area ratio (FAR) is limited to 0.22. (Ord. 1314, GPA 97-4,12/7/99) Downtown Specific Plan Permits community serving retail and service uses, and offices in a pedestrian- oriented environment. Also includes the Civic Center. (Ord. 1319, GPA 99 -2, 8/1/00) Corporate Campus Specific Plan Permits a mix of office commercial retail and related recreational uses. The maximum overall FAR in the specific plan is 0.99. Industrial Designations Light Industrial Permits light manufacturing, warehousing, research and development, and office. Light manufacturing is defined as the assembly, packaging, fabrication, and processing of materials into finished products, rather than the conversion or extraction of raw materials. The light industrial activity shall be conducted primarily within structures; outside storage areas and assembly activity should be limited. The maximum floor area ratio (FAR) T H E C I T Y OF EL S E G U N D O M G E N E R A L P L A N 3 -8 CITY COUNCIL ORDINANCE NO. 1345 Page 2 of 2 EXHIBIT "C" lobby. There are General Commercial uses indicated along Sepulveda Boulevard, where there are existing commercial uses including the Hacienda Hotel. There is also one General Commercial area along Imperial Avenue, where the Crown Sterling Suites Hotel now exists. Southwest Quadrant The Southwest Quadrant has only three designations: heavy industrial, parking, and open space. The heavy industrial area covers the entire Chevron Refinery, as well as the Southern California Edison Generating Station. These uses total 958 acres. The parking designation is an existing surface lot in the southwest corner of the City which provides 120 parking spaces for an adjacent commercial center in the City of Manhattan Beach. Chevron leases this area to the adjacent commercial property owners and the area is required to meet their parking needs. This area totals 0.84 acres. The open space beach area along the coast comprises 3 acres. The landscaped buffer surrounding the Chevron facility and the Chevron Employee Park are encouraged to remain as they provide beneficial open space. Northeast Quadrant On the 1992 Land Use Plan, the majority of the northeast quadrant is designated either Corporate Office (193.4 ac) or Urban Mixed -Use 232.52 -7" ac). The Corporate Campus Specific Plan (46.5 ac) also allows a mixture of office and commercial uses. Corporate Office allows a mixture of office uses with retail in the lobby. This designation covers the "Superblock Area" and will allow uses similar to those currently in that area. The Urban Mixed -Use North and South designations allow a mixture of uses, including office, hotels, and retail and light industrial with discretionary approval. The Urban Mixed -Use North and South designations are designed to allow for a flexibility of uses near the three existing, and one future, Green Line transit stations. For the most part, the types of uses allowed are different from the light and heavy industrial uses currently in this area. These designations will accommodate a transition from these uses, which is being driven by the market forces described in the Economic Development Element. (Ord. 1272, GPA 97 -1, 6/17/97). T H E C I T Y O F EL S E G U N D O M G E N E R A L P L A N 3 -11 CITY COUNCIL ORDINANCE NO. 1345 Page 1 of 1 EXHIBIT "D" 1992 General Plan Summary of Existing Trends Buildout Land Use Category Acres Dwelling Units Square Footage Single - Family Residential 357.2 2,858 - -- Two- Family Residential 57.4 934 - -- Planned Residential 5.7 65 - -- Multi- Family Residential 119.7 3,389 - -- Neighborhood Commercial 7.1 85 * 100,000 Downtown Commercial 8.8 18 * 383,328 General Commercial 44.3 - -- 1,930,000 Corporate Office 211.2 - -- 12,351,000 Smoky Hollow 94.1 268 2,019,454 Urban Mixed -Use North 232.5 - -- 13,166,010 Urban Mixed -Use South 70.6 - -- 3,997,936 124th Street Specific Plan 3.9 1 73,530 Aviation Specific Plan 5.4 - -- 66,000 Downtown Specific Plan 25.8 232 * 1,123,848 Corporate Campus Specific Plan 46.5 - -- 2,175,000 Parking 11.8 - -- - -- Light Industrial 356.1 - -- 18,529,000 Heavy Industrial 1,086.8 - -- ___ ** Public Facilities 87.9 - -- - -- Federal Government 90.6 - -- - -- Open Space 78,3 __- ___ Parks 50.0 - -- - -- et & Railroad R.O.W. 442.6 als t 3,494.3 7,850 55,915,106 Population Projection 17,287 " Existing construction and recently constructed, renovated commercial centers and legal nonfonforming residential uses at densities that are currently higher than allowed by the land use designations in this plan will not realistically . be converted to mixed commercial /residential uses and these buildings are expected to remain for the life of the Plan. The heavy industrial shown on this plan includes the Chevron Refinery, Southern California Edison Generation Station, Air Products and Allied Chemical facilities. These facilities have processing equipment and tanks rather than buildings and are expected to remain for the life of the Plan. Therefore, no estimated building square footage is shown. Source: City of El Segundo Planning Department and The Lightfoot Planning Group Amendments: Ord. 1209, GPA 93 -1, 11/2/93; Ord. 1244, GPA 95 -1, 2/6/96; Ord. 1272, GPA 97 -1, 6117/97, Ord. 1279, GPA 97-2,1017197, Ord.1309, GPA 99 -1, 8/17/99, Ord. 1314, GPA 97 -3, 12/7/99, Ord. 1319, GPA 99 -2, 8/1/2000, Ord. 1345, GPA 01 -2, 1/2/02 CITY OF EL SEGUNDO * GENERAL PLAN 1992 General Plan exhibit Summary of Existing Trends Buildout LU -3 ATTACHMENT D -1 TO EXHIBIT D IN LIEU CREDITS AGAINST TRAFFIC MITIGATION FEE EIR IMPROVEMENT ESTIMATED PERCENTAGE ESTIMATED REF COST AMOUNT OF NO. CREDIT B -1 Transportation Demand $25,000 100% $25,000 Management Program B -2 Transit (Shuttle) $175,000 100% $175,000 B -3 Bicycle Station $100,000 100% $100,000 B-4 Bicycle Amenities $25,000 100% $25,000 B -5 Centralized Transportation $25,000 100% $25,000 Management Office ("TMO ") B -6 Maple Avenue between $537,000 80% $430,000 Nash Street and Douglas Street 9-7 Imperial Highway & $50,000 100% $50,000 Sepulveda Boulevard B -8 El Segundo Boulevard & $250,000 100% $250,000 Sepulveda Boulevard 9-11 Imperial Highway & Nash $25,000 100% $25,000 Street/1 -105 Freeway Westbound Offramp (one- way operation only) B -12 Atwood Way & I -105 $250,000 80% $200,000 Freeway Eastbound Offramp (one -way operation only) B 43 Atwood Way & I -105 $250,000 80% $200,000 Freeway offramp (two - way operation only) -36- B -14 El Segundo Boulevard & $150,000 100% $150,000 Douglas Street (two -way operation only) N/A Connection of Maple to $287,000 80% $230,000 Atwood Way The above - referenced costs are based on current estimates and may change upon mutual agreement of the parties. The total amount of in lieu credits would be $1,535,000, assuming one -way operations of Nash Street and Douglas Street, and $1,660,000, assuming two -way operations. -37- EXHIBIT E AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS This Agreement of Purchase and Sale and Escrow Instructions (the "Agreement ") is made as of , by and between TPG -El Segundo Partners, LLC, a California corporation ( "Seller "), and the City of El Segundo, a municipal corporation ( "Buyer"). Recitals A. Seller is the owner of the approximately 5 acres of unimproved real property located at the northwest corner of Mariposa Avenue and Douglas Street, El Segundo, California, described in Paragraph 1.1 below. B. In consideration of the agreements set forth in this Agreement, Seller has agreed to sell the Property to Buyer, and Buyer has agreed to purchase the Property from Seller under the terms of this Agreement for use as a public recreational facility. THE PARTIES AGREE AS FOLLOWS: 1. Sale of Property; Purchase Price. 1.1 Sale of Property. Seller shall sell to Buyer and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement: (i) that certain real property containing approximately 5 acres and located at the northeast corner of Mariposa Avenue and Nash Street, in El Segundo, California and more particularly described in Exhibit "L 1" attached hereto (the "Real Property"); (ii) all appurtenances to the Real Property owned by Seller, including, without limitation, all development rights, air rights, mineral rights, water, water rights and water stock relating to the Real Property (the "Appurtenant Rights "). The Real Property and the Appurtenant Rights are collectively referred to herein as the "Property." 1.2 Purchase Price. Buyer shall pay to Seller as the total purchase price for the Property (the "Purchase Price ") an amount equal to the fair market value of the Property, as determined by an independent appraisal as provided in Paragraph 2.12 below, not to exceed $5,000,000. The Purchase Price shall be payable as follows: 1.2.1 De osits. Buyer shall deposit the sum of $50,000 (the "Deposit ") to Seller into "Escrow" (as defined in Paragraph 2.1 below) in immediately available funds concurrently with the Opening of Escrow (as defined in Paragraph 2.1 below). 1.2.2 Balance. The balance of the Purchase Price (the `Balance ") shall be deposited by Buyer in immediately available funds into Escrow no later than two (2) business days before the Closing Date (as defined in Paragraph 2.2 below). -38- 2. Escrow; Closing Conditions. 2.1 Escrow. No later than five (5) business days after the execution of this Agreement by Buyer and Seller, Buyer and Seller shall open an escrow (the "Escrow ") with (the "Escrow Holder ") and shall deliver a fully executed copy of this Agreement to Escrow Holder. The deposit with Escrow Holder of this Agreement shall constitute the opening of Escrow (the "Opening of Escrow ") and authorization to Escrow Holder to act in accordance with the terms of this Agreement. Escrow Holder's standard provisions are attached hereto as Exhibit "2.1" and shall become a part hereof; provided, however that if there is any conflict or inconsistency between such standard provisions and this Agreement, then this Agreement shall control. 2.2 Closing Date. The Escrow shall close on that date which is thirty (30) days following the expiration of the Feasibility Period (the "Closing Date "), but in no event shall the Closing occur later than . Notwithstanding the foregoing, the "Closing" or "Close of Escrow" (as defined in Paragraph 2.7 below) shall not occur unless the conditions to the Close of Escrow set forth in this Agreement have been satisfied or waived, including, without limitation, (i) the conditions set forth in Paragraphs 2.9 and 2.10 below, (ii) the condition that all items described in Paragraphs 2.5 and 2.6 below shall have been deposited with Escrow Holder, and (iii) the condition that the "Title Company" (as defined in Paragraph 2.3 below) has unconditionally committed to issue the "Title Policy" (as defined in Paragraph 2. below). If any of such conditions have not been satisfied or waived on or before the Closing Date and neither party is in default hereunder, this Agreement and the Escrow shall terminate, and the provisions of Paragraph 2.11 below shall apply. 2.3 Title and Title Insurance. Seller shall convey title to the Property to Buyer by a grant deed (the "Grant Deed "). At the "Close of Escrow," (the "Title Company"), shall issue through Escrow an ALTA Owner's Policy of Title Insurance (the "Title Policy") with liability in the amount of the Purchase Price, insuring fee title to the Property vested in Buyer, subject only to the following exceptions (the "Permitted Exceptions "): 2.3.1.1 (i) the standard printed exceptions set forth in the Title Policy; 2.3.1.2 (ii) general and special taxes and assessments not then delinquent; 2.3.1.3 (iii) those certain exceptions which have been approved by Buyer as provided in Paragraph 2.9.2 below; and 2.3.1.4 (iv) any exceptions to title created by or made through Buyer. 2.4 Costs. 2.4.1 Escrow Holder's fees with respect to the Escrow shall be shared equally by Seller and Buyer. -39- 2.4.2 Seller shall pay the premium for the CLTA portion of the Title Policy. The additional cost for the ALTA coverage and any endorsements to the Title Policy requested by Buyer shall be paid for by Buyer. Buyer shall pay all costs and expenses, if any, incurred in connection with its obtaining a survey of the Property. 2.4.3 All expenses and charges incurred in connection with the discharge of delinquent taxes, if any, or liens or encumbrances on the Property (other than those Permitted Exceptions), shall be paid by Seller. 2.4.4 All installments of bonds, special taxes or assessments which are a lien on the Property prior to the time of Closing shall be paid by Seller. 2.4.5 Each party shall be responsible for payment of the fees and expenses of its counsel relating to this Agreement and the transactions contemplated hereby. 2.4.6 Any documentary or transfer taxes and recording fees shall be paid by Seller. 2.4.7 Any other closing costs or charges are to be paid as is customary in the County of Los Angeles, California. 2.5 Deposit of Documents and Funds by Seller. Seller shall deposit with Escrow Holder the following items no later than two (2) business days prior to the Closing Date, duly executed and acknowledged where required: 2.5.1 The Grant Deed. 2.5.2 An affidavit certifying that Seller is not a "foreign person," as defined in the Internal Revenue Code. 2.5.3 All other documents as may reasonably be required by Escrow Holder or the Title Company to close the Escrow in accordance with this Agreement. 2.6 Deposit of Documents and Funds by Buyer. Buyer shall deposit with Escrow Holder the following items no later than two (2) business days prior to the Closing Date, duly executed and acknowledged where required: 2.6.1 The Balance, plus such additional funds as are required to pay Buyer's costs and prorations as provided in Paragraph 2.4 above and Paragraph 2.8 below, less any credits Buyer is entitled to hereunder. 2.6.2 A completed and originally executed Preliminary Change of Ownership Report in the form required by the Los Angeles County Recorder's Office (the "Change of Ownership Report"). 2.6.3 The Covenant (as defined in Paragraph 10 below). .M 2.6.4 All other funds and documents as may be reasonably required by Escrow Holder to close the Escrow in accordance with this Agreement. 2.7 Delivery of Documents and Funds at Closing. The performance of the acts set forth in this paragraph shall constitute the "Closing" or the "Close of Escrow" as such terms are used in this Agreement. The Escrow Holder shall conduct the Closing by recording and distributing the following described documents and funds in the following manner: 2.7.1 Record the Grant Deed and the Covenant in the Office of the County Recorder of Los Angeles County and simultaneously deliver the Change of Ownership Report to such Office. The Covenant shall be recorded prior to the recordation of any deed of trust of any purchase money lender of Buyer. 2.7.2 Obtain and deliver the original Title Policy to Buyer and a copy to Seller. 2.7.3 Deliver to Seller on the Closing Date in immediately available funds the sum of the Balance, and such other funds, if any, due Seller by reason of prorations, less Seller's closing costs and prorations, if any, as provided in Paragraph 2.4 above and Paragraph 2.8 below, and any credits Buyer is entitled to hereunder. 2.7.4 Pay the costs referred to in Paragraph 2.4 above. 2.8 Prorations. 2.8.1 Taxes. Escrow Holder shall prorate on a 365 -day basis the real estate taxes on the Real Property for the current fiscal year as of the Close of Escrow based upon the most current real estate tax information available. Any supplemental real estate taxes on the Real Property attributable to the period prior to the Closing Date shall be paid by Seller outside of Escrow. 2.8.2 Utilities. Escrow Holder shall prorate through Escrow, on a 365 - day basis all water, gas, electric and other utility services, if any, on the Property. 