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ORDINANCE 1373ORDINANCE NO. 1373 AN ORDINANCE REGARDING AN APPLICATION FROM MATTEL INC. APROVING DEVELOPMENT AGREEMENT NO. 01 -3 AND ZONE TEXT AMENDMENT NO. 03 -2, AMENDING SECTION 15 -5D -7F OF THE EL SEGUNDO MUNICIPAL CODE TO INCREASE THE DENSITY FOR PROPERTY AT 455 CONTINENTAL BOULEVARD IN THE CORPORATE OFFICE ZONE. The City Council of the City of El Segundo does ordain as follows: SECTION 1: The Council finds and declares that: A. On July 25, 2001, Mattel, Inc. filed an application for an Environmental Assessment to amend and extend a Development Agreement for property located at 455 Continental Boulevard. On June 20, 2003, Mattel, Inc. filed additional applications requesting to amend the General Plan designation, amend the Zoning Code, and to include 1955 E. Grand Avenue in the Development Agreement to allow an expanded corporate office and research development; B. The Mattel, Inc. application was reviewed by the City's Department of Community, Economic and Development Services for, in part, consistency with the General Plan and conformity with the El Segundo Municipal Code ( "ESMC "); C. 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); D. An Initial Study was prepared pursuant to the requirements of CEQA. The Initial Study demonstrated that the project could cause significant environmental impacts. Accordingly, a Draft Subsequent Environmental Impact Report ( "DEIR ") was prepared and circulated for public review and comment between September 25, 2003 and November 11, 2003; E. The Department of Community, Economic and Development Services completed its review and scheduled a public hearing regarding the application before the Planning Commission for November 13, 2003; F. On November 13, 2003 the Commission opened a public hearing to receive public testimony and other evidence regarding the application including, without limitation, information provided to the Commission by City staff and representatives of Mattel, Inc. and continued the public hearing to December 18, 2003; 1 G. On December 18, 2003, the Planning Commission held the continued public hearing and adopted Resolution No. 2556 recommending City Council approval of Environmental Assessment No.559, General Plan Amendment 03 -3, Zone Text Amendment No. 03 -2, and Development Agreement No. 01 -3; H. On February 3, 2004, the City Council held a public hearing to receive public testimony and other evidence regarding the application including, without limitation, information provided to the City Council by City staff, public testimony and Mattel, Inc and adopted Resolution No. 4361 approving Environmental Assessment No. 559 for Zone Text Amendment No. 03 -2 and Development Agreement No. 01 -3; The City Council considered the information provided by Mattel, Inc., City staff, and public testimony. This Ordinance, and its findings, are made based upon the testimony and evidence presented to the City Council at its February 3, 2004 hearing including, without limitation, the staff reports submitted by the Department of Community, Economic and Development Services. SECTION 2: Factual Findings. The Council finds that the following facts exist: A. The real property affected by this resolution includes two parcels located at 455 Continental Boulevard - a 3.5 acre irregular shaped area, and at 1955 East Grand Avenue - a 5 acre rectangular area; B. The subject properties have vehicular access from Continental Boulevard and East Grand Avenue; C. The 455 Continental site is currently occupied by private recreational facilities, and the 1955 East Grand Avenue site is currently occupied by a 55,000 square foot two -story office building and associated surface parking; D. The applicant proposes constructing 300,000 square of office and research & development space and a parking structure at 455 Continental, and 255,000 square feet of office and research & development space and a parking structure at 1955 East Grand Avenue. The applicant also proposes demolition of the 55,000 square foot office building at 1955 Grand Avenue. E. The subject property is located within the Corporate Office (C -O) Zone, which allows development with a Floor Area Ratio (FAR) of 0.8:1. The applications request that the FAR be increased to 1.96:1 for the 455 Continental Boulevard parcel. 2 F. An amendment to Section 15 -5D -7F of the ESMC is necessary for consistency with the General Plan. SECTION 3: Development Agreement Findings. The proposed project requests to amend the Grand Way Development Agreement, originally adopted in 1985 and amended in 1993. The proposed amendment would extend the term of the agreement until 2011 (eight years from date of adoption) and would include 1955 E. Grand Avenue as a part of the agreement. The project approved as part of the Development Agreement would be as generally described in Section 2 above. 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 (eight -year entitlement): 1. Development of a property that is currently vacant and unused. 2. Increasing and further stabilizing the City's tax base through the expansion of an existing business. 3. Increase in employment opportunities for the City's citizenry. 4. Increasing City revenues through the generation of taxes that outweigh the City cost of services. 5. Development of a project that will increase the use of the MTA Green Line. 6. Development of a project that is consistent with the elements of the General Plan. 7. Contribution of approximately $858,789 in police, fire, library, and traffic mitigation fees to offset the impacts of the project on public services. B. The project is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. The proposed use and development standards are similar and compatible with the existing uses and standards permitted in the CO zoning on the property except as provided in the Development Agreement. C. The project is in conformity with the public convenience, general welfare and good land use practice. The project would facilitate constructing public improvements. The project would also be designed to support and encourage public transportation uses and help solidify the CO Zone as a center for corporate headquarters contribute by enabling Mattel to consolidate some of their facilities onto their corporate headquarters campus. D. The project will not be detrimental to the health, safety and general welfare. The proposed project will not create any negative environmental 3 impacts, with the exception of construction and cumulative carbon monoxide air quality impacts. E. The project will not adversely affect the orderly development of property or the preservation of property values. The proposed Development Agreement Amendment and Extension will ensure that the project will be developed in an orderly fashion. All mitigation measures will be implemented at the time and place impacts occur. F. The project would also be designed to support and encourage public transportation uses and contribute to the continued diversification of the northeast quadrant of the City. G. The project will not be detrimental to the health, safety and general welfare. As established in the factual findings in this Ordinance, the proposed project will not create any negative environmental impacts, with the exception of construction and cumulative carbon monoxide air quality impacts. SECTION 4: Approvals. The City Council approves the following: A. ESMC § 15 -5D -7F is amended to read as follows: "Building Area: The total net floor area of all buildings shall not exceed the total net square footage of the property multiplied by 0.8 or an FAR 0.8:1. Additional FAR may be granted for properties east of Sepulveda Boulevard only, with approval of a transfer of development rights (TDR) plan. A maximum FAR of 1.96 is permitted for the property referred to as 455 Continental Boulevard (Assessor's Parcel Number 4138 - 007 -043), pursuant to Development Agreement No. 01 -3." B. The City Council renews, extends, and amends the Grand Way Development Agreement by and between the City of El Segundo and Mattel, Inc as set forth in attached Exhibit "A," which is incorporated into this ordinance by reference. C. Subject to the conditions listed on the attached Exhibit "B," which are incorporated into this Ordinance by reference, the City Council approves Zone Text Amendment No. 03 -2, and Development Agreement No. 01 -3. SECTION 5: If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the city council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end; the provisions of this Ordinance are severable. SECTION 6: The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of El Segundo's book of original D ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law. SECTION 7: This Ordinance will become effective on the thirty -first (31st) day following its passage and adoption. PASSED AND ADOPTED is 17th day of bruary, 004. Sandra Jaco , S yor Pro Tem, for Mike Gordo N} yor APPROVED AS TO FORM: Mark D. Hensley , City Attorney 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. 1373 was duly introduced by said City Council at a regular meeting held on the 3rd day of February 2004, 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 17th day of February, 2004, and the same was so passed and adopted by the following vote: AYES: Jacobs, Gaines, McDowell NOES: Wernick ABSENT: None ABSTAIN: None NoTIAAL PAYING: y } Gordon ,._... _ Cindy gdbrtesen, City Clerk PAPlanning & Building Safety \PROJECTS \551- 575 \EA -559 \Final Council approved documents \EA- 559.ord.final.doc City Council Ordinance No. 1373 EXHIBIT A RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of El Segundo City Hall - 350 Main Street El Segundo, California 90245 SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT By and Between THE CITY OF EL SEGUNDO a municipal corporation, and MATTEL, INC., a Delaware corporation THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.5 City Council Ordinance No. 1373 EXHIBIT A SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT ( "Agreement ") is made and entered into as of this _ day of , 2003, by and between MATTEL, INC., a Delaware corporation ( "Mattel "), and the CITY OF EL SEGUNDO, a municipal corporation organized and existing under the laws of the State of California ( "City "). RECITALS A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Government Code Sections 65864 et seq. (the "Development Agreement Statute "), which authorizes City to enter into binding development agreements with persons having legal or equitable interests in real property to establish certain development rights regarding the development of such property. B. On or before May 24, 1984, City, pursuant to the requirements of the California Environmental Quality Act (Public Resource Code Sections 21000 et seq.) ( "CEQA "), prepared an environmental impact report entitled "Environmental Assessment EA 032" (the "EIR ") for the proposed development on certain real property located in the City of El Segundo, County of Los Angeles, as more particularly described on Exhibit "A" and depicted on Exhibit "B" attached hereto (the "Original Property ") of a mixed use project containing approximately 740,000 square feet of commercial space consisting of a 300 -room hotel and two 14 -story office towers (the "Original Project "). The EIR provided the required analysis of the environmental effects which could be caused by the Original Project and set forth those mitigation measures which would eliminate or reduce to an acceptable level the adverse environmental impacts associated therewith. C. On June 14, 1984, after conducting a duly noticed public hearing and considering all appropriate documentation, City's Planning Commission, by Resolution No. 2096 (passed and approved by title on June 14, 1984 and adopted on September 26, 1985), certified the final EIR as complete, adequate and accurate and imposed certain mitigation measures as conditions of approval to City's issuance of building permits for the Original Project and the development of the Original Property. D. On March 14, 1985, after conducting a duly noticed public hearing and considering all appropriate documentation, City's Planning Commission, by Resolution No. 2098, approved Tentative Parcel Map No. 16854, conditionally permitting and subsequently resulting in the subdivision of the Original Property into three separate parcels designated as Parcels 1, 2 and 3 on Exhibit "B" attached hereto (and referred to herein as "Parcel 1," "Parcel 2" and "Parcel 3," respectively). City Council Ordinance No. 1373 EXHIBIT A E. On September 18, 1985, City and G & ElGrandway Venture, a California general partnership ( "Original Developer "), entered into that certain Development Agreement (the "Original Development Agreement) for the Original Project. which was recorded on October 18, 1985 in the Official Records of Los Angeles County as Instrument No. 85- 1229561. Concurrently with the execution of the Original Development Agreement, City and Original Developer entered into that certain Agreement Affecting Real Property ( "Agreement Affecting Real Property "). The City and Original Developer also entered onto that certain Subdivision Agreement dated September 18, 1985 and recorded on October 18, 1985 in the Official Records of Los Angeles County as Instrument No. 85- 1229563 in connection with the City's final approval of Parcel Map No. 16854. Concurrently with the execution of the Original Development Agreement, City and Original Developer entered into the following instruments setting forth certain restrictions and covenants governing the development and use of the Original Property: (i) that certain Declaration of Covenants, Conditions, Easements and Restrictions for the Grandway dated September 13, 1985 and recorded October 18, 1985 in the Official Records of Los Angeles County as Instrument No. 85- 1229559, as amended by that certain First Amendment of Declaration of Covenants, Conditions, Easements and Restrictions for the Grandway dated April 22, 1988 and recorded May 25, 1988, as Instrument No. 88- 835252, and as further, amended by that certain Second Amendment of Declaration of Covenants, Conditions, Easements and Restrictions dated November 5, 1990 and recorded November 6, 1990 as Instrument No. 90- 1870313 (as amended, the "CC &R's "); and (ii) that certain Easement Agreement and Declaration of Restrictions dated September 18, 1985 and recorded October 18, 1985 as Instrument No. 85- 1229562 (the "Easement Agreement "). F. Following the execution of the Original Development Agreement, Original Developer transferred its title to each of the parcels comprising the Original Property and transferred its rights to develop each parcel under the Original Development Agreement to each transferee. City consented to the transfer of the rights under the Original Development Agreement in a letter agreement between City and Original Developer dated April 2, 1986. G. Subsequently, the City issued to such owners building permits for the development of the hotel on Parcel 1 and the 14 -story office building and parking garage on Parcel 2 after payment of all appropriate fees. H. As of the date of this Agreement, the hotel, parking garage and office building have been constructed on Parcels 1 and 2, respectively, and certificates of occupancy have been issued for those parcels. Construction of the hotel, parking garage and office building on Parcels 1 and 2 is referred to herein as "Phase I ". Parcel 1 and Parcel 2 are collectively referred to herein as the "Phase I Property ". 1. In or about October 1989 Mattel acquired ownership of Parcel 2 from Sutter Hill - Grandway Partners. Mattel established and continues to operate its corporate headquarters in the building constructed on Parcel 2 during Phase I. J. In or about December, 1988, ESD Associates, a California limited partnership ( "ESD ") purchased Parcel 3 from a successor to Original Developer. In connection with ESD's purchase of the Property and the assignment of the rights, benefits and obligations with respect to -2- City Council Ordinance No. 1373 EXHIBIT A Parcel 3 under the Original Development Agreement and the other existing agreements with City relating to the development of Parcel 3, City executed and delivered to ESD an Estoppel Certificate dated December 7, 1988 ( "City's Certificate "). K. On July 24, 1990 and July 26, 1990, City issued to ESD building permits for the approximately 300,000 square foot, 14 -story office tower and the parking garage, respectively, to be built as Phase II of the Original Project (the "Phase II Original Project "). L. On September 7, 1993, the City, ESD and Mattel entered into that certain First Amended and Restated Development Agreement (the "First Amendment ").. As used herein; the term "Original Development Agreement" shall include the First Amendment. M. In 1993 Mattel acquired Parcel 3 from ESD. N. In or about February 1997 Mattel acquired ownership to real property located at 1955 East Grand Avenue in the City of El Segundo as more particularly described on Exhibit "C" attached hereto and depicted on Exhibit 'D" attached hereto (the "Grand Property "). Mattel desires to develop the Grand Property as set forth in more detail in Section 2 below as part of this Agreement. The Grand Property and Parcel 3 are referred to herein as the 'Phase II Property." Development of the Phase II Property as set forth in Section 2 below is referred to herein as the Phase II Project." O. On July 26, 2001, Mattel submitted to the City an application requesting an extension of the Original Development Agreement which according to its terms was set to expire on September 7, 2001. In June 2003, Mattel submitted to the City applications for a General Plan Amendment and a Zone Text Amendment, which are necessary for the development of the Grand Property as proposed. The City has also conducted an environmental study for the Phase II Project pursuant to the requirements of the California Environmental Quality Act ( "CEQA "). P. City finds the Phase II Project to be in the best interests of the City in that it will encourage the relocation of desirable office and technical service business, research and development, and employment and economic growth in the City. Q. City and Mattel now desire to enter into this Agreement to ensure that Mattel shall have the right to develop the Phase I1 Property in accordance with this Agreement and Environmental Assessment No. 559, General Plan Amendment No. 03 -3, and Zone Text Amendment No.03 -2 (collectively "Project Approvals "), thereby eliminating uncertainty in planning for and securing orderly development of the Phase 11 Property and assuring Mattel of its ability and right to develop the Phase II Property as set forth herein. The execution of this Agreement will also ensure a desirable and functional community environment, providing the infrastructure and public services for the development of the Phase II Property, and assure the attainment of the maximum effective utilization of resources within City at the least economic cost to its citizens and otherwise achieving the goals and purposes of the Development Agreement Statute NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties -3- City Council Ordinance No. 1373 EXHIBIT A agree that the Original Development Agreement is amended, superseded and restated as set forth herein and the parties agree as follows: AGREEMENT Section 1. General Provisions. 