2.9 Buyer's Conditions to Closing. Buyer shall not be obligated to proceed to the Close of Escrow and the Closing shall not occur unless and until, in addition to all other conditions contained in this Agreement, the following conditions have been satisfied or waived in writing by Buyer: 2.9.1 Evaluation of Prosy. 2.9.1.1 Feasibilijy Period. Buyer shall have a reasonable amount of time, but no more than one hundred eighty (180) days after execution of this Agreement by both parties (the "Feasibility Period "), in Buyer's sole discretion, to (a) determine the feasibility of using the Property as a public recreational facility, (b) approve the results of all tests or studies conducted by or on behalf of Buyer including any tests, inspections or studies pursuant to Paragraph 9 below, and (c) deliver written notice thereof to Seller and Escrow Holder. Buyer's failure to notify Seller or Escrow Holder prior to the expiration of the Feasibility Period of Buyer's -41- disapproval of any of Buyer's feasibility studies shall constitute Buyer's election to proceed to the Close of Escrow. Buyer agrees that during the Feasibility Period, Buyer shall keep Seller reasonably informed as to the status of Buyer's various inspections and feasibility studies. Seller will cooperate with Buyer in connection with Buyer's inspections. Buyer shall commence and complete such tests, studies and inspections with reasonable speed and diligence. 2.9.1.2 Related Documents. Within ten (10) calendar days following execution of this Agreement, Seller shall deliver to Buyer copies of any technical studies or reports in Seller's possession regarding the environmental, seismic, or geotechnical condition of the Property; provided, however, that Seller does not represent or warrant that any such studies or reports exist or are in Seller's possession. 2.9.2 Approval of Title. Promptly following the execution of this Agreement by Buyer and Seller, the Title Company shall deliver to Buyer a preliminary title report issued by the Title Company (the "Title Report") for the Property (as well as copies of all title documents referred to therein). Buyer shall have approved in writing to Seller all matters affecting title to the Real Property prior to the fifteenth (15th) day following Buyer's receipt of the Title Report and copies of all title documents referred to therein. The failure of Buyer to approve or disapprove any matter affecting title by written notice to Seller within such period shall be deemed Buyer's approval of that matter. Buyer shall not be entitled to disapprove liens for current nondelinquent property taxes. Should Buyer disapprove any matters of title, Seller shall determine, within ten (10) days after Seller receives Buyer's timely notice of disapproval (the "First Notice "), whether Seller is able, in Seller's reasonable discretion, to cause such disapproved items to be eliminated prior to or at Closing. If Seller determines, within such ten (10) day period, that it is unable, in Seller's reasonable discretion, to cause certain disapproved items to be eliminated prior to or at Closing, Seller shall give written notice to Escrow Holder and to Buyer specifying those disapproved matters (the "Second Notice "). If Seller does not deliver the Second Notice, then Seller shall be deemed to have agreed to cause such disapproved items to be removed from title to the Property prior to or at the Closing, in which event, Seller covenants to so remove such disapproved items. If Seller delivers the Second Notice specifying certain disapproved matters, and if Buyer is unwilling to waive Buyer's disapproval of those matters, Buyer shall give Seller and Escrow Holder written notice of Buyer's unwillingness, in Buyer's sole discretion, on or before the tenth (10th) day following Buyer's receipt of the Second Notice (the "Third Notice "), and this Agreement and the Escrow shall terminate in accordance with Paragraph 2.11 herein. If Buyer does not give the Third Notice within such 10 -day period, Buyer shall be deemed to have waived its prior disapprovals except as to those matters Seller has eliminated or will eliminate prior to or at the Closing, and the condition contained in this Paragraph 2.9.2 shall be deemed satisfied. 2.9.3 Issuance of Title Policy. The Title Company has issued the Title Policy as of the Close of Escrow subject only to Permitted Exceptions. 2.9.4 Waiver. The foregoing conditions set forth in this Paragraph 2.9 are for the benefit of Buyer, and may be waived by Buyer in writing delivered to Seller and Escrow Holder. In satisfying the foregoing conditions, Buyer and Seller shall each exercise good faith, reasonableness and diligence. However, decisions authorized to be made in the sole -42- discretion of either Buyer or Seller shall be final and not subject to review or challenge on any basis. 2.9.5 Obligation to Close. If the foregoing conditions set forth in this Paragraph 2.9 are not timely satisfied or waived by Buyer in accordance with Paragraph 2.9.4 above, this Agreement shall terminate and the provisions of Paragraph 2.11 below shall apply. If each of the conditions set forth in Paragraphs 2.9.1 and 2.9.2 above are timely satisfied or waived by Buyer, then Buyer shall be obligated to proceed with the Close of Escrow. 2.10 Final Subdivision Man. It shall be a condition precedent to Seller's and Buyer's obligation to proceed with the Close of Escrow (which condition cannot be waived by either Seller or Buyer) that the transactions contemplated hereunder comply with the California Subdivision Map Act (California Government Code Section 66410, et seq.) and all local ordinances adopted pursuant thereto (collectively the "Map Act "). Therefore, as of the Close of Escrow, Seller shall obtain and record, or cause to be recorded, a final tract map (the "Map ") or other document if such is in accordance with the Map Act as may be legally necessary to reconfigure the Real Property into one or more legal parcels under the Map Act for conveyance to Buyer. Seller covenants to use its good faith reasonable efforts to record the Map as soon as possible following the execution of this Agreement. Seller shall pay all costs and expenses in preparing and recording the Map. If the conditions set forth herein have not been satisfied by the Closing Date, then this Agreement shall terminate and the provisions of Section 2.11 below shall apply. 2.11 Termination. Upon any termination of this Agreement and the Escrow (if applicable) for any reason other than either party's default hereunder, (i) each party shall execute such documents as Escrow Holder may reasonably require to evidence such termination, (ii) Escrow Holder shall return all documents to the party who deposited them, (iii) Escrow Holder shall charge its fees and expenses to both parties equally unless the termination of this Agreement is as a result of a default by one of the parties hereto, in which event the defaulting party shall be solely responsible for such fees and expenses, (iv) Escrow Holder shall return the Deposit to Buyer, less such fees and expenses charged to Buyer, (v) Buyer shall return to Seller all documents delivered to it by Seller relating to the Property, and (vi) all obligations of either party relating to this Agreement and the Property shall terminate. 2.12 Ap rp sisal. It shall be a condition precedent to Seller's and Buyer's obligation to proceed with the Close of Escrow (which condition may be waived by mutual written agreement of Buyer and Seller) that an independent appraisal be conducted during the Feasibility Period to ascertain the Purchase Price of the Property; provided, however, if a lawsuit is filed challenging the Development Agreement or other entitlements granted to Seller pertaining to the Property, then the appraisal shall be prepared following final resolution of such lawsuit and the Feasibility Period shall be extended until such final resolution. The parties shall mutually select the appraiser. If the parties are unable to agree upon an appraiser within thirty (30) days from the Opening of Escrow, each party shall select its own appraiser, and the two appraisers will be instructed to appraise the Property at the appropriate time. If the two appraisals are different in value, then the two appraisals will be averaged together and that average will constitute the appraised price. The Purchase Price shall be the appraised price, not to exceed $5,000,000. The parties shall mutually agree to certain qualifications for the -43- appraisers. Each party shall pay one -half of the costs of the appraisal(s). The Property shall be appraised as park land. 3. Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer that, unless otherwise provided, at the date of execution hereof and at and as of the Closing Date: 3.1 Cornorate Existence and Authority. Seller is a limited liability company (i) validly existing and in good standing under the laws of the State of California; and (ii) duly authorized, qualified and licensed under any and all laws, ordinances, rules, regulations and requirements of all governmental authorities to do all things required of it under or in connection with this Agreement. This Agreement and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by Seller are duly executed by and binding upon and enforceable against Seller. 3.2 Documents. To Seller's actual knowledge, all the documents and information delivered by Seller to Buyer in connection with the Property and this Agreement and the exhibits attached thereto are true and correct copies of what they purport to represent. 3.3 Non - Foreign Person. Seller is not a "foreign person" within the meaning of Internal Revenue Code § 1445. 3.4 Liti ag tion. To Seller's actual knowledge, Seller has not been served in connection with any litigation or other proceeding respecting the Property or its use. 3.5 Eminent Domain. To Seller's actual knowledge, there is no existing or proposed eminent domain proceeding against the Property, or any part thereof. 3.5.1.1 Except where expressly indicated to the contrary, the phrase "to Seller's actual knowledge" as used herein shall mean the actual knowledge of Thomas S. Ricci or an officer or director of Seller. 4. Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller that at the date of execution hereof and at and as of the Closing Date, Buyer is a municipal corporation (i) validly existing and in good standing under the laws of the State of California; and (ii) duly authorized, qualified and licensed under any and all laws, ordinances, rules, regulations and requirements of all governmental authorities to do all things required of it under or in connection with this Agreement. This Agreement and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by Buyer are duly executed and binding on and enforceable against Buyer. 5. Buyer's Examination of the Property. Except as provided elsewhere in this Agreement, Seller makes no representation or warranty respecting the Property, or any portion thereof, or otherwise in connection with the transaction contemplated hereby. Without limiting the generality of the foregoing, Buyer hereby acknowledges that Buyer will be purchasing the Property "AS IS" without representation or warranty of any kind, except as provided in Paragraph 3 above and Paragraph 7 below, and more specifically that: .. 5. 1.1 (a) Prior to the Close of Escrow, Buyer will have made its own independent investigation of the Property and all other aspects of this transaction, and has relied entirely thereon and on the advice of its independent consultants (if any) in entering into this Agreement. 5.1.2 (b) Prior to the Close of Escrow, Buyer will have reviewed all instruments, records and documents which Buyer deemed appropriate or advisable to review in connection with the Property and this transaction, and Buyer will have determined that the information and data contained therein or evidenced thereby was satisfactory to Buyer. 5.1.3 (c) Subject to the conditions, covenants, representations and warranties of the parties set forth herein, notwithstanding any adverse effect on the marketability, desirability or value of the Property or any portion thereof which occurs between the execution of this Agreement and the Closing Date, including, without limitation, any adverse effect arising from or related to any changes or proposed changes to any governmental laws, ordinances, statutes, rules or regulations, the transactions contemplated by this Agreement shall be consummated on the terms and conditions contained herein. 6. Covenants by Seller: Commencing with the execution of this Agreement and until the Close of Escrow: 6.1 Seller agrees not to place any liens, encumbrances, or easements on the Property, other than the Permitted Exceptions, nor will Seller enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Buyer or the Property after the Close of Escrow, without the prior written consent of Buyer. 6.2 Seller agrees to maintain the Property in its condition on the date of this Agreement, ordinary wear and tear excepted, and agrees not to permit any act of waste or act that would tend to diminish the value of the Property in any way. 7. Additional Rgpresentations & Warranties of Seller. Seller represents and warrants to Buyer as of the date of this Agreement and as of the Close of Escrow: 7.1 To the best of Seller's knowledge, and except as disclosed by Seller to Buyer in writing prior to the end of the Feasibility Period: 7.1.1 Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any law, regulation or official policy of any local governmental agency, the State of California or the United Stated Government regulating or controlling Hazardous Substances as hereinafter defined (collectively, "Environmental Law "), or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Substances on the Property or the potential violation of any Environmental Law. 7.1.2 There is no monitoring program required by the Environmental Protection Agency ( "EPA ") or any similar state agency concerning the Property. -45- 7.1.3 Seller has disclosed to Buyer all information, records, and studies maintained by Seller in connection with the Property concerning Hazardous Substances. 7.1.4 For the purposes of this Paragraph 7.1, the phrase "to the best of Seller's knowledge" shall mean the actual knowledge of Thomas C. Ricci or an officer or director of Seller. 7.2 Other than those disclosed by Seller to Buyer in writing prior to the execution hereof, there are no contracts or other agreements relating to the Property which will be in force on the Closing Date, and there is not monetary default or material non - monetary default thereunder by Seller that remains uncured. 8. Mutual Indemnities 8.1 Seller agrees to indemnify, defend and hold Buyer harmless from and against all claims, losses, liabilities, damages, actions, judgments, costs and expenses (including reasonable attorneys' fees) arising out of the acts or omissions of Seller, its agents, employees, representative, contractors, guests and invitees in or about the Property prior to the Closing or the conduct of business by Seller at the Property prior to the Closing. 8.2 Buyer agrees to indemnify, defend and hold Seller harmless from and against all claims, losses, liabilities, damages, actions, judgments, costs and expenses (including reasonable attorneys' fees) arising out of the acts or omissions of Buyer, its agents, employees, representative, contractors, guests and invitees in or about the Property after the Closing or the conduct of business by Buyer at the Property after the Closing. 9. Hazardous Material. 9.1 Definition of Hazardous Material. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. 