1.1 Effective Date. This Agreement shall become effective 30 days following the adoption of the ordinance approving this Agreement ( "Effective Date "). 1.2 Term. The term of this Agreement shall commence upon the Effective Date and Mattel shall have eight years following the Effective Date to obtain building permits, unless this Agreement is otherwise terminated, modified or extended by circumstances set forth in this Agreement or by mutual written agreement of the parties hereto after the satisfaction of all applicable public hearing and related procedural requirements. Once Mattel has obtained its building permits and Mattel has commenced construction of the Phase II Project, Mattel shall have the right to complete the construction activities allowed for under this Agreement until the later of (i) the expiration of the building permits (including any extension to the term of the building permits which City may grant, provided the Director of Community, Economic and Development Services receives notice of the application for extension), (ii) the expiration of the Term of this Agreement or, (iii) the Phase II Project is complete, unless sooner terminated as provided for herein. 1.3 Covenants Run With the Land. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns. All of the provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the Civil Code of the State of California. Each covenant to do or refrain from doing some act on the Property hereunder (a) is for the benefit of such Phase II Property and is a burden upon the Property, (b) runs with the Phase 11 Property, and (c) is binding upon each successive owner during its ownership of the Phase II Property or any portion thereof, and each person having any interest therein derived in any manner through any owner of the Phase II Property or any portion thereof, and shall benefit such party and the Phase II Property hereunder, and each other person succeeding to an interest in such Phase II Property. 1.4 Amendment of Agreement. This Agreement may be amended from time -to -time by mutual consent of the parties in accordance with the provisions of Government Code Sections 65867 and 65868. Section 2. General Development of the Property. 2.1 Development of the Phase II Property. Except as otherwise provided in this Agreement, Mattel shall develop on the Phase II Property the Phase II Project consisting of (i) a commercial structure containing up to a maximum of 300,000 square feet (which is a floor area ratio of 1.96:1) and a -4- City Council Ordinance No. 1373 EXHIBIT A height not to exceed fourteen (14) stories (200 feet) and a parking structure to be located on Parcel 3 of the Phase II Property and (ii) a parking structure and two commercial structures containing up to a combined maximum of 174,240 square feet (which is a floor area ratio of 0.8:1) of office space not to exceed four (4) stories to be located on the Grand Property (collectively, the "Improvements ") in accordance with the terms of this Agreement. The Improvements shall be similar to those depicted in the site plan and elevations attached hereto as Exhibit "E" (collectively, the "Site Plans ") (nothing herein, however, shall require the inclusion of the connector to the existing office tower on Parcel 2) and shall be compatible with the existing office tower located on Parcel 2 in terms of setbacks, firelanes, aesthetics (including but not limited to, external color scheme and landscaping treatment). In addition to the foregoing, the Property shall be developed in compliance with the applicable restrictions and covenants set forth in (i) the CC &R's; (ii) the Easement Agreement; (iii) that certain Declaration of Grant of Easements dated April 10, 1986 as Instrument No. 86- 465380, as amended by that certain First Amendment to Declaration of Grant of Easements dated December 28, 1987 and recorded on December 31, 1987 as Instrument No. 87- 2053517 (as amended, the "Grant of Easements "); (iv) that certain Declaration of Covenants, Conditions and Restrictions dated November 9, 1971 and recorded on December 8, 1971 as Instrument No. 3663; (v) that certain Declaration of Covenants and Conditions and Grant of Easements dated October 6, 1986 and recorded on October 6, 1986 as Instrument No. 86- 1341360; and (vi) the Agreement Affecting Real Property, as amended. To the extent the above covenants and restrictions are inconsistent with this Agreement or the Project Approvals, this Agreement and the Project Approvals shall be the controlling documents. 2.2 Use of the Property. The Phase II Property may be used for any purposes currently permitted under the existing General Plan and applicable Zoning Ordinances, including without limitation general office and technical services and research and development. City and Developer hereby agree that the uses described on Exhibit "F" shall constitute research and development use for purposes of this Agreement, the General Plan and Zoning Ordinances. Prior to the time that physical construction of the Phase II Project commences, that portion of the Phase II Property commonly known as Parcel 3 may continue to be used as a private recreational park. The Grand Property may also continue to be used by Mattel as meeting and exhibition space for marketing purposes. 2.3 Parking. Mattel shall construct on Parcel 3 of the Phase II Property a parking structure not to exceed eight (8) stories containing a sufficient number of parking spaces to maintain on the Property a ratio of two (2) parking spaces per 1,000 square feet of technical services /research and development space (with a ratio of 3.5 parking spaces per 1,000 square feet of general office space not related to the technical services /research and development uses). Such parking structure shall be constructed on a portion of the Property abutting the existing parking structure located on Parcel 2, as shown on the Site Plans. A certificate of occupancy for the improvements on Parcel 3 shall not be issued until such parking structure is completed. Mattel shall also construct a two level parking structure with approximately 894 parking spaces on the Grand Property, as shown on the Site Plans. Parking on the Grand Property shall be in conformance with El Segundo Municipal Code regulations. The parking structure must be completed before a certificate of occupancy will be issued by the City for the improvements on the Grand Property, 2.4 Changes in Phase II Project. Except as hereinafter set forth, no change, modification, revision or alteration may be made in the approved Phase II Project without review and approval by City or those agencies or commissions of City which were required to approve the Phase II Project in the first -5- City Council Ordinance No. 1373 EXHIBIT A instance. A change, modification, revision or alteration in the approved Phase II Project is not effective until the parties amend this Agreement to incorporate such. Minor modifications to the approved Phase II Project which are within the discretion of the Director of Community, Economic and Development Services shall be permitted and do not require an amendment to this Agreement if consented to both by Mattel and the Director of Community, Economic and Development Services. "Minor Modifications" shall mean any change which does not materially affect land use, density, traffic, floor area ratio, or intensity of use and which is within the power of the Director of Community, Economic and Development Services to make without Planning Commission review under City's then current rules, regulations and official policies. 2.5 Effect of Agreement on Land Use Regulations The rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use, the location of uses, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes and location of public improvements and other requirements applicable to development of the Property are those rules, regulations and official policies in force on the effective date of this Agreement However, to the extent any such rules, regulations or policies conflict with the provisions of this Agreement or the Project Approvals , this Agreements and the Project Approvals shall be the controlling documents. The applicable Building, Fire, Plumbing, Electrical and Mechanical codes shall be those in effect when applications for building permits are submitted. 