9.2 Right to Inspect. Prior to the expiration of the Feasibility Period, Buyer shall have the right, at its sole cost and expense, to conduct such physical inspections of the Property as necessary in order to determine the presence or absence of Hazardous Material on or under the Property. Such inspections by Buyer shall be conducted at reasonable times and under reasonable circumstances and shall be subject to the prior approval of Seller which shall not be unreasonably withheld. Buyer shall promptly deliver the results of such inspections to the Seller. 9.3 Cleanup of Hazardous Material. If Buyer determines that a legally unacceptable level, according to applicable governmental standards, of Hazardous Material exists on or under the Property, then Buyer may, in Buyer's sole discretion, terminate this Agreement. In such case, Buyer shall bear its own inspection costs, and the provisions of Paragraph 2.11 shall apply. If Buyer elects not to so terminate this Agreement, then Seller shall commence to remove such Hazardous Material from the Property, in which event the Close of Escrow shall be delayed until following Seller's completion of such removal. If Seller commences to remove such Hazardous Material, Seller shall thereafter diligently proceed with such removal at Seller's sole cost and expense, and in accordance with all applicable laws, rules, and regulations. 9.4 Buyer's Inspection. If Seller removes such Hazardous Material pursuant to Paragraph 9.3 above, upon completion of such removal, Seller shall deliver to Buyer and to Escrow Holder notice stating that such removal has been completed. Within thirty (30) days following Buyer's receipt of such notice, Buyer shall inspect the Property in order to determine the presence or absence of Hazardous Material on or under the Property; provided, however, that Seller shall have the right to reasonably approve Buyer's agent who is to conduct such inspection. If such inspection reveals that the level of Hazardous Material remaining on or under the Property is at or less than the allowable level under applicable governmental rules or regulations, then Buyer shall be obligated to proceed to the Close of Escrow, and the Close of Escrow shall occur within two (2) weeks following Buyer's inspection. 9.5 Indemnification. 9.5.1 If following Buyer's inspection of the Property (and any removal by Seller of Hazardous Material from the Property), the parties proceed to the Close of Escrow, Buyer shall indemnify, defend and hold Seller harmless from any and all claims, demands (including demands by any governmental agency), liabilities, costs, expenses, penalties, damages, losses and liens, including reasonable attorneys' fees, arising out of or with respect to (1) any subsequent release of Hazardous Material on or under the Property caused by or through Buyer. The indemnity provided herein shall survive the Close of Escrow and shall not be merged into the Grant Deed. 9.5.2 If following Buyer's inspection of the Property (and any removal by Seller of Hazardous Materials from the Property), the parties proceed in the Close of Escrow, Seller shall indemnify, defend and hold Buyer harmless from any and all claims, demands (including demands by any governmental agency), liabilities, costs, expenses, penalties, damages, losses and liens, including reasonable attorneys' fees, arising out of or with respect to (1) any Hazardous Materials placed on or under the Property by Seller or its agents, (2) any Hazardous Materials of which Seller has actual knowledge, but did not disclose to Buyer, on or before the Close of Escrow, and (3) any migration of Hazardous Materials onto or under the Property from the adjacent property owned by Seller. The indemnity provided herein shall survive the Close of Escrow and shall not be merged into the Grant Deed. 9.6 Release. If following Buyer's inspection of the Property (and any removal by Seller of Hazardous Material from the Property if so elected by Seller), the parties proceed to the Close of Escrow, then: 9.6.1 Buyer and its elected and appointed officials, employees, contractors, agents, and each of them, and their respective successors and assigns, agree to forever release, discharge and acquit Seller and its parent, subsidiary and/or affiliate corporations, partnerships (general and limited), partners, directors, officers, shareholders, and employees, and each of them, and their successors and assigns, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of duty of any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs, sums of money, accounts, -47- compensations, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character (including without limitation reasonable attorneys' fees) (collectively "Claims "), and irrespective of how, why or by reason of what facts, whether heretofore or now existing, or which could, might or may be claimed to exist in the future, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as if fully set forth herein at length, which in any way arise out of, or are connected with or relate to (1) any subsequent release of Hazardous Material on or under the Property caused by or through Buyer, and (2) any required clean -up of any and all Hazardous Material existing on or under the Property as of the Close of Escrow that Buyer did not discover during its inspection and testing of the Property as provided in Paragraphs 9.2 and 9.4 above, except for any Hazardous Materials placed on or under the Property by Seller or its agents, or any Hazardous Materials of which Seller has actual knowledge, but did not disclose to Buyer, on or before the Close of Escrow. Notwithstanding anything to the contrary contained herein, the release provided in this Paragraph 9.6 shall not extend to any past owners of the Property, even if such past owners succeed to Seller's interest in or to a portion of the Property. 9.6.2 Buyer and Seller each respectively hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of this Agreement (including, without limitation, Paragraphs 9.1 through 9.6.1 herein), that it has read Paragraphs 9.1 through 9.6, that it has had such Paragraphs fully explained by such counsel, and that it is fully aware of their contents and legal effect. 10. Buyer's Covenants. Buyer shall execute a covenant to Seller's reasonable satisfaction running with the Property (the "Covenant ") that restricts Buyer's use of the Property solely for the purposes of constructing, operating, and maintaining a public park/and or soccer fields or similar public facilities compatible with the improvements on Seller's adjacent property, such as a police station or community center. The Covenant shall further provide that Buyer shall consult with Seller in developing plans and specifications for any proposed buildings or structures on the Property in order to assure compatibility with existing and proposed development on Seller's adjacent property, including, but not limited to, providing appropriate landscaping and using materials and finishes which complement the improvements on Seller's adjacent property; provided, however, that Seller shall not have any right of approval over such buildings or structures. The provisions of the Covenant shall survive the Close of Escrow for a period of 30 years and shall not be merged into the Grant Deed. 11. Casualties. Buyer and Seller each acknowledge that there are no improvements currently located on the Property and that Buyer is purchasing the Property for its land value. 12. Removal of Personal Property. Prior to the Close of Escrow Seller shall remove any items of personal property from the Property. Such removal shall not affect the amount of the Purchase Price or any other terms or conditions of this Agreement. 13. Right of Entry. Buyer and its representatives, employees, contractors, agents and designees shall have the right to enter upon the Property, at Buyer's sole cost and expense, in order to inspect and investigate the Property and to conduct any and all surveys, tests and studies Buyer deems necessary or convenient, provided that Buyer shall restore any damage done to the Property as the result of any such tests, surveys or studies. Prior to any entry upon the Property Em Buyer shall designate in writing to Seller one or more representatives of Buyer who shall accompany any of such persons each time they enter upon the Property. Such entry or review shall be made only after reasonable advance written notice to Seller by Buyer and at times reasonably acceptable to Seller. Buyer shall indemnify and defend Seller against and hold Seller and the Property free and harmless from any and all claims, demands, liabilities, costs, expenses, penalties, damages, losses and liens, including reasonable attorneys' fees, arising out of any such entry by Buyer or its representatives, employees, agents, contractors or designees. The indemnity provided for herein shall survive the termination of this Agreement or the Close of Escrow hereunder and shall not be merged into the Grant Deed. The inspections of the Property shall be subject to the terms of this Paragraph 13 and shall be considered entries upon the Property for the purposes of this Paragraph 13. 14. Condemnation. This Agreement is subject to the provisions of California Civil Code, Section 1662 (the "Statute'). For the purposes of the Statute in determining whether a taking by eminent domain is of a "material part" of the Property, it shall be material if the taking exceeds ten percent (10 %) of the gross land area of the Real Property. It is hereby understood that in the event of a taking of a "material part" of the Property, then Buyer shall not be obligated to proceed to the Close of Escrow hereunder. In the event of such a condemnation of less than a "material part," Buyer and Seller shall, nonetheless, proceed to Closing without abatement of the Purchase Price but Seller shall assign to Buyer all of Seller's right to recover from the condemning authority. Seller agrees that it will both before and after the Closing Date execute such documents or instruments and further assurances as Buyer may reasonably request in order to facilitate such recovery by Buyer, and Seller will cooperate in any manner reasonably requested by Buyer. 15. Delivery of Possession. Except as expressly provided herein, Seller shall deliver possession of the Property to Buyer at the Close of Escrow. 16. No Commissions. Seller represents and warrants to Buyer that Seller has made no statement or representation nor entered into any agreement with a broker, salesman or finder in connection with the transactions contemplated by this Agreement. Buyer represents and warrants to Seller that Buyer has made no statement or representation nor entered into any agreement with a broker, salesman or finder in connection with the transactions contemplated by this Agreement. In the event of a claim for brokers' or finders' fees or commissions in connection with the negotiation or execution of this Agreement or the transactions contemplated hereunder, Seller shall indemnify, hold harmless and defend Buyer from and against such claim if it shall be based upon any statement or representation or agreement alleged to have been made by Seller, and Buyer shall indemnify, hold harmless and defend Seller if such claim shall be based upon any statement, representation or agreement alleged to have been made by Buyer. 17. Attorneys' Fees. If any action or proceeding shall be brought by either party in order to enforce the provisions of this Agreement, or to collect damages as a result of the breach of any of the provisions of this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred in connection therewith, including attorneys' fees. 18. Notices. Whenever Escrow Holder or any party hereto shall desire to give or serve upon the other any notice, demand, request or other communication, each such notice, demand, SM request or other communication shall be in writing, shall be given by personal delivery (including by commercial courier or delivery service) or by registered or certified United States mail, return receipt requested, postage prepaid, addressed as follows: TO SELLER: with a copy to: TO BUYER: with a copy to: TO ESCROW HOLDER: TPG -El Segundo Partners, LLC 355 South Grand Avenue Suite 2820 Los Angeles, CA 90071 Attention: Thomas S. Ricci, Senior Vice President Greenberg Glusker Fields Claman Machtinger & Kinsella LLP 1900 Avenue of the Stars Suite 2100 Los Angeles, CA 90067 Attention: Dale J. Goldsmith, Esq. City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: City Clerk Burke, Williams and Sorensen 611 West Sixth Street 25th Floor Los Angeles, CA 90017 Attention: Mark D. Hensley, Esq. To the address supplied by Escrow Holder to Buyer and Seller at the Opening of Escrow. Any such notice, demand, request or other communication shall be deemed effective on the day of actual delivery as shown by the addressee's return receipt. If the date on which any notice to be given hereunder (or if the date of Closing) falls on a weekend or legal holiday then such date shall automatically be extended to the next business day immediately following such weekend or holiday. The foregoing addresses may be changed by notice given in accordance with this Paragraph 18. -50- 19. Amendment; Complete greement. All amendments and supplements to this Agreement must be in writing and executed by Buyer and Seller. All understandings and agreements between the parties (including any printed offer of sale provided by Seller to Buyer) regarding the Property are merged in this Agreement, which alone fully and completely expresses the agreement of the parties regarding the Property. This Agreement has been entered into after full investigation of the facts by both parties and neither party has relied on any statement or representation not embodied in this document. This Agreement has been drafted through a joint effort of the parties and their counsel and therefore shall not be construed against either of the parties as the draftsperson. 20. Governing Law. This Agreement shall be governed under the laws of the State of California. 21. Counterparts, Headings and Defined Terms. This Agreement may be executed in several counterparts each of which shall be an original, but all of such counterparts shall constitute one such Agreement. The headings used herein are for convenience only and are not to be construed to be part of this Agreement. For the purposes of this Agreement, (a) the term "including" means "including without limitation," and (b) when a time period is specified in this Agreement for the performance of an act or the occurrence of an event, "days" shall mean "calendar days," unless otherwise specified herein. 22. Time of the Essence. Time is of the essence of this Agreement. 23. Waiver. The waiver by one party of performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered to be a waiver by it of any other covenant, condition or promise. The waiver by either or both parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time. The exercise of any remedy provided in this Agreement shall not be a waiver of any other remedy provided by law. 24. Third Parties. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. 25. Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless such invalidity, illegality or unenforceability materially affects the transactions contemplated by this Agreement or the ability of either party to perform its obligations under this Agreement. In such case, either party may terminate this Agreement and the Escrow on written notice to the other party given no later than ten (10) business days after the party giving such notice becomes aware of such invalidity, illegality or unenforceability, and the provisions of Paragraph 2.11 above shall apply. -51- 26. Additional Documents. Each party hereto agrees to perform any further acts and to execute and deliver any further documents which may be reasonably necessary to carry out the provisions of this Agreement. 27. Assignment; Binding Effect. This Agreement shall not be assignable by Buyer to any other party without the prior written consent of Seller. Subject to the foregoing, this Agreement shall be binding upon the successors and assigns of Seller and Buyer. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: Cindy Mortensen City Clerk APPROVED AS TO FORM: SELLER: TPG -EL SEGUNDO PARTNERS, LLC, a California limited liability company By: _ Title: By: _ Title: BUYER: CITY OF EL SEGUNDO, INC., a California Municipal corporation By: Mike Gordon, Mayor Mark D. Hensley, City Attorney -52- Receipt of the foregoing instructions by Escrow Holder is acknowledged, said escrow holding is accepted and Escrow Holder agrees to hold and dispose of the funds and documents deposited in the escrow in accordance with these instructions. Dated: By: Title: -53 - AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS LIST OF EXHIBITS Exhibit 1.1 Legal Description of Real Property Exhibit 2.1 Escrow Holder's Standard Provisions Exhibit 3.1 Covenant and Agreement -54- AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS EXHIBIT "1.1" LEGAL DESCRIPTION OF REAL PROPERTY [To be added] -55- AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS EXHIBIT "2.1" ESCROW HOLDER'S STANDARD PROVISIONS [To be added] -56- AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS EXHIBIT "3.1" COVENANT AND AGREEMENT [To be added] -57- CITY OF EL SEGUNDO AFFIDAVIT OF POSTING: STATE OF CALIFORNIA } COUNTY OF LOS ANGELES } ss CITY OF EL SEGUNDO } AFFIDAVIT OF POSTING: (Insert title of document below) ORDINANCE NO. 1345 AN ORDINANCE OF THE EL SEGUNDO CITY COUNCIL REGARDING AN APPLICATION FROM TPG-EL SEGUNDO PARTNERS, LLC APPROVING SPECIFIC PLAN NO. 0149 DEVELOPMENT AGREEMENT NO. 014, GENERAL PLAN AMENDMENT NO. 01-2, ZONE CHANGE NO. 01-1, ZONE TEXT AMENDMENT NO. 01-1, ADMINISTRATIVE USE PERMIT NO. 01-19 AND SUBDIVISION NO. 01-5 (VESTING TENTATIVE TRACT NO. 53570) FOR THE EL SEGUNDO CORPORATE CAMPUS PROJECT I, Cathy Domann, declare as follows: That I am the Deputy City Clerk, acting as a Secretary to the El Segundo City Council; that a copy of the document listed above for the meeting of January 2, 2002 was posted at the following conspicuous place City Hall Front Window on January 3, 2002 at 3:00 p.m. I declare under the penalty of perjury that the foregoing is true and correct. Executed on January 3, 2002. MOW- (Signature) Page 1 of 1 CITY COUNCIL ORDINANCE NO. 1345 EXHIBIT "F" Zones CO O -S MM FM C-RS - P MDR P -F PRD 124th SP C -3 R -1 ASP - M -2 SB _" MSTD M -1 ME R-2 EM MSD R -3 ® MU -N M RSD C -2 MU -S Mi NRSD ZONING MAP EA No. 548, DA No. 01 -1, GPA 01 -2 SP No. 01 -1, ZC No. 01 -1, ZTA 01 -1 AUP No. 01 -1, SUB No. 01 -5 N W +E S 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 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO AND TPG -EL SEGUNDO PARTNERS LLC THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.5 1. 2. 3. 3.1 9 5. TABLE OF CONTENTS RECITALS............................................................................................ ..............................1 PROPERTY SUBJECT TO THIS AGREEMENT ............................... ..............................2 BINDINGEFFECT ............................................................................... ..............................2 AGREEMENT PERSONAL TO DEVELOPER ................................... ..............................2 3.2 Constructive Notice and Acceptance ......................................... ..............................3 3.3 Rights to Assign ......................................................................... ..............................3 3.4 Liabilities Upon Transfer ........................................................... ..............................3 DEVELOPMENT OF THE PROPERTY .............................................. ..............................4 4.1 Permitted Uses ........................................................................... ..............................4 4.2 Development Standards ............................................................. ..............................4 4.3 Building Standards ..................................................................... ..............................4 4.4 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications .................................................... ..............................4 4.5 Setbacks ..................................................................................... ..............................4 4.6 Floor Area Ratio ........................................................................ ..............................4 4.7 Maximum Height of Buildings and Structures .......................... ..............................4 4.8 Subdivided Lots ......................................................................... ..............................4 4.9 Minimum and Maximum Floor Area By Use ............................ ..............................5 4.10 Maximum A.M. and P.M. Peak Hour Trips .............................. ..............................5 VESTING OF DEVELOPMENT RIGHTS .......................................... ..............................6 5.1 Applicable Rules ........................................................................ ..............................6 5.2 Entitlement to Develop .............................................................. ..............................6 5.3 Subsequent Enactments ............................................................. ..............................6 5.4 Future Approvals ....................................................................... ..............................6 5.5 Plan Review ........:...................................................................... ..............................7 -i - 5.6 Modification of Approvals ......................................................... ..............................7 5.7 Timing of Development ............................................................. ..............................8 5.8 Term ........................................................................................... ..............................8 5.9 Issuance of Building Permits ..................................................... ..............................8 5.10 Satisfaction of Mitigation Measures and Conditions ................. ..............................8 5.11 In Lieu Credits ........................................................................... ..............................8 6. DEVELOPER AGREEMENTS ............................................................ ..............................9 6.1 General ....................................................................................... ..............................9 6.2 Fire Station Site .......................................................................... ..............................9 6.3 Development Fees ...................................................................... ..............................9 6.4 Processing Fees .......................................................................... ..............................9 6.5 Other Fees .................................................................................. ..............................9 6.6 Sale of Park Site ......................................................................... ..............................9 6.7 Maintenance Obligation ............................................................. ..............................9 6.8 Sales and Use Tax ...................................................................... ..............................9 7. CITY /DEVELOPER AGREEMENTS ................................................. .............................11 7.1 Expedited Processing ............................................................... ..............................1 l 7.2 Processing Cooperation and Assistance .................................... .............................11 7.4 Processing During Third Party Litigation ............................... ............................... 11 7.5 Reimbursement and Apportionment ........................................ ..............................1 l 8. MODIFICATION/ SUSPENSION ........................................................ .............................11 9. DEMONSTRATION OF GOOD FAITH COMPLIANCE .................. .............................12 9.1 Review of Compliance .............................................................. .............................12 9.2 Good Faith Compliance ............................................................ .............................12 9.3 Information to be Provided to Developer ................................. .............................12 -ii- 9.4 Notice of Non - Compliance, Cure Rights .................................. .............................12 9.5 Failure of Periodic Review ....................................................... .............................12 10. EXCUSABLE DELAYS ...................................................................... .............................12 11. DEFAULT PROVISIONS .................................................................... .............................13 11.1 Default ....................................................................................... .............................13 11.2 Content of Notice of Violation ................................................. .............................13 11.3 Remedies for Breach ................................................................. .............................13 12. MORTGAGEE PROTECTION ........................................................... .............................13 12.1 Mortgage Not Rendered Invalid ............................................... .............................14 12.2 Request for Notice of Mortgagee .............................................. .............................14 12.3 Mortgagee's Time to Cure ........................................................ .............................14 12.4 Cure Rights ............................................................................... .............................14 12.5 Bankruptcy ................................................................................ .............................14 12.6 Disaffirmation ........................................................................... .............................15 13. ESTOPPEL CERTIFICATE ................................................................. .............................15 14. ADMINISTRATION OF AGREEMENT ............................................ .............................15 14.1 Appeal of Staff Determinations ................................................ .............................15 14.2 Operating Memoranda .............................................................. .............................15 14.3 Certificate of Performance ........................................................ .............................16 15. AMENDMENT OR TERMINATION BY MUTUAL CONSENT............................................................................................ .............................16 16. INDEMNIFICATION/ DEFENSE ........................................................ .............................16 16.1 Indemnification ......................................................................... .............................16 16.2 Defense of Agreement .............................................................. .............................16 17. TIME OF ESSENCE ............................................................................ .............................17 18. EFFECTIVE DATE .............................................................................. .............................17 - iii - 19. NOTICES .............................................................................................. .............................17 20. ENTIRE AGREEMENT ....................................................................... .............................17 21. WAIVER ............................................................................................... .............................17 22. SEVERABILITY .................................................................................. .............................18 23. RELATIONSHIP OF THE PARTIES .................................................. .............................18 24. NO THIRD PARTY BENEFICIARIES ............................................... .............................18 25. RECORDATION OF AGREEMENT AND AMENDMENTS.................................................................................. .............................18 26. COOPERATION BETWEEN CITY AND DEVELOPER .................. .............................18 27. RULES OF CONSTRUCTION ............................................................ .............................18 28. JOINT PREPARATION ....................................................................... .............................18 29. GOVERNING LAW AND VENUE .................................................... .............................18 30. ATTORNEYS' FEES ............................................................................ .............................19 31. COUNTERPARTS ............................................................................... .............................19 32. NOT A PUBLIC DEDICATION .......................................................... .............................19 EXHIBIT A - PROPERTY DESCRIPTION .................................................... .............................21 EXHIBIT B - ASSIGNMENT AND ASSUMPTION AGREEMENT ............ .............................30 EXHIBIT C - TENTATIVE PHASING PLAN ................................................ .............................34 EXHIBIT D - DEVELOPMENT FEE SCHEDULE ........................................ .............................35 EXHIBIT E - PURCHASE AGREEMENT ..................................................... .............................38 -iv- DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement ") is made and entered into by and between the CITY OF EL SEGUNDO, a municipal corporation (referred to hereinafter as "City ") and TPG- El Segundo Partners, LLC, a California limited liability company (referred to hereinafter as "Developer "). City and Developer, are referred to hereinafter individually as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements contained in this Agreement, City and Developer agree as follows: 1. Recitals. This Agreement is made with respect to the following facts and for the following purposes, each of which is acknowledged as true and correct by the Parties: 1.1 Pursuant to Government Code section 65.865 et sea., City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property. 1.2 Developer is in escrow to purchase from Federal Express Corporation, a Delaware Corporation certain real property in the City of El Segundo, consisting of approximately 46.53 acres located in northeast quadrant of the City, as more specifically described by the legal description set forth in Exhibit A, which exhibit is attached hereto and incorporated herein by this reference (the "Property"). 