2.5.1 The parties hereto agree that under Section 65866 of the Government Code, the rules, It is expressly understood and agreed that the terms, rules, regulations, and official policies are to be construed broadly and include any ordinance, resolution, rule, regulation, law, plan, policy, moratoria, initiative, referendum, or condition of approval which directly or indirectly affect any aspect of the development and design of the Improvements on the Property, including but not limited to any of the foregoing which would limit the timing of the construction of the Phase II Project, or place quotas on development occurring within a given period. In this regard, it is expressly understood that, unless amended or canceled as provided in this Agreement, this Agreement is enforceable by any party to it notwithstanding among other things, a change which has occurred since the Effective Date of this Agreement, in the applicable general or specific plan, zoning, or subdivision regulations adopted by City which alter or amend the rules, regulations or official policies governing permitted uses of the Phase II Property, density and intensity of use, the location of uses, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes, and other development standards. City hereby agrees that the land uses set forth in, and contemplated by, this Agreement are approved or will be approved pursuant to the terms of this Agreement, provided that Developer satisfactorily complies with all preliminary procedures, actions, payments and criteria generally required of developers by City for processing applications for developments. The parties agree to cooperate in processing and obtaining all necessary approvals and permits for the development of the Phase 1I Project and take such other actions as are necessary to carry out the intent of this Agreement. 2.5.2 This Agreement does not prevent City, in subsequent actions applicable to the Property, from applying new rules, regulations and official policies which do not conflict with those rules, regulations and official policies applicable to the Property as set forth in this Section. This Agreement also does not preclude the application to the development of the Property of 0 City Council Ordinance No. 1373 EXHIBIT A changes in rules, regulations, laws and official policies which are deemed necessary by City to serve health and safety interests of the public, as supported by appropriate findings, or which are specifically mandated and required by changes in state or federal statutes or regulations, as provided for in Government Code Section 65869.5 (collectively, the "Reserved Powers "). In the event any such changes prevent or preclude compliance with one or more provisions of this Agreement, City and Mattel shall take such action as may be required pursuant to Sections 2.4 and 6.5 of this Agreement. This Agreement does not prevent City from denying or conditionally approving any other development project not involving either the Phase II Project or the development of the Phase II Property, on the basis of existing or new rules, regulations and official policies 2.6 Subsequent CEQA Review. Any changes to the Phase II Project deemed to be "substantial changes" pursuant to Public Resources Code § 21166 shall require full compliance with the California Environmental Quality Act ( "CEQA ") as determined by City. Upon CEQA compliance any such change shall require Phase II Project approvals pursuant to the rules then in effect and amendment of this Agreement to reflect said change. If mitigation required pursuant to CEQA compliance requires modification to the development of the Improvements, said modification shall be governed by the provisions of Section 2.4. 2.7 Public Benefits, Fees and Other Exactions. Mattel shall pay all of the development fees for the Phase II Property as set forth in Exhibit G. These development fees are based upon the fees that the City currently has in effect and represent a credit to Mattel with respect to fees paid towards the development of Parcel 3 under the Original Development Agreement. The developer shall reimburse the City for all of the City's Attorneys fees and costs incurred with respect to work performed for the Phase II Project. The developer shall be provided with an invoice reflecting the total amount due which shall not contain any detailed billing information with respect to the work performed by the City's attorneys. 2.8 Reservations of Authority. Notwithstanding any other provision of this Agreement, Sections 2.5 and 2.7 herein shall not apply to the following matters relating to the development of the Phase II Property: 2.8.1 Plan check and building permit fees imposed by City to cover the estimated actual costs to City of processing applications for development approvals for the site, provided that such fees shall be consistent with plan check and building permit fees charged by the City on a City -wide basis. 2.8.2 Regulations governing construction standards and specifications including, without limitation, the Uniform Building Code, Uniform Plumbing Code, Uniform Mechanical Code, National Electric Code, Uniform Fire Code and Standard Specifications for Public Works Contracts. 2.8.3 It is acknowledged by the parties that other public agencies and entities not within the control of City may possess authority to regulate aspects of the development of the Phase II Project and the Phase II Property, including the imposition of conditions, exactions, -7- City Council Ordinance No. 1373 EXHIBIT A dedications and fees, and this Agreement does not limit the authority of such other public agencies and entities. 2.9 Sales and Use Tax. (a) In the event the contract price for any work on the Phase II Project is valued at five million dollars ($5,000,000) or more, Mattel 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 Phase II Project, when such purchases were made without sales or use tax due. Mattel shall indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, Mattel 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) Mattel further agrees that if Mattel retains contractors or subcontractors to perform a portion of work in the Phase II 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 Administrative Services of the City is authorized to relieve Mattel, and Mattel's contractors and subcontractors, from the requirements set forth in this Section 6.7 upon proof to the reasonable satisfaction of the Director of Administrative Services that Mattel 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 Section 3. Certificate of Completion. Morteaee Protection. Estonnel Certificate 3.1 Certificate of Completion 3.1.1 Upon written request by Mattel after completion of all construction and development of the Phase II Project in accordance with this Agreement and inspection of all Improvements by City and its determination that all are acceptable, the Director of Planning and Building and Safety of City shall furnish Mattel with a Certificate of Completion (the "Certificate of Completion "). The Certificate of Completion shall not be unreasonably withheld and shall be in a form as to permit it to be recorded in the office of the County Recorder of Los Angeles County. The Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction contemplated by this Agreement, and of full compliance with the terms of this Agreement. After issuance of the Certificate of Completion, any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Phase II Property or the Improvements shall be deemed to have satisfied its obligations under this Agreement. Such party shall nonetheless be bound by any covenants as are recorded and expressly made to survive the execution and delivery of the Certificate of Completion and any owner of the Phase II Property in fee shall be subject to the indemnification of City as required herein by Paragraph 7A during the term of that ownership interest. City Council Ordinance No. 1373 EXHIBIT A 3.1.2 A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Mattel to any holder of a mortgage, deed of trust or other security instrument (collectively, "Mortgage "), or any insurer of, a Mortgage securing money loaned to finance the Improvements, or any part thereof (such holder and such insurer are collectively referred to herein as "Mortgagee "), or as a notice of completion as referred to in the California Civil Code Section 3093, or with the requirements for a Certificate of Occupancy as defined in City's building code. 3.2 Mortgagee Protection; Certain Rights of Cure 3.2.1 Mortgagee Protection. No breach hereof shall render invalid, the lien of any Mortgage made in good faith and for value. A Mortgagee who acquires title to the Phase II Property, or any portion thereof, by foreclosure, trustee's sale, or by deed in lieu of foreclosure, shall have the right to assume the rights, benefits, and obligations of this Agreement if it executes an assumption agreement as provided for in Section 4.2.5 of this Agreement. 3.2.2 Mortgagee Not Obligate d. No Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of the Improvements, or to guarantee such construction or completion; provided, however, that a Mortgagee, unless assuming the obligations under this Agreement pursuant to an assumption agreement with City, shall not be entitled to devote the Phase II Property to any uses or to construct any improvements thereon other than those uses or improvements permitted under then applicable laws, rules, regulations and official policies. 