1.3 Developer desires to develop the Property as a "Mixed- Use" project in accordance with the purpose and intent of the Corporate Campus Specific Plan (SP No. 01- 1)(the "Specific Plan"), and specifically, develop the property with hotel/conference center, office (including general office, government office, and multimedia- related office), retail, light industrial, restaurant, research and development, as such are defined in the El Segundo Municipal Code, and technology, web hosting, and telecommunications uses, all as defined in the Specific Plan. 1.4 City has approved/certified, or is in the process of approving/certifying Environmental Impact Report No. EA -548, the Mitigation Monitoring Plan of the Project Environmental Impact Report; Vesting Tentative Tract No. 53570 (Sub. No. 01 -5), Administrative Use Permit No. 01 -1, and Development Agreement No. 01 -1, General Plan Amendment No. 01 -02, Zone Change No. 01 -01, Zone Text Amendment 01 -1, the Corporate Campus Specific Plan, and conditions of approval imposed in connection herewith (the "Conditions of Approval ") (the foregoing are collectively referred to as the "Project Approvals" and are hereby incorporated into and made a part of this Agreement.) Developer's application for the Project Approvals was deemed complete by the City on September 24, 2001 (the "Application Date "). 1.5 By this Agreement, City desires to obtain the binding agreement of Developer to develop the Property in accordance with the Project Approvals 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 - 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 defined herein) and this Agreement. In consideration thereof, Developer agrees to waive its rights to challenge legally the limitations on density and use imposed upon development of the Property and other restrictions and obligations set forth in this Agreement, including, but not limited to, Developer's obligation to (a) dedicate a portion of the Property to the City for fire station purposes as provided in Section 6.2 below, (b) sell a portion of the Property to the City for park purposes as provided in Section 6.6 below, and (c) record a covenant to providing parking for the park as provided in Section 6.6 below. 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 both the City's General Plan and Zoning Ordinance which identify the Property as "Urban Mixed -Use North" and "Multimedia Overlay District ". 1.10 On October 25, 2001, 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. 1.11 On December 18, 2001, 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 the Final Environmental Impact Report SCH# 91041092 by Resolution No. 4241 and approved the Agreement by Ordinance No. 1345 (the "Enabling Ordinance "). 2. Properteiect to this Agreement. All of the Property shall be subject to this Agreement. The Property or a portion thereof may be referred to hereinafter as "the Site" or the "Project Area." 3. Binding g ffect. The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to, each Party and each successive successor in interest thereto and, subject to Section 3.1 below, constitute covenants that run with the Property. Whenever the terms "City" and "Developer" are used herein, such terms shall include every successor in interest thereto. 3.1 Agreement Personal to Developer. The Developer acknowledges and agrees that the City is entering into this Agreement based on the unique abilities of the Developer, including the Developer's expertise, proven track record and strong financial condition, to perform its obligations under this Agreement, deliver the public benefits promised to the City, and to construct and complete a high quality Project which will be a benefit to the City and its residents. Accordingly, the effectiveness of this Agreement and each of the Project Approvals is expressly conditioned on the acquisition of title to all or a portion (at least 16 acres) -2- of the Property, including, but not limited to, the Fire Station Site (as defined in Section 6.2 below) and the Park Site (as defined in Section 6.6 below), by Developer or an affiliated entity. As used herein, "affiliated entity" shall mean an entity which controls, is by controlled by, under common control with Developer or Developer's principals, or a partnership or joint venture of which Developer or Developer's principals are managing partners or members. In the event that Developer or an affiliated entity does not so take title to all or such portion of the Property for any reason on or before January 1, 2006, then this Agreement and Project Approvals shall, without any further action by either Party, be conclusively deemed to be void ab initio, and the zoning and General Plan designations for the Property, as amended from time to time, which existed prior to the City's adoption of the Project Approvals shall instead apply to the Property, including any subsequent amendments. Notwithstanding the provisions of Section 10 below, such January 6, 2006 deadline shall not be extended due to an Excusable Delay. 3.2 Constructive Notice and Acce tp ance. 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 the Agreement is contained in the instrument by which such person acquired such right, title or interest. 3.3 Rights to Assign. Upon acquisition of all or a portion of the Property as provided in Section 3.1 above, 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. 3.4 Liabilities Upon Transfer. Upon the delegation of the duties and obligations under this Agreement and the sale, transfer or assignment of all or any portion of the Property, Developer will be released from its obligations under this Agreement with respect to the Property, or portion thereof, so transferred arising subsequent to the effective date of such transfer, if (i) Developer has provided to the City prior or subsequent written notice of such transfer and (ii) the transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Property so transferred by executing an Assignment and Assumption Agreement in the form of 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 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. However, neither Developer nor any such transferee shall receive a certificate of occupancy for any Project building unless and until the Fire Station Site has been offered for dedication to the City as provided in Section 6.2 below, and the Park Site offered for sale as provided in Section 6.6 below. The transferee shall be responsible for satisfying the good faith compliance requirements set forth in Section 9 below relating to the portion of the Property owned by such transferee, and any amendment to this Agreement between the City and a transferee shall only affect the portion of the Property owned by such transferee. -3- 4. Development of the Property. The following provisions shall govern the subdivision, development and use of the Property. 4.1 Permitted Uses. The permitted and conditionally permitted uses of the Property, as well as the minimum and maximum allowable square footages for such uses, are set forth in the Specific Plan and condition numbers 29 and 30 of the Conditions of Approval. 4.2 Development Standards. All design and development standards that shall be applicable to the Property are set forth in the El Segundo General Plan, the Municipal Code, and City policies as of the Application Date, and the Specific Plan, the Project Approvals, and this Agreement. 4.3 Building Standards. All construction on the Property shall adhere to the Uniform Building Code, including the Fire Resistive Design Manual, the National Electrical Code, the Uniform Plumbing Code, the Uniform Mechanical Code, the Uniform Housing Code, the Uniform Sign Code, the Uniform Code for the Abatement of Dangerous Buildings, the Uniform Code for Building Conservation and the Uniform Administrative Code in 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, Mitigation Measures, Conditions, Reservations and Dedications. All fees, exactions, mitigation measures, conditions, reservations and dedications of land for public purposes that are applicable to the Project or the Property are set forth in the Project Approvals and this Agreement. 4.5 Setbacks. As set forth in the Specific Plan, buildings within the Project boundaries shall be setback a minimum of fifteen (15) feet from the adjoining public rights -of- way of Nash Street, Atwood Way, Douglas Street, and Mariposa Avenue. Building setbacks within the interior of the Project shall be a minimum of five (5) feet from each lot line, except for buildings adjacent to private streets /internal roadways, in which case setbacks will be 15 feet from curb face. 4.6 Floor Area Ratio ( "FAR "), Development on the Property will not result in developed floor area exceeding that allowed by the Specific Plan. As provided in the Specific Plan, the maximum FAR should be calculated based on the entire area of the Property prior to the dedication and sale of the portions of the Property to the City as provided in Sections 6.2 and 6.6 below, respectively. Any covenants recorded against the Property, or portions thereof, in connection with any transfer of FAR pursuant to the Specific Plan shall survive the termination or expiration of this Agreement. 4.7 Maximum Height of Buildings and Structures. As set forth in the Specific Plan and the Mixed -Used North zone, the maximum permitted height of buildings and structures on the Property shall not exceed 175 feet. 4.8 Subdivided Lots. Each lot shown on the vesting tentative tract map, and subsequent final maps, shall have a lot area of no less than 10,000 square feet. Furthermore, a minimum of 100 feet of frontage shall be provided on a public street, private- and - future street, private street, or private driveway. 4.9 Minimum and Maximum Floor Area By Use. The maximum amount of net developed floor area on the Property is not to exceed the allowable FAR as permitted in the Specific Plan. Of this total, a maximum amount of eighty (80) percent of the total overall gross square footage constructed will be permitted for office uses (including general office, government office, and multimedia - related office). The minimum amount of non - office uses, consisting of one or more of the following: technology, web hosting, and telecommunication, financial institutions, hotels and motels, motion picture /television production facilities, restaurants, coffee shops, cafes, retail and wholesale sales and service, scientific research and experimental development laboratories, light industrial, medical - dental office, commercial recreational facilities, trade union halls, clubs, service clubs, veterans' organizations, lodges, and other similar uses approved by the City C.E.D.S. Director (collectively "Non- Office Uses "), shall be no less than twenty (20) percent of the total overall gross square footage constructed. Developer shall be entitled to defer development of Non -Office Uses to a later phase or phases of development pursuant to Section 6.2 and 6.6 below, provided that the square footage of buildings or structures on the Fire Station Site and/or the Park Site shall not be considered to be Non - Office or Office Uses in determining Developer's compliance with this Section 4.9. 4.9.1 The Developer shall make a reasonable effort to include a hotel on the Property with at least 75 hotel rooms. 4.9.2 The Developer shall make a reasonable effort to include a day care of approximately 5,000 gross square feet on the Property. 4.9.3 The Developer anticipates developing the Project in phases in accordance with the Tentative Phasing Plan attached as Exhibit "C" hereto. 4.10 Maximum A.M. and P.M. Peak Hour Trips. The maximum number of A.M. and P.M. peak hour vehicle trips for the Project, as determined in accordance with the trip generation tables set forth in the Specific Plan, shall not exceed the respective maximum amounts permitted under the Specific Plan, unless a subsequent traffic report has been prepared to the reasonable satisfaction of the City of El Segundo Director of Community, Economic and Development Services ( "City C.E.D.S. Director ") that identifies potential impacts and proposes feasible measures to mitigate impacts and is otherwise consistent with CEQA. In the event that the traffic study identifies new, previously unidentified impacts or a substantial increase in previously identified impacts that cannot be mitigated to insignificant levels, a Supplemental or Subsequent EIR will be prepared and processed at the City's discretion. 4.10.1 The Developer shall prepare a cumulative trip table, acceptable to the City C.E.D.S. Director, that is updated and submitted upon the filing of each building permit request. The table shall maintain an accounting of total square footage by land use as well as the number of A.M. and P.M. peak hour trips associated with each building permit. -5- 5. Vesting of Development Rights. 5.1 Applicable Rules. The Applicable Rules shall consist of the following: 5.1.1 The City's General Plan, as it exists on the Effective Date; 5.1.2 The City Zoning Code, as it exists on the Effective Date; 5.1.3 Such other laws, ordinances, rules, regulations, and official policies governing permitted uses of the Property, density, design, improvement, 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. 5.2 Entitlement to Develop. The Developer is hereby granted the vested right to develop the Project on the Property subject to the Applicable Rules, the Project Approvals and any future approvals granted by the City for the Project or the Property (the "Future Approvals'). 5.3 Subsequent Enactments. Any change in the Applicable Rules, including, without limitation, any change in any applicable general plan or specific plan, zoning, or subdivision regulation, adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, the Planning Commission or any other board, commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be (collectively the "Subsequent Rules "), which would, absent this Agreement, otherwise be applicable to the Property, shall not be applied by the City to any part of the Property. 5.4 Future Approvals. 5.4.1 Minor Modifications to Project. Developer may make minor changes to the Project ( "Minor Modifications ") without amending this Agreement upon the administrative approval of the City C.E.D.S. Director, provided that such modifications are consistent with the Development Standards, Applicable Rules, and Project Approvals and do not constitute Major Modifications pursuant to Section 5.4.2 below. The City shall not unreasonably withhold or delay approval of any Minor Modification. The City shall have the right to impose reasonable conditions in connection with Minor Modifications, provided, however, such conditions shall not (a) be inconsistent with the Applicable Rules or with the development of the Project as contemplated by this Agreement; (b) directly or indirectly, unreasonably hinder, delay, impede, obstruct, interfere with, or place unreasonably burdensome or restrictive measures or requirements upon development of the Project or the Property or any portion thereof; or (c) impose additional dedications, infrastructure or public improvement obligations, fees, or exactions in excess of those identified in this Agreement. 5.4.2 Modifications Requiring Amendment to this Agreement. Any proposed modification to the Project as described below ( "Major Modifications ") shall not constitute a Minor Modification and shall instead require and amendment to this Agreement pursuant to Section 15 below: (a) Any decrease in the required building setbacks as set forth in Section 4.5 above; (b) Any increase in the total developable square footage of the entire Property in excess of the maximum FAR allowed under the Specific Plan; (c) Any increase in height of buildings or structures on the Property above 175 feet; (d) Any increase in the maximum amount of office uses on the Property to more than 80% of the total overall gross square footage constructed; (e) Any decrease of the minimum amount of Non - Office Uses above to less than 20% of the total overall gross square footage constructed; (f) Any increase in the maximum number of A.M. and P.M. peak hour vehicle trips for the Project as specified in Section 4.10 above, .unless a subsequent traffic report has been prepared to the reasonable satisfaction of the City's C.E.D.S. Director that identifies potential impacts and proposes feasible mitigation measures to mitigate such impacts and otherwise complies with CEQA; (g) Any change in use to a use which is not permitted under the Specific Plan; (h) Any material modification to Developer's obligation to dedicate the Fire Station Site to the City as provided in Section 6.2 below or sell the Park Site to the City as provided in Section 6.6 below; and (i) Any material variation in the phasing of Non - Office Uses as provided in Section 4.9.3 above. Notwithstanding the foregoing to the contrary, modifications to the above development standards by the City C.E.D.S. Director pursuant to Section IV -B.2 of the Specific Plan shall be considered Minor Modifications. 5.5 Plan Review. Plans for each building on the Property, including plans for signage, trash enclosures and screening and landscaping shall be reviewed and approved by the City C.E.D.S. Director prior to issuance of a building permit; provided, however, that, notwithstanding anything to the contrary contained in the Applicable Rules, the sole purpose of such review shall be to verify consistency with the Development Standards, Applicable Rules, and Project Approvals. The City C.E.D.S. Director shall approve all features which are consistent with the Development Standards or are otherwise specifically approved by this Agreement and shall have no authority to disapprove or conditionally approve any features or matters which are consistent with the or otherwise which have been specifically approved by this Agreement. 5.6 Modification of Approvals. Throughout the term of this Agreement, the Developer shall have the right, at its election and without risk to any right that is vested pursuant to this Agreement, to apply to the City for modifications and amendments to the Project Approvals and any Future Approvals that may be granted to Developer. The approval or conditional approval of any such modification or amendment which does not constitute a Major Modification shall riot require an amendment to this Agreement, provided that, in addition to any -7- other findings that may be required, a finding is made that the modification or amendment is consistent with this Agreement. Any such modification or amendment shall be deemed incorporated into this Agreement at the time it becomes effective. 5.7 Timing of Develo in . 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 shall have the right, without obligation, except as otherwise specifically set forth herein, 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. 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. 5.8 Term. Subject to Section 3.1 above, this Agreement shall be in effect for a period of nine (9) years from the effective date of the Ordinance establishing this Agreement. However, Developer or City shall be entitled to, by written request prior to the Agreement's expiration, one (1) five (5) -year extension, provided that the requesting Party is not in default of its obligations hereunder at such time. 5.9 Issuance of Building Permits. No building permit, final inspection or Certificate of Occupancy will be unreasonably withheld, conditioned, or delayed from the Developer if all infrastructure required to serve the portion of the Property covered by the building permit, final inspection or Certificate of Occupancy is in place or is suitably guaranteed to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of the City prior to completion of construction and all of the other relevant provisions of the Project Approvals, subsequent approvals and this Agreement have been satisfied. 5.10 Satisfaction of Mitigation Measures and Conditions. In the event that any of the mitigation measures or conditions required of Developer hereunder have been implemented by others, Developer shall be conclusively deemed to have satisfied such mitigation measures or conditions, consistent with CEQA. If any such mitigation measures or conditions are rejected by a governmental agency with jurisdiction, the Developer may implement reasonably equivalent substitute mitigation, consistent with CEQA, to the City's satisfaction, in lieu of the rejected mitigation measures or conditions. Such substitution shall be deemed to be a Minor Modification pursuant to Section 5.4.1 above. 5.11 In Lieu Credits. The City shall grant developer in lieu credits, as appropriate, for the traffic mitigation measures set forth in the EIR. M 6. Developer Agreements. 6.1 General. The Developer shall comply with (i) this Agreement, (ii) the Project Approvals, including without limitation all mitigation measures required by the determination made pursuant to the California Environmental Quality Act, and (iii) all Subsequent Approvals for which it is the applicant or a successor in interest to the applicant. 6.2 Fire Station Site. (a) Dedication. Developer shall, prior to the issuance of any Certificate of Occupancy obtained pursuant to the Project Approvals for any portion of the Property, dedicate to the City, by Grant Deed, one acre of the southeast corner of the Property which abuts either Douglas Street or Mariposa Avenue, or other mutually acceptable location ( "Fire Station Site "). Because the fair market value of the Fire Station Site exceeds the amount of the services fees the City would otherwise collect in connection with the Project, Developer shall be exempt from paying any fire service mitigation fees with respect to the Project. In consideration for so dedicating the Fire Station Site, Developer shall be entitled to defer the first 50,000 gross square feet of the twenty (20) percent minimum Non -Office Uses required under Section 4.9 above. To a later phase or phases in Developer's sole good faith discretion. Prior to accepting such dedication, the City shall have the right to enter onto the Fire Station Site, upon 10 days' written notice, for purposes of conducting geotechnical and environmental soils testing. (b) Use and Improvement. The City shall use the Fire Station Site solely for the purposes of constructing, operating, and maintaining a fire station or other similar public facilities compatible with the Project, such as a police station or community center. The City shall consult with Developer in developing plans and specifications for any proposed buildings or structures on the Fire Station Site in order to assure compatibility with existing and proposed development on the Property, including, but not limited to, eliminating surface parking through the joint use of parking structures on the Property where feasible, providing appropriate landscaping, and using materials and finishes which complement the Project; provided, however, that Developer shall not have any right of approval over such buildings or structures. The provision of this subsection 6.2(b) shall survive the termination or expiration of this Agreement for a period of thirty (30) years from the Effective Date. 6.3 Development Fees. Developer shall pay the development fee amounts identified on Exhibit D hereto ( "Development Fees "). 6.4 Processing Fees. On the Effective Date of this Agreement, Developer shall pay all outstanding City processing, legal and environmental processing costs related to the project and preparation of this Agreement, if any. 6.5 Other Fees. In addition to fees specifically mentioned in this Agreement, Developer agrees to pay all City plan check fees, building inspection fees, and permit fees, generally applicable on a City -wide basis for similar projects, at the rate and amount in effect at the time the fee is required to be paid. WE 6.6 Sale of Park Site.. Prior to the issuance of any certificate of occupancy for any portion of the Property, the Developer shall offer for sale to the City an approximate 5 -acre portion of the Property at the corner of Douglas Street and Mariposa Avenue (the "Park Site ") pursuant to the Purchase and Sale Agreement in the form of Exhibit E attached hereto (the "Purchase Agreement "). The Park Site is more particularly described in the Purchase Agreement. As provided in Section 3.1 above, the Party's obligations to consummate the purchase and sale of the Park Site is expressly conditioned upon Developer's acquisition of title to the Park Site. The Parties shall execute the Purchase Agreement as soon as practical, but not later than sixty (60) days, after Developer acquires such title. Prior to the close of the purchase and sale of the Park Site, the City shall have the right to enter onto the Park Site for the purposes of conducting geotechnical and environmental soils testing, as provided in the Purchase Agreement. Developer shall execute a covenant reasonably satisfactory to the City to provide 100 parking spaces for the Park Site on the portion of the Property adjacent thereto in accordance with condition no. 69 of the Conditions of Approval. In consideration for selling the Park Site at less than fair market value, as determined by an independent appraisal, and providing offsite parking for the Park Site as provided herein, Developer shall be entitled to defer an additional 150,000 square feet of Non - Office Uses to a later phase or phases in Developer's sole good faith discretion. 6.7 Maintenance Obligations. The City shall maintain the Fire Stations Site, the Park Site, and any improvements thereon in a clean, neat and orderly manner. The Developer shall maintain all other portions of the Property in its possession or control, and any improvements thereon, in a clean, neat and orderly manner. The Parties' respective maintenance obligations shall survive any termination or expiration of this Agreement. 6.8 Sales and Use Tax. . (a) In the event the contract price for any work on the Project is valued at five million dollars ($5,000,000) or more, Developer agrees to report on a State Board of Equalization Tax Return, any purchases or 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 used tax due. Developer shall indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, Developer shall also obtain a permit or a sub - permit from the State Board of Equalization indicating the City as the registered job site location, in accordance with State Board of Equalization Operations Memorandum No. 1023. (b) Developer further agrees that if Developer retains contractors or subcontractors to perform a portion of work in the Project, and said contracts or subcontracts are valued at five million dollars ($5,000,000) or more, said contracts or subcontracts shall contain the provisions set forth in Subsection (a) above. (c) The Director of Finance of the City is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 6.7 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 Board of Equalization. -10- City/Developer Agreements. 7.1 Expedited Processing. The City shall process 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, the City agrees to utilize private planners and plan checkers (upon Developer's request and at Developer's cost) and any other available means to expedite the processing of Project applications, including concurrent processing of such applications by various City departments. 7.2 Processing Cooperation and Assistance. To the extent permitted by law, the City shall reasonably cooperate with the Developer in securing any and all entitlements, authorizations, permits or approvals which may be required by any other governmental or quasi - governmental entity in connection with the Development of the Project or the Property. Without limiting the foregoing, the City shall reasonably cooperate with the Developer in any dealings with federal, state and other local governmental and quasi - governmental entities concerning issues affecting the Property. The City shall keep the Developer fully informed with respect to its communications with such agencies which could impact the development of the Property. 7.3 Processing During Third Party Litigation. The filing of any third party lawsuit(s) against the City or the Developer relating to this Agreement or to other development issues affecting any portion of the Property or the Project shall not hinder, delay or stop the development, processing or construction of the Project, approval of the Future Approvals, or issuance of ministerial permits or approvals, unless the third party obtains a court order preventing the activity. 7.4 Reimbursement and Apportionment. Although the parties do not contemplate a condition of a Future Approval requiring excess capacity or size of required dedications or public facilities beyond that required by the Applicable Rules, nothing in this Agreement precludes the City or the Developer from entering into any reimbursement agreements for the portion (if any) of the cost of any dedications, public facilities and/or infrastructure that the City, pursuant to this Agreement, may require pursuant to the Applicable Rules as conditions of the Future Approvals, to the extent that they are in excess of those reasonably necessary to mitigate the impacts of the Project or development on the Property. 8. Modification/Suspension. Pursuant to Government Code Section 65869.5, in the event that any state or federal law or regulation, enacted after the Effective Date (as defined in Section 18), precludes compliance with any provision of this Agreement, such provision shall be deemed modified or suspended to the extent practicable to comply with such state or federal law or regulation, as reasonably determined necessary by City. Upon repeal of said law or regulation or the occurrence of any other event removing the effect thereof upon the Agreement, the provisions hereof shall be restored to their full original effect. -11- 9. Demonstration of Good Faith Compliance 9.1 Review of Com lice. In accordance with Government Code Section 65965. 1, this Section 9 and the Applicable Rules, once each year, on or before each anniversary of the Effective Date ( "Periodic Review "), the City C.E.D.S. Director shall review the extent of the Developer's good faith substantial compliance with the terms and provisions of this Agreement as well as the performance by the City of its obligations under this Agreement. 9.2 Good Faith Compliance. During each Periodic Review, the Developer shall demonstrate by written status report that, during the preceding twelve (12) month period, that it has been in good faith compliance with this Agreement. For purposes of this Agreement, the phrase "good faith compliance" shall mean that the Developer has demonstrated that it has acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith in and has substantially complied with the Developer's material obligations under this Agreement. 9.3 Information to be Provided to Developer. The City shall deliver to the Developer a copy of all staff reports prepared in connection with a Periodic Review, any prior staff reports generated during the review period, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review concurrently with delivery of the Request Notice, but in no event later than six (6) business days prior to the City C.E.D.S. Director's submittal of a report setting forth his or her determination as to the results of the Periodic Review. Upon the Developer's request, the Developer shall be given a full and adequate opportunity to be heard orally and in writing regarding its performance and, at its option, the City's performance under the Agreement prior to the completion of the City C.E.D.S. Director's Periodic Review. 9.4 Notice Of Non-Compliance; Cure Rights. If at the completion of any Periodic Review, the City C.E.D.S. 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 C.E.D.S. Director may issue and deliver to the Developer a written Notice of Violation as set forth in Section 11.1 below. 9.5 Failure of Periodic Review. The City's failure to review, at least annually, compliance by the Developer with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement. 