3.2.3 Notice of Default to Mortgagee; Right of Mortgagee to Cure. If City receives notice from a Mortgagee requesting a copy of any notice of default (as defined in Section 6 below) given to Mattel hereunder and specifying the address for service thereof, then the City shall deliver to such Mortgagee, concurrently with service thereon to Mattel, any notice given to Mattel, with respect to any claim by City that Mattel has committed a default. Each Mortgagee shall have the same right (but not the obligation) as Mattel to cure or remedy, or to commence to cure or remedy, the default claimed in City's notice. If the default is of a nature which can only be remedied or cured by such Mortgagee upon obtaining possession, such Mortgagee shall, at its option, seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall thereafter remedy or cure the default within ninety (90) days after obtaining possession. If any such default, cannot, with diligence, be remedied or cured within such ninety (90) day periods, then such Mortgagee shall have such additional time as City shall determine in its sole discretion that may be reasonably necessary to remedy or cure such default if such Mortgagee commences cure during such ninety (90) day period, and thereafter diligently pursues completion of such cure to the extent possible. 3.3 Estoppel Certificate. Any party may, at any time, and from time -to -time, deliver written notice to the other party requesting such parry to certify in writing that, to the knowledge of the certifying party, (i) this Agreement is in full force and effect and a binding obligation of the parties, (ii) this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and amount of any such W City Council Ordinance No. 1373 EXHIBIT A defaults. A party receiving a request hereunder shall execute and return such certificate within fifteen (15) days following the receipt thereof. The Director of Community, Economic and Development Services of City shall have the right to execute any certificate requested by Mattel hereunder. City acknowledges that a certificate hereunder may be relied upon by transferees and any Mortgagee. Section 4. Transfers and Assignments. 4.1 Assignment. Mattel shall have the right, with the approval of City, which shall not be unreasonably withheld, to sell, transfer or assign the Phase II Property in whole or in part to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations, if any, arising under or from this Agreement and be made in strict compliance with the following conditions precedent; provided, however, any such assignment shall not relieve Mattel of its duties and obligations hereunder unless the consent of City is obtained to the assignment, sale or transfer and the assignee, buyer or transferee executes an assumption agreement satisfactory to City as hereinafter provided in this Agreement. Prior to any sale, transfer or assignment, City shall consent thereto. Mattel shall notify City in writing of such proposed sale, transfer or assignment and shall provide City with a form of agreement, reasonably acceptable to City, to be executed by the purchaser, transferee or assignee, providing that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations, if any, of Mattel under this Agreement. City shall be entitled to consider the purchaser's, transferee's or assignee's ability to complete the Phase II Project including the purchaser's, assignee's or transferee's financial capability. City's consent shall not be unreasonably withheld or delayed. City shall promptly review such documents and factors. Mattel shall be fully responsible for its obligations, if any, under this Agreement until City shall accept an executed assumption agreement from the purchaser, transferee or assignee. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by Mattel under this Agreement. The benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such assumption agreement is executed. 4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, Mattel shall continue to be obligated under this Agreement unless Mattel is given a release in writing by City, which release shall be provided by City, upon the full satisfaction by Mattel of all of the following conditions: 4.2.1 Mattel no longer has a legal or equitable interest in all or any part of the Phase II Property. 4.2.2 Mattel is not then in default under this Agreement. 4.2.3 Mattel has provided City with the notice and executed agreement required under 4A(2) above. Ao- City Council Ordinance No. 1373 EXHIBIT A 4.2.4 The Purchaser, transferee or assignee provides City with a fully executed assumption agreement, in a form satisfactory to City, by which it fully assumes all of the burdens and obligations, if any, of this Agreement as to the Phase II Property or portion of Phase II Property sold, transferred or assigned. 4.3 Authority for Consent. For purposes of this Section 4, whenever the approval, consent, release or action by the City is required or desired hereunder the City Manager or his or her designee shall have the full right and authority to take such action on behalf of the City.[Discuss with Mary] Section 5. Administration of Agreement. 5.1 Annual Review of Compliance. The City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith compliance by Mattel with the terms and conditions of this Agreement. Such periodic review shall be limited in scope to compliance with the terms and conditions of this Agreement pursuant to California Government Code Section 65865.1. Notice of such annual review shall include the statement that any review may result in amendment or termination of this Agreement. 5.2 The City shall provide the Mattel (60) days prior written notice of such periodic review. Such notice shall require Mattel to demonstrate good faith compliance with the terms and conditions of this Agreement and to provide such other information as may be reasonably requested by the City, as deemed to be required in order to ascertain compliance with this Agreement. Section 6. Default. Remedies and Termination. 6.1 Termination of Agreement for Default of Mattel. In addition to whatever other legal or equitable remedies it may have, City may terminate this Agreement for any failure of Mattel to perform any material duty or obligation of Mattel under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default "); provided, however, City may terminate this Agreement pursuant to this Section only after providing written notice to Mattel of default setting forth the nature of the default and the actions, if any, required by Mattel to cure such default and, where the default can be cured, Mattel has failed to take such actions and cure such default within 30 days after the effective date of such notice or, in the event that such default cannot be cured within such 30 -day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 30 -day period and to diligently proceed to complete such actions and cure such default. 6.2 Termination of Agreement for Default of City. As its sole remedies, Mattel may either seek specific performance of its rights hereunder or terminate this Agreement in the event of a default by City in the performance of a material duty or obligation of City under this Agreement or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default "); provided, however, Mattel may terminate this Agreement pursuant to this Section only after providing written notice to City of default setting forth the nature of the default and the action, if any, required by City to cure such default and, where the default can be cured, City has failed to take such actions and cure such default within 30 days after the effective date of such notice or, in the event that such default cannot be cured -11- City Council Ordinance No. 1373 EXHIBIT A within such 30 -day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 30 -day period and to diligently proceed to complete such actions and cure such default. 6.3 Excuse for Performance. Mattel's nonperformance shall not be excused because of a failure of a third person, unless such failure is by a person within the control of City or performance is otherwise excused under this Agreement. Adoption of a law or other governmental activity making performance by Mattel unprofitable or more difficult or more expensive does not excuse the performance of the obligation by Mattel, except that City may not adopt any rules, regulations or official policies applicable to the development of the Phase II Project which would be in conflict with this Agreement. 6.4 Termination By Mattel Not Based Upon Default. Mattel may terminate this Agreement at any time before breaking ground on the Phase II Project contemplated by this Agreement by giving City thirty (30) days prior written notice. 6.5 Enforced Delay: Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party of obligations hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lockouts, riots or other industrial disturbance, floods, earthquakes, the discovery and resolution of hazardous waste or contaminants or material geologic, hydrologic, archaeologic or paleontologic problems, fires, explosions or casualties, acts of God, acts of the public enemy, unusually severe weather, governmental action, governmental delay, restraint or inaction, enactment of state or federal statutes, regulations or ordinances, pending litigation, judicial decisions, initiatives, referenda, inability to obtain suitable equipment, materials or contractors, market conditions, or any other causes, whether of the kind specifically enumerated or otherwise which is not within the reasonable control of the party to be excused. An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of the commencement of the cause. Times of performance under this Agreement may also be extended by mutual written agreement of the City and Mattel. Section 7. Insurance and Liability. 