10. Excusable Delays. Performance by any Party of its obligations hereunder, other than payment of fees and other monetary assessments, 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 Parties 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: (a) act of God; (b) civil commotion; (c) riot; (d) strike, picketing or other labor dispute; (e) shortage of materials or supplies; (f) damage to work in progress by reason of fire, flood, -12- earthquake or other casualty; (g) lack of adequate utility service for the property to the extent such impacts the health, safety and welfare of the residents and businesses of the City or is caused by a third party; (h) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or mandated by a governmental entity other than City; (i) litigation brought by a third party attacking the validity of this Agreement, a Project Approval, a Subsequent Approval or any other action necessary for development of the Property, 0) delays caused by any default by City or the Developer hereunder, or (k) delays due to the presence or remediation of currently unknown hazardous materials. The term of this Agreement shall be extended by any period of Excusable Delay. 11. Default Provisions. 11.1 Default. Either party to this Agreement shall be deemed to have breached this Agreement if it materially breaches any of the provisions of the 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 breach within the time set forth in the notice, then the breaching party shall not be in default if it commences to cure the breach within such time limit and diligently effects such cure thereafter. If the City determines to proceed with termination of this Agreement, the City shall given 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 Council finds based upon the evidence that the Developer is in breach of the Agreement, the Council may modify or terminate this Agreement. 11.2 Content of Notice of Violation. Every Notice of Violation shall state with specificity that it is given pursuant to this section of the Agreement, the nature of the alleged breach, (including references to the pertinent provisions of this Agreement and Applicable Rules), the portion of the Property involved, and the manner in which the breach may be satisfactorily cured. The notice shall be deemed given on the date that it is personally delivered or on the date that is three (3) business days after it is deposited in the United States mail, in accordance with Section 19 hereof. 11.3 Remedies for Breach. The Parties agree that the remedies for breach of the Agreement shall be limited to the remedies expressly set forth in this subsection. The remedies for breach of the Agreement by City or Developer shall be limited to injunctive relief and/or specific performance. 12. Mortgagee 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 (except for the Fire Station Site and the Park Site) 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 -13- 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: 12.1 Mortgage Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the priority of the lien of any mortgage or deed of trust on the Property made in good faith and for value. No Mortgagee shall have an obligation or duty under this Agreement to perform the Developer's obligations, or to guarantee such performance, prior to taking title to all or a portion of the Property. 12.2 Request for 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. 12.3 Mortgagee's Time to Cure. The City shall provide a copy of any Notice of Violation to the Mortgagee within ten (10) days of sending the Notice of Violation to the Developer. The Mortgagee shall have the right, but not the obligation, to cure the default for a period of thirty (30) days after receipt of such Notice of Violation. Notwithstanding the foregoing, if such default shall be a default which can only be remedied by such Mortgagee obtaining possession of a Property, or any portion thereof, and such Mortgagee seeks to obtain possession, such Mortgagee shall have until thirty (30) days after the date of obtaining such possession to cure or, if such default cannot reasonably be cured within such period, to commence to cure such default, provided that such default is cured no later than one (1) year after Mortgagee obtains such possession. 12.4 Cure Rights. Any Mortgagee who takes title to all of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, shall succeed to the rights and obligations of the Developer under this Agreement as to the Property or portion thereof so acquired; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of the Developer arising prior to acquisition of title to the Property by such Mortgagee, except that any such Mortgagee shall not be entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary or nonmonetary obligations due under this Agreement for the Property, or portion thereof acquired by such Mortgagee, have been satisfied. 12.5 Bankruptcy. If any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving the Developer, the times specified in Section 12.3 above shall be extended for the period of the prohibition, except that any such extension shall not extend the term of this Agreement. -14- 12.6 Disaffirmation. If this Agreement is terminated as to any portion of the Property by reason of (i) any default or (ii) as a result of a bankruptcy proceeding, this Agreement is disaffirmed by a receiver, liquidator, or trustee for the Developer or its property, the City, if requested by any Mortgagee, shall negotiate in good faith with such Mortgagee for a new 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, any 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 certified Party (i) this Agreement is in full force and effect and a binding obligation of the Parties, (ii) this Agreement has not been amended, or if amended, the identity of each amendment, and (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach. The Party receiving such a request shall execute and return the certificate within thirty (30) days following receipt of the notice. The failure of the City to deliver such a written notice within such time shall constitute a conclusive presumption against the City that, except as may be represented by the Developer, this Agreement is in full force and effect without modification, and that there are no uncured defaults in the performance of the Developer. The City C.E.D.S. Director shall be authorized to execute, on behalf of the City, any Estoppel Certificate requested by the Developer. City acknowledges that a certificate may be relied upon by successors in interest to the Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Property in which that Developer has a legal interest. 14. Administration of Agreement. 14.1 Appeal of Staff Determinations., Any decision by City staff concerning the interpretation and administration of this Agreement and 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. All decisions by the City Staff concerning the administration of this Agreement and the Project which is the subject hereof are appealable to the Planning Commission and thereafter, if necessary, to the City Council. Final determinations by the 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 terms of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by City and Developer, which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by City and the Developer. Operating memoranda are not intended to -15- and cannot constitute an amendment to this Agreement or allow a Major Modification to the Project but are mere ministerial clarifications, therefore public notices and hearings shall not be required. The City Attorney shall be authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 15 below. The authority to enter into such operating memoranda is hereby delegated to the City C.E.D. Director, and the City C.E.D. Director is hereby authorized to execute any operating memoranda hereunder without further City Council action. 14.3 Certificate of Performance. Upon the completion of the Project, or the development of any Parcel, or upon performance of this Agreement or its earlier revocation and termination, the City shall provide the Developer, upon the Developer's request, with a statement ( "Certificate of Performance ") evidencing said completion or revocation and the release of the Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance shall be signed by the appropriate agents of the Developer and the City and shall be recorded in the official records of Los Angeles County, California. Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 3093. 15. Amendment or Termination by Mutual Consent. Except as otherwise set forth herein, this Agreement may only be amended or terminated, in whole or in part, by mutual consent of City and the Developer, and upon compliance with the provisions of Government Code Section 65867. 16. Indemnification/Defense 16.1 Indemnification. The Developer shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officers, employees and agents from and against any and all losses, liabilities, fines, penalties, costs, claims, demands, damages, injuries or judgments arising out of, or resulting in any way from, the Developer's performance pursuant to this Agreement except to the extent such is a result of the City's negligence or intentional misconduct. Developer shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officers, employees and agents from and against any action or proceeding to attack, review, set aside, void or annul this Agreement or the Project Approvals or any provisions thereof. 16.2 Defense of Agreement. If the City accepts Developer's indemnification and defense as provided in Section 16.1 above, the City agrees to and shall timely take all actions which are necessary or required to uphold the validity and enforceability of this Agreement and the Applicable Rules. -16- 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. 19. Notices. All notices and other communications given pursuant to this Agreement shall be in writing and shall be deemed received when personally delivered or upon the third (3rd) day after deposit in the United States mail, registered or certified, postage prepaid, return receipt requested, to the Parties at the following addresses: If to City: City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: City Clerk With a Copy to: Burke, Williams & Sorensen 611 West Sixth Street 25th Floor Los Angeles, CA 90017 Attention: Mark D. Hensley, Esq. If to Developer: TPG -El Segundo Partners, LLC 355 South Grand Avenue Suite 2820 Los Angeles, CA 90071 Attention: Thomas S. Ricci, Senior Vice President With a Copy to: Greenberg Glusker Fields Claman Machtinger & Kinsella LLP 900 Avenue of the Stars Suite 2100 Los Angeles, CA 90067 Attention: Dale J. Goldsmith, Esq. Any Party may, from time to time, by written notice to the other, designate a different address which shall be substituted for the one above specified. 20. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and all prior agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended, except as expressly provided herein. 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 -17- writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 22. 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; provided, however, that in the event Section 3.1 above is determined to be invalid or unenforceable, and Developer or an affiliated entity does not take title to all or a portion of the Project as provided in Section 3.1 above, then the Park Site shall be dedicated to the City at no cost instead of sold. 23. Relationship 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 of the 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 kind or nature between City and Developer, jointly or severally. 24. No Third Party 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. 25. 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. 26. 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 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 shall not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Project Approvals or the Subsequent Approvals, the provisions of this Agreement shall prevail over the Project Approvals. 28. Joint Preparation. This Agreement shall be deemed to have been prepared jointly and equally by the Parties, and it shall not be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. 29. Governing Law and Venue. This Agreement is made, entered into, and executed in the County of Los Angeles, California, and the laws of the State of California shall govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this -18- Agreement shall be filed in the appropriate court having jurisdiction in the County of Los Angeles. 30. Attorne s' Fees. In the event any action, suit or proceeding is brought for the enforcement or declaration of any right or obligation pursuant to, or as a result of any alleged breach of, this Agreement, the prevailing Party shall be entitled to its reasonable attorneys, fees and litigation expenses and costs, and any judgment, order or decree rendered in such action, suit or proceeding shall include an award thereof. Attorneys' fees under this section shall include attorneys' fees on any appeal and any post judgment proceedings to collector enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement. 31. Counters. 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. Not a Public Dedication. Except as otherwise expressly provided herein (including, but not limited to, Sections 6.2 and 6.6 above), 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. Except for any portion of the Property which has been conveyed to the City by the Developer as provided in Sections 6.2 and 6.6 above, the Developer shall have the right to prevent or prohibit the use of the Property, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose which is not consistent with the development of the Project. Any portion of the Property conveyed to the City by the Developer as provided herein shall be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City shall not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Property that would deprive the Developer of the material benefits of this Agreement, or would in any manner interfere with the development of the Project as contemplated by this Agreement. -19- IN WITNESS WHEREOF, Developer and City of El Segundo have executed this Development Agreement on the date first above written. ATTEST Cindy Mortesen City Clerk APPROVED AS TO FORM: LE Mark D. Hensley, City Attorney CITY: CITY OF EL SEGUNDO, a municipal corporation : Mike Gordon, Mayor DEVELOPER: TPG -EL SEGUNDO PARTNERS, LLC, a California limited liability corporation : Its: -20- I*:4IIM:30W.1 PROPERTY DESCRIPTION PARCEL A: A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF THAT CERTAIN 12.625 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED FEBRUARY 25, 1929 AND RECORDED IN BOOK 7451 PAGE 166 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING DISTANT SOUTH 0 DEGREES 12 MINUTES EAST 564.44 FEET FROM THE NORTHERLY LINE OF SAID NORTHEAST QUARTER OF SECTION 7 AND BEING A POINT IN THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE); THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG SAID SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID 12.625 ACRE PARCEL, A DISTANCE OF 1400.00 FEET; THENCE SOUTH 89 DEGREES 47 MINUTES WEST PARALLEL WITH THE NORTHERLY LINE OF SAID NORTHEAST QUARTER, 650.00 FEET; THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE FIRST DESCRIBED COURSE OF THIS DESCRIPTION, A DISTANCE OF 708.21 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF A CURVE, TANGENT TO LAST COURSE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, THROUGH A CENTRAL