7.1 Hold Harmless and Indemnity. Mattel agrees to and shall defend and hold City, its officers, agents, employees and representatives harmless from liability for damage or claims for damage, including attorneys' fees and litigation costs, for personal injury, including death, and claims for property damage which arise from the operations of the Mattel, or those of its contractors, subcontractors, agents, employees or other persons acting on its behalf and its officers, agents, employees and representatives, in connection with the development of the Phase II Project including, but not limited to, the study, design, engineering or construction of the Phase I1 Project, except for any liability arising out of the negligent or intentional acts or omissions of City or its employees, agents or independent contractors. 7.2 Insurance. Before commencing construction of the Phase II Project on the Property, Mattel shall obtain the insurance described in 7.2.1 and 7.2.2 herein which insurance shall be reasonably approved by the City Attorney as to form, amount and carrier. Mattel shall maintain its insurance during the construction of the Phase II Project. Proof of said insurance shall be provided to the City Attorney -12- City Council Ordinance No. 1373 EXHIBIT A prior to commencement of any construction hereunder. City shall receive 30 days prior written notice of cancellation of any insurance policy provided hereunder. 7.2.1 Compensation Insurance. Mattel shall maintain Worker's Compensation insurance for all persons employed by Mattel at the Phase II Property. All contracts entered into by Mattel with any contractor or subcontractor performing work at the Phase II Property shall require such contractor or subcontractor to provide Worker's Compensation insurance for their respective employees. 7.2.2 Public Liability and Property Damage Insurance. Mattel shall maintain public liability insurance in an amount not less than $1,000,000 for injuries (including death) to any one person and subject to the same limit for each person in an amount not less than $3,000,000 on account of any one occurrence; and property damage insurance in an amount of not less than $1,000,000 for damage to the property of each person on account of any one occurrence. Section 8. Legal Actions. 8.1 Third Party Litigation Concerning_ Agreement. Mattel, at its expense, including attorneys' fees, shall defend, indemnify, protect and hold harmless City, its agents, officers and employees, from any claim, action or proceedings against City, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement, the Project Approvals, the approval of any permit granted pursuant to this Agreement or the Project Approvals, or any other action taken by the City with respect to implementing this Agreement or the Project Approvals.. City shall promptly notify Mattel of any such claim, action or proceeding, and City shall cooperate in its defense. If City fails to promptly notify Mattel of any such claim, action or proceeding, or if City fails to cooperate in the defense, Mattel shall not thereafter be responsible to defend, protect, indemnify, or hold harmless City. 8.2 Reservation of Rights. With respect to Section 8.1 herein, City reserves the right to either (1) approve the attomey(s) which Mattel selects, hires or otherwise engages to defend hereunder, which approval shall not be unreasonably withheld; or (2) conduct its own defense; provided, however, that Mattel shall reimburse City forthwith for any and all reasonable expenses incurred for such defense, including attorneys' fees, upon billing (not including specific detailed attorney billing entries) and accounting therefor. If City elects to conduct its own defense at Mattel's expense, Mattel shall have a right of approval over counsel chosen by City. However, Mattel shall not unreasonably withhold that approval. 8.3 Attorneys' Fees. If either party brings an action or proceeding (including without limitation, any cross - complaint, counterclaim, or third -party claim) against the other party for breach of this Agreement or to enforce any provision of it, or otherwise arising out of this Agreement, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit, including but not limited to reasonable attorneys' fees. 8.4 Certain Obligations Not Recourse. Notwithstanding anything to the contrary herein contained, no elective or appointive board, commission, officer, agent or employee of the City, shall be personally liable upon any of the obligations of City. -13- City Council Ordinance No. 1373 EXHIBIT A 8.5 Survival. The provisions of this Section 8, inclusive, shall survive for a period of eight years following the termination of this Agreement. Section 9. General Provisions. 9.1 Notices, Approvals, Consents. Any notice, approval or consent required or permitted by this Agreement to be given or delivered to any party shall be in writing and deemed to have been received when personally delivered, upon telephonic confirmation of receipt following delivery by facsimile, one business day following delivery by overnight express or seventy-two (72) hours following deposit of the same and any United States Post Office, registered or certified, postage prepaid, addressed as follows: City: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: City Clerk With a copy to: Burke, Williams & Sorensen 611 W. Sixth Street, Suite 2500 Los Angeles, California 90017 Attn: Mark Hensley, Esq. Mattel: Mattel, Inc. 333 Continental Boulevard El Segundo, California 90245 Attention: Legal Department With a copy to: Allen Matkins Leck Gamble & Mallory LLP 515 S. Figueroa St. 7`h Floor Los Angeles, California 90071 Attn: Jerry B. Neuman 9.2 Exhibits. All exhibits attached hereto are incorporated by this reference as if fully set forth herein. 9.3 Terms. As used herein, the singular includes the plural; the masculine gender includes the feminine; "shall' is mandatory, "may" is permissive. 9.4 Venue. City and Mattel understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement. Any litigation concerning this Agreement shall take place in the Los Angeles County Superior Court. 9.5 Entire Agreement. This Agreement and the Project Approvals represent the complete, final, entire and exclusive expression of the agreement between the parties with respect to the subject matter hereof and supersede any and all other agreements, either oral or in writing with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations by any party -14- City Council Ordinance No. 1373 EXHIBIT A which are not embodied herein and that no other agreement, statement, or promise not contained or referenced in this Agreement shall be valid and binding. [SIGNATURES APPEAR ON FOLLOWING PAGE] -Is- City Council Ordinance No. 1373 EXHIBIT A IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day and year first above written. Attest: City Clerk (Seal) APPROVED AS TO FORM: City Attorney CITY: CITY OF EL SEGUNDO, a municipal corporation C Mayor MATTEL: MATTEL, INC., a Delaware corporation 16- Name: Title: City Council Ordinance No. 1373 EXHIBIT A STATE OF CALIFORNIA ) )ss. COUNTY OF LOS ANGELES ) On , 2004 before me, the undersigned, a Notary Public in and for the said State and County, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (This area for official notarial seal) STATE OF CALIFORNIA ) )ss. COUNTY OF LOS ANGELES ) On , 2004 before me, the undersigned, a Notary Public in and for the said State and County, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature 17- (This area for official notarial seal) City Council Ordinance No. 1373 EXHIBIT A STATE OF CALIFORNIA ) )ss. COUNTY OF LOS ANGELES ) On , 2004 before me, the undersigned, a Notary Public in and for the said State and County, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF LOS ANGELES On (This area for official notarial seal) )ss. 2004 before me, the undersigned, a Notary Public in and for the said State and County, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature -18- (This area for official notarial seal) City Council Ordinance No. 1373 EXHIBIT A LIST OF EXHIBITS EXHIBIT "A" LEGAL DESCRIPTION OF ORIGINAL PROPERTY EXHIBIT "B" DEPICTION OF ORIGINAL PROPERTY EXHIBIT "C" LEGAL DESCRIPTION OF GRAND PROPERTY EXHIBIT "D" DEPICTION OF GRAND PROPERTY EXHIBIT "E" SITE PLANS EXHIBIT "F" RESEARCH AND DEVELOPMENT USES EXHIBIT G DEVELOPMENT FEES _fig_ City Council Ordinance No. 1373 EXHIBIT A EXHIBIT "A" DESCRIPTION OF ORIGINAL PROPERTY Lots 1, 2 and 3 of Parcel Map 16854, in the City of El Segundo, County of Los Angeles, State of California, recorded on October 11, 1985 in Book 181, pages 52 and 53 of Parcel Maps in the Office of the County Recorder of Said County. City Council Ordinance .137 EXHIBIT EXHIBIT "B" DEPICTION OF oym«AL PROPERTY -!- �/§ § \\ !A - . \ _j § /) u = ball . w, ® a< . `' ' : § §� §•� | � �� J -!