ANGLE OF 50 DEGREES 54 MINUTES 37 SECONDS, A DISTANCE OF 523.19 FEET; THENCE IN A DIRECT LINE NORTH 61 DEGREES 17 MINUTES EAST 492.17 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION THEREOF LYING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 1, 1995 AS INSTRUMENT NO. 95- 1439414. -21- ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS. PARCEL B: A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF THAT CERTAIN 17.858 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, SAID POINT BEING IN THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), DISTANT SOUTH 0 DEGREES 12 MINUTES EAST ALONG SAID WEST LINE 1964.44 FEET FROM THE NORTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE CONTINUING ALONG SAID WESTERLY LINE SOUTH 0 DEGREES 12 MINUTES EAST 678.96 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTHERLY LINE 650.00 FEET TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET; THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG LAST SAID PARALLEL LINE 678.96 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF SAID 17.858 ACRE PARCEL; THENCE NORTH 89 DEGREES 47 MINUTES EAST ALONG THE SOUTH LINE OF SAID 17.858 ACRE PARCEL, A DISTANCE -OF 650.00 FEET TO THE POINT OF BEGINNING. _22_ EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS. PARCEL C: A STRIP OF LAND 1.00 FEET IN WIDTH BY 1820.82 FEET IN AVERAGE LENGTH, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCH OF SAUSAL REDONDO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), SAID POINT BEING IN THE WESTERLY LINE OF THAT CERTAIN 10.1314 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED OCTOBER 23, 1950, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 34649 PAGE 88, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY; THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG SAID PARALLEL LINE, BEING ALONG THE WESTERLY LINE OF SAID 10.1314 ACRE PARCEL AND ALONG THE WESTERLY LINE OF THAT CERTAIN 17.858 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENTS COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, A DISTANCE OF 1387.17 FEET, MORE OR LESS, TO A CURVE POINT IN LAST SAID WESTERLY LINE; THENCE CONTINUING ALONG LAST SAID WESTERLY LINE, BEING ALONG THE ARC OF A CURVE, TANGENT TO LAST COURSE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, THROUGH A CENTRAL ANGLE OF 42 DEGREES 24 MINUTES 18 SECONDS, A DISTANCE OF 435.78 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2.007 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED MARCH 15, 1949, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY; THENCE SOUTHWESTERLY ALONG -23- LAST SAID SOUTHERLY LINE, BEING ALONG THE ARC OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET, A DISTANCE OF 5.66 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS CONCENTRIC WITH AND DISTANT RADIALLY 1.00 FEET NORTHWESTERLY FROM THE SECOND DESCRIBED COURSE OF THIS DESCRIPTION; THENCE SOUTHWESTERLY ALONG LAST SAID CONCENTRIC LINE, BEING ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 589.81 FEET, A DISTANCE OF 431.53 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 651.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE); THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG LAST SAID PARALLEL LINE 1387.17 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE NORTH 89 DEGREES 47 MINUTES EAST ALONG SAID SOUTH LINE, 1.00 FEET TO THE POINT OF BEGINNING; CONTAINING AN AREA OF 0.042 OF AN ACRE, MORE OR LESS. EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS. PARCEL D: THAT PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 30.0 FEET EASTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE NORTH 0 DEGREES 12 MINUTES 30 SECONDS WEST ALONG SAID PARALLEL LINE 1578.80 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2.007 ACRES PARCEL OF LAND DESCRIBED IN DEED DATED MARCH 15, 1949, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY; THENCE FOLLOWING ALONG THE SOUTHERLY -24- LINE OF SAID 2.007 ACRES PARCEL, NORTH 78 DEGREES 47 MINUTES EAST 434.45 FEET, AND NORTHEASTERLY ALONG THE ARC OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET, A DISTANCE OF 182.61 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS CONCENTRIC WITH AND DISTANT RADIALLY 44.00 FEET NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF THAT CERTAIN 17.858 ACRES PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENT CO., TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAD) LOS ANGELES COUNTY; THENCE SOUTHWESTERLY ALONG SAID CONCENTRIC LINE, BEING ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 632.81 FEET, A DISTANCE OF 352.73 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 694.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE); THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG LAST SAID PARALLEL LINE, BEING TANGENT TO LAST DESCRIBED CURVE, A DISTANCE OF 1387.18 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTH LINE 502.13 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT THEREFROM THOSE PORTIONS THEREOF DESCRIBED IN THE DEED TO THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, A PUBLIC AGENCY, IN DEED RECORDED NOVEMBER 1, 1994 AS INSTRUMENT NO. 94- 1978699. ALSO EXCEPT THEREFROM THAT PORTION, IF ANY, LYING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, IN DEED RECORDED SEPTEMBER 1, 1995 AS INSTRUMENT NO. 95- 1439430. ALSO EXCEPT THEREFROM ALL NATURAL GAS CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, BUT WITHOUT ANY RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND IN ANY MANNER FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SUCH NATURAL GAS, AS GRANTED TO STANDARD OIL COMPANY OF CALIFORNIA, A DELAWARE CORPORATION, BY DEED RECORDED ON JULY 27, 1943 IN BOOK 20145 PAGE 298, OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL OIL, HYDROCARBON AND MINERAL SUBSTANCES, CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, WITHOUT ANY RIGHT TO ENTER UPON THE SURFACE OF SAID LAND -25- FOR THE PURPOSE OF EXTRACTING ANY SUCH OIL, HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY OTHER PURPOSES, AS GRANTED TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, A CORPORATION, BY DEED RECORDED ON SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336, OFFICIAL RECORDS. PARCEL E: THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES; STATE OF CALIFORNIA, DESCRIBED IN THE GRANT DEED FROM THE SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 435.35 FEET FROM THE EASTERLY TERMINUS THEREOF; THENCE SOUTH 89 DEGREES 56 MINUTES 28 SECONDS WEST 6.55 FEET; THENCE NORTH 29 DEGREES 28 MINUTES 46 SECONDS EAST 11.49 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT 10.00 FEET NORTHERLY FROM THE COURSE HEREIN ABOVE CITED AS HAVING A BEARING OF SOUTH 89 DEGREES 56 MINUTES 28 SECONDS WEST AND A LENGTH OF 6.55 FEET; THENCE NORTH 89 DEGREES 56 MINUTES 28 SECONDS EAST 44.85 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 834.00 FEET; THENCE EASTERLY 7.58 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 31 MINUTES 15 SECONDS TO ITS INTERSECTION WITH SAID CERTAIN COURSE; THENCE SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 52.52 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING. PARCEL F: THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN THE GRANT DEED FROM THE SANTA FE LAND IMPROVEMENT -26- COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 26.77 FEET FROM THE EASTERLY TERMINUS THEREOF; THENCE NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST 291.58 FEET TO A POINT ON A CURVE IN SAID SOUTHERLY LINE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET, (SAID CURVE BEING DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 294.76 FEET, MORE OR LESS), A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 35 DEGREES 26 MINUTES 04 SECONDS EAST; THENCE ALONG SAID SOUTHERLY LINE OF THE FOLLOWING COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2 DEGREES 26 MINUTES 38 SECONDS, AN ARC DISTANCE OF 26.82 FEET TO A POINT ON A NON - TANGENT CURVE IN SAID SOUTHERLY LINE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS NORTH 47 DEGREES 41 MINUTES 01 SECONDS WEST; AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 45 MINUTES 02 SECONDS, AN ARC DISTANCE OF 7.71 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT 10.00 FEET NORTHWESTERLY FROM THE COURSE HEREIN ABOVE CITED AS HAVING A BEARING OF NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST AND A LENGTH OF 291.58 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 67 DEGREES 51 MINUTES 23 SECONDS WEST 3G7.43 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 834.00 FEET; THENCE SOUTHWESTERLY 8.41 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 34 MINUTES 41 SECONDS TO ITS INTERSECTION WITH SAID CERTAIN COURSE; THENCE NORTH 78 DEGREES 55 MINUTES 38 SECONDS EAST 52.30 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING. PARCEL G: THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN THE GRANT DEED FROM THE SANTA FE LARD IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, -27- RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES S5 MINUTES 38 SECONDS WEST 26.77 FEET FROM THE EASTERLY TERMINUS THEREOF; THENCE NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST 291.58 FEET TO A POINT ON A CURVE IN SAID SOUTHERLY LINE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 682.805 FEET, (SAID CURVE BEING DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 294.76 FEET, MORE OR LESS), A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 35 DEGREES 26 MINUTES 04 SECONDS EAST; THENCE SOUTHWESTERLY ALONG SAID CURVE AND SOUTHERLY LINE THROUGH A CENTRAL ANGLE OF 24 DEGREES 21 MINUTES 42 SECONDS, AN ARC DISTANCE OF 276.37 FEET TO THE EASTERLY TERMINUS OF SAID CERTAIN COURSE; THENCE SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 26.77 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING. PARCEL H: A PARCEL OF LAND IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT CERTAIN 18.877 ACRE PARCEL OF LAND DESCRIBED I- DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED APRIL 2, 1951 IN BOOK 35937 PAGE 52, OFFICIAL RECORDS OF SAID COUNTY, SAID SOUTHEAST CORNER BEING A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 1.10 ACRE PARCEL DESCRIBED AS PARCEL NO.2 IN EASEMENT FROM SANTA FE LAND IMPROVEMENT COMPANY TO THE CITY OF EL SEGUNDO, RECORDED SEPTEMBER 28, 1953 IN BOOK 42792 PAGE 108, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE EASTERLY LINE OF SAID 18.877 ACRE PARCEL THE FOLLOWING COURSES: NORTH 0 DEGREES 12 MINUTES WEST 1387.18 FEET; THENCE NORTHERLY ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 632.81 FEET, A DISTANCE OF 352.73 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2.007 ACRE PARCEL OF LAND DESCRIBED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL mom 11, 1949 IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID COUNTY, LAST SAID POINT BEING IN THE ARC OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET; THENCE, LEAVING SAID EASTERLY LINE, NORTHEASTERLY ALONG SAID SOUTHERLY LINE, AN ARC DISTANCE OF 106.49 FEET, MORE OR LESS, TO A POINT IN THE WESTERLY LINE OF THAT CERTAIN 0.042 ACRE PARCEL DESCRIBED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED JANUARY 2, 1951 AS INSTRUMENT NO. 1761 IN BOOK 35204 PAGE 41, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID OF SAID 0.042 ACRE PARCEL THE FOLLOWING COURSES: SOUTHERLY ALONG CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 589.81 FEET, A DISTANCE OF 431.53 FEET, MORE OR LESS; THENCE SOUTH 0 DEGREES 12 MINUTES EAST TO A PONT IN THE SOUTHERLY LINE OF SAID 1.10 ACRE PARCEL; THENCE WESTERLY LINE THE ARC OF A DISTANCE OF 1387.17 FEET SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTHERLY LINE 43 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT ALL NATURAL GAS AND ALL OIL, HYDROCARBON AND MINERAL SUBSTANCES IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SAID SUBSTANCES, AS GRANTED TO STANDARD OIL COMPANY OF CALIFORNIA, A CORPORATION, BY DEED RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298, OFFICIAL RECORDS AND TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, A CORPORATION, BY DEED RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336, OFFICIAL RECORDS. -29- EXHIBIT B Recording Requested By and When Recorded Mail To: Greenberg Glusker Fields Claman Machtinger & Kinsella LLP 1900 Avenue of the Stars, Suite 2100 Los Angeles, California 90067 -4590 Attn: Dale Goldsmith, Esq. ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is made and entered into by and between TPG -EL SEGUNDO PARTNERS, LLC, a California limited liability company ( "Assignor"), and ( "Assignee "). RECITALS A. The City of El Segundo ( "City') and Assignor entered into that certain Development Agreement dated , 2001 (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 Vesting Tentative Maps for the Project Site (collectively, the "Project Approvals "). C. Assignor intends to sell, and Assignee intends to purchase that portion, of the Project Site more particularly described in Exhibit `B" attached hereto (the "Transferred Property"). D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property. THEREFORE, the parties agree as follows: 1. Assignment. 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. -30- 2. Assum tp ion. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property, including but not limited to those obligations specifically allocated to the Transferred Parcel as set forth on Exhibit "C" attached hereto. 3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement shall be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Transferred Property. 4. Remainder of 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 1 and 2 above. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. Date: "ASSIGNOR" TPG -EL SEGUNDO PARTNERS, LLC, a California limited liability company By: Its: "ASSIGNEE" Date: By: Its: -31- RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of El Segundo on this day of CITY OF EL SEGUNDO Lm Planning Director -32- STATE OF CALIFORNIA SS: COUNTY OF On 2001, 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) STATE OF CALIFORNIA ) SS: COUNTY OF ) On 2001, 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. -33- EXHIBIT C TENTATIVE PHASING PLAN Phase Start Construction Complete Construction PHASE I JULY 2002 JULY 2004 • 300,000 gsf mixed -use, proportional retail and associated parking PHASE II JANUARY 2003 JANUARY 2005 • 250,000 gsf mixed -use, proportional retail and associated parking PHASE III JULY 2003 JULY 2005 • 250,000 gsf mixed -use, proportional retail and associated parking PHASE IV JANUARY 2004 JANUARY 2006 • 250,000 gsf mixed -use, proportional retail and associated parking PHASE V JULY 2004 JULY 2006 • 250,000 gsf mixed -use, proportional retail and associated parking PHASE VI JANUARY 2005 JANUARY 2007 • 250,000 gsf mixed -use, proportional retail and associated parking PHASE VII JULY 2005 JULY 2007 • 250,000 gsf mixed -use, proportional retail and associated parking PHASE VIII JANUARY 2006 JANUARY 2008 • 250,000 gsf mixed -use, proportional retail and associated parking PHASE IX JULY 2006 JULY 2008 • 250,000 gsf mixed -use, proportional retail and associated parking PHASE X JANUARY 2007 JANUARY 2009 • 250,000 gsf mixed -use, proportional retail and associated parking Total Complete Buildout July 2009 • 2,000,000 gsf mixed -use, 550,000 retail and associated parking. -34- City of El Segundo Fees: l 2 9K 9 U EXHIBIT D DEVELOPMENT FEE SCHEDULE Police Service Mitigation Fee Fire Service Mitigation Fee Library Service Mitigation Fee $0.11 per gross floor area Deemed satisfied by the dedication of a fire station site. $0.03 per gross floor area Traffic Mitigation Fee Per City Council Resolution No. 3969 adopted May 21, 1996, subject to the in lieu credits listed on Attachment D -1. Water Meter Installation Fees Per Title 14 of El Segundo Municipal Code -35-