- City Council Ordinance No. 1373 EXHIBIT A EXHIBIT "C" LEGAL DESCRIPTION OF GRAND PROPERTY The real property referred to herein is all that certain real property located in the City of El Segundo, County of Los Angeles, State of California, described as follows: Parcel No. 1 in the City of El Segundo, County of Los Angeles, State of California, as shown upon Parcel Map No. 10335 filed in Book 94, Pages 96 and 97 of Parcel Maps, in the office of the County Recorder of said county. Excepting from said parcel all oil, gas and other hydrocarbons and other minerals, whether similar to those specified or not, within or that may be produced from said land, with no right or interest of any kind therein, express or implied, in the surface of said land but with the sole and exclusive right from time to time to drill and maintain wells and supporting works into or through said land below a depth of 500 feet and to produce, inject, store and remove from and through such wells or works, oil, gas and other substances of whatever nature including the right to perform any and all operations deemed necessary or convenient for the exercise of said right, as reserved by Standard Oil Company of California, a corporation, in deed recorded June 30, 1969, as Instrument No. 759 in Book D -4419, Page 266 of Official Records. City Council Ordinance No. 1373 EXHIBIT A EXHIBIT "D" DEPICTION OF GRAND AVENUE PROPERTY GRAND AVE. City Council Ordinance No. 1373 EXHIBIT A EXHIBIT "E" PROPOSED SITE PLAN W U 6 W% O W W W < W LL W f¢ 0 p = 0 V Y % .0 -80 O mF ¢ a 1 I I g US Q O < V W p 2 0 % 0 d ua N0 0. O 0 0 Oii 2O0 O S 000 0 O R 2 , 'XX % W 0WX< _ tl.11Y IVIM * 1 1 I p _ 1J L i m 1 LL IIilIlll� - °- �- i i nl ,l l nilililirilniillniii `11111 m: r � II r� Ljj��jj�j1jjji1jjjjjjjj v, 1 u i -------------------------------------------------- 4 I 6 ': City Council Ordinance No. 1373 EXHIBIT A EXHIBIT "F" RESEARCH AND DEVELOPMENT USES MATERIALS LABORATORY The Materials Laboratory develops new materials for Mattel product lines. The lab is also responsible for developing product colors and for maintaining Mattel's color library. RECORDING STUDIO The Recording Studio is responsible for the production of taped music, sound effects and dialogue used in toy products MODEL SHOP The Model Shop is responsible for developing models and product duplication masters for all proto -type toys. Models are made from rubber, aluminum and steel molds created on site. Mold creation requires woodworking, plaster casting, welding, machining, paint and epoxy resin operations. SPECIAL TOOLING Special Tooling (roto -cast) is responsible for the development of proto -type molds requiring copper and nickel plating. SAMPLES Samples is responsible for developing and constructing display presentations of new products for presentations, trade shows and toy fairs. In addition, this function is responsible for labeling, repairing and packaging all sample products for shipping. This group also coordinates internal distribution of product to design and development, marketing, sales and packaging staff. Samples utilizes woodworking, paint, and shipping/ receiving resources. CAMERA GRAPHICS Camera Graphics is responsible for the design, layout, paste -up and typesetting of Mattel's catalogues and brochures. This department utilizes photographic dark rooms, silk screening and digital typesetting processes. ULTRASONIC LAB The lab is responsible for testing and engineering of proto -type toys. Testing includes foils, inks, paint and artwork used in new products. In addition, the lab is responsible for the development of etched photo plates. City Council Ordinance No. 1373 EXHIBIT A EXHIBIT "F" QUALITY & SAFETY ENGINEERING Quality & Safety is responsible for testing new products for reliability and consumer safety. This function utilizes environmental test chambers and flame test processes. FACILITIES Facilities is responsible for building maintenance, custodial and material handling operations. Includes building shop, storage, shipping /receiving areas. DESIGN AND DEVELOPMENT OFFICES Offices and cubicles occupied by designers and others who support Design and Development functions. -2- 2. 3. 4. 5. City Council Ordinance No. 1373 EXHIBIT A EXHIBIT "G" DEVELOPMENT FEES Police Service Mitigation Fee $0.11 per gross floor area minus a prorated credit of $5,945 for fees paid as part of the Original Development Agreement Fire Service Mitigation Fee $0.14 per gross floor area Library Service Mitigation Fee $0.03 per gross floor area Traffic Mitigation Fee Per City Council Resolution No. 3969 adopted May 21, 1996, minus a prorated credit of $97,170 for fees paid as part of the Original Development Agreement Water Meter Installation Fees Per Title 14 of El Segundo Municipal Code PAPlanning & Building Safety \PROJECTS \551- 575 \EA -559 \Final Council approved documents \development Agreement.final.doc -3- CITY COUNCIL ORDINANCE NO. 1373 Exhibit B CONDITIONS OF APPROVAL In addition to all applicable provisions of the El Segundo Municipal Code ( "ESMC "), Mattel, Inc. agrees to comply with the following provisions as conditions for the City of El Segundo's approval of Zone Text Amendment No. 03 -2, and Development Agreement No. 01 -3. ( "Project Conditions "). Zoning Conditions 1. Before the City issues a building permit, the applicant must submit plans, which indicate that the project substantially complies with plans and conditions approved and on file with the Department of Community, Economic and Development Services. Any subsequent modification to the project as approved must be referred to the Director of Community, Economic and Development Services for a determination regarding the need for Planning Commission review of the proposed modification. 2. A Landscaping and Irrigation Plan will be submitted by the applicant to the Director of Community, Economic and Development Services, before issuance of any construction related permit. Any new landscaped areas will be provided with a permanent automatic watering or irrigation system and will be permanently maintained in a neat and clean manner. The applicant will incorporate provisions for the use of reclaimed water in the Landscaping and Irrigation Plan. The Plan will be reviewed and approved by the Director of Community, Economic and Development Services, and installed per the City approved plans by the applicant before the City issues a Certificate of Occupancy. 3. There may be a maximum of 300,000 square feet of new office and research space built on the Phase II parcel along with a maximum 8 story parking structure. There may be a maximum of 174,240 square feet of new office and research space built on the 1955 East Grand Avenue parcel along with a maximum 3 story parking structure as shown on the plans on file in the Community, Economic, and Development Services Department. Prior to any construction occurring on the 1955 East Grand Avenue parcel, the existing 55,000 square foot building will be completely demolished and removed from the site. 4. The applicant must record the Amended Development Agreement before the issuance of building for either Phase II or 1955 E. Grand Avenue parcels. 2 5. The applicant must provide reciprocal access agreements, subject to review and approval by the City Attorney, between Phase I, Phase II and 1955 E. Grand Avenue parcels. Such agreement shall be recorded before the issuance of a Certificate of Occupancy for a building for either Phase II or 1955 E. Grand Avenue parcels. Public Safety Conditions 5. Before building permits are issued, the applicant must submit a photometric light study to the Police Department for review and approval. 6. Addressing for the office buildings and parking structures must be a minimum of 6 to 24 inches high, visible from the street, of contrasting color to the background and illuminated during hours of darkness. 7. Bike racks must be located in a busy, well -lit location to provide optimum security for persons and property. 8. All landscaping must be low profile around perimeter fencing, windows, doors, and entryways taking special care to not limit visibility and to not provide climbing access. Floral or grass ground cover is recommended. Bushes should be trimmed to 1 to 2 feet in height and away from buildings. Dense bushes should not be clumped together, as this provides a hiding place for criminal activity. Trees should be trimmed up to 7 feet. Berms, especially those with landscaping on top are not recommended as they provide concealment to commit crimes. 9. Trash bins located outside of the buildings should be enclosed with wrought iron or steel tubular fencing. Dumpsters not enclosed with this type of fencing must be constructed in a way which fully encloses the dumpster. All enclosure gates must be locked and have a wall pack or light standard to provide security lighting directly over the dumpster. 10. Employee parking should not be located by shipping /receiving docks or dumpsters. 11. Permanently affixed ladders leading to a roof must be fully enclosed with sheet metal to a height of 10 feet. This covering must be locked against the ladder with a case - hardened hasp and secured with non - removable screws or bolts. Hinges on the cover will be provided with non - removable pins when using pin type hinges. If a padlock is used, it must have a hardened steel shackle, locking at both heel and toe, and a minimum 5 -pin tumbler operation with a non - removable key when in an unlocked position. 12. Loading docks must have wall packs installed directly over the roll -up doors. Roll -up doors should have two interior locking devices located on each side of 3 the door (padlocks or cane bolts can be used). The roll -up doors can have a one -inch by 5 -inch vision panel to view outside before opening the door. 13. Entry and exit for parking lots and structures should be limited to one for control and observation. A perimeter wall or fencing should fully enclose the first level of the parking structure to limit access. Elevators and stairs should be located on the perimeter of parking structures and be enclosed with glass to optimize visibility and security. Openness on two sides is acceptable, four sides would be preferable. 14.A lighting plan shall be reviewed and approved by the Police Department prior to issuance of any building permit. A transitional lighting plan within the parking structures must be submitted indicating a minimum maintained lighting level of two -foot candles on the surface. The lighting level is to be maintained throughout the parking structure, not just on drive aisles. To increase the general brightness of the parking structures, white staining concrete applied to ceilings, walls, and beam soffits is recommended. For areas outside of the parking structures, a minimum of one -foot candle of light on the ground surface must be provided around all sides of the building, throughout the driveways and surface parking areas during hours of darkness. Aisles, passageways and recesses related to and within all sides of the complex must be illuminated with a maintained minimum during hours of darkness. Lighting devices must be enclosed and protected by weather and vandal resistant covers. 15. If parking booths, security cameras, a signal booster, alarms or panic alarms are to be used, a detailed plan should be submitted to the Police Department for review and approval. 16. Double doors must have a secondary locking device, such as a cane or flush bolt in addition to a deadbolt. The inactive leaf of double door(s) must be equipped with metal flush bolts having a minimum embedment of 5/8 inch into the head and threshold of the door frame. 17. Perimeter walls must be a minimum height of six feet and of solid construction. Walls must limit climbing access (i.e. concrete walls must not have varied sections where decorative blocks allow for stepping over the wall or part of the wall consists of wrought iron). Wood, wrought iron or steel tubular perimeters must be six feet high and all horizontal members must be on the inside of the perimeter. Where wrought iron or steel tubular fencing is used, the horizontal members must run along the top and bottom portion of the fence. Building Safety Conditions 18. Before the City issues any permit for construction, the applicant will submit a Geotechnical Report to the Department of Community, Economic and Development Services for review and approval. rd 19. Before the City issues any permit for construction, the applicant will submit a Grading Plan to the Department of Community, Economic and Development Services for review and approval. 20. Before building permits are issued, plans must show conformance with the 2001 California Building, Mechanical, Electrical, Fire, Plumbing, and Energy Codes. 17. Before building permits are issued, plans will be reviewed for accessibility requirements per Chapter 11 of the 2001 California Building Code. 18. Before building permits are issued, a Storm Water Pollution Prevention Plan (SWPPP) plan must be submitted to the City for review and approval. Design Conditions 19.Before building permits are issued, easements shall be approved and recorded ensuring reciprocal vehicle and pedestrian access between all parcels in the total Grand Way and 1955 E. Grand Avenue projects. 20.The applicant will paint (or colorize) light standards, down drains, equipment enclosures, and similar devices, to coordinate with buildings and similar facilities in the surrounding area. All finishes will be non - reflective. 21. The applicant shall extend the existing TDM program for Phase I of the Grand Way project to the proposed project to increase the convenience and attractiveness of the other transportation alternatives among employees and visitors. The required TDM program shall include the following to achieve vehicle trip reduction goals: a. The applicant shall encourage employee ridership of the Metro Green Line through employee awareness programs and convenient access to schedules and routes. b. The applicant shall provide services, such as the currently provided carpool and vanpool matching through zip code information, reserved parking for employees who carpool or vanpool together, and a guaranteed free ride home should the employee need to work late or leave work early due to family emergency, to facilitate ridesharing. c. The applicant shall maintain a designated employee who provides Transportation Management services. The benefits of the rideshare program shall be communicated through the company intranet. The program shall communicate to new hires during their orientation and periodically through the company newsletter. 22. To address project - related traffic impacts at the Sepulveda Boulevard / Grand Avenue intersection, Mattel must contribute a fair share costs towards the design and construction of a double left -turn pocket for southbound Sepulveda Boulevard and the associated traffic signal street lighting 5 modifications. This work will require approval by Caltrans and Chevron Products Company (who have an oil pipeline easement in Sepulveda Boulevard. Such improvements must be installed before the issuance of a certificate of occupancy for either the Phase 11 or 1955 Grand Avenue buildings, whichever is completed first. 23.The applicant must re- stripe westbound Grand Avenue at Sepulveda Boulevard to convert the outside through lane to an optional shared through / right -turn lane before the approval of any final inspection or issuance of a Certificate of Occupancy either the Phase If or 1955 Grand Avenue buildings, whichever is completed first. 24. Implementation of the project includes modification of the Grand Avenue median to add a left -turn pocket into the project. The applicant must obtain an encroachment permit from the City before construction of this modification. The improvements must be constructed before the issuance of a Certificate of Occupancy for the 1955 East Grand Avenue building. 25.All construction equipment must be properly tuned and maintained in accordance with manufacturer's specifications. 26. General contractors must maintain and operate construction equipment so as to minimize exhaust emissions. During construction, trucks and vehicles in loading and unloading queues shall be kept with their engines off, when not in use, to reduce vehicle emissions. Construction emissions shall be phased and scheduled to avoid emissions peaks and discontinued during second — stage smog alerts. Fire Department Conditions 27. Before beginning construction, the applicant will obtain a Fire Lane Permit. Fire lanes must be a minimum of 15 feet from the proposed buildings and a maximum of 35 feet from the buildings. The required fire lane turning radius is 40 feet on the inside radius and 60 feet on the outside radius. 28. Before beginning construction, the applicant will obtain a Fire Main Permit. 29. Before the City issues a building permit, the applicant will submit a Fire /Life Safety Plan to the Fire Chief, for review and approval. The Phase II building must comply with the fire /life safety requirements of the California Fire Code, Article 37, Mid -Rise Buildings, as adopted by the City Fire Department. 30. Before the City issues any construction related permits, the applicant will verify the location and adequacy of fire hydrants, and must provide Knox Box access equipment (padlock or key switch) at access gates to the parking structures. C. 31.The applicant must obtain the appropriate permits from the South Coast Air Quality Management District (SCAQMD) and the Department of Community, Economic and Development Services for the installation of any paint spray booths in either the Phase II or 1955 East Grand Avenue buildings. 32. The applicant must provide provisions for gas detection and mitigation due to the previous Gough Fee gas storage activities in the surrounding area. 33.The applicant must obtain the appropriate industrial waste treatment permits from the Los Angeles County Sanitation District for any plating operations in either the Phase II or 1955 East Grand Avenue buildings. 34. The applicant must comply with CalOSHA requirements for employee hearing protection during construction of the project. Service Fees 35. Before building permits are issued for each building, the applicant will pay the required sewer connection fees (as outlined in Title 12 -3 of the Municipal Code) if the development requires any new sewer connection. Miscellaneous Conditions 36. Before the issuance of a building permit for either the Phase II or 1955 East Grand Avenue building, the applicant must provide Los Angeles County Congestion Management Plan (CMP) Debit/Credit Calculations, and a Phasing Plan for CMP related improvements, to the Director of Community, Economic, and Development Services for reasonable review and approval. Such calculations will not be required if the CMP no longer requires the City to maintain a positive credit balance at the time of issuance of a building permit or Certificate of Occupancy for the either the Phase II or 1955 East Grand Avenue Building. If required, the calculations shall include only programs, which meet all the minimum criteria (e.g., density) contained in the CMP. Before the issuance of a Certificate of Occupancy for the building, the applicant shall provide evidence to the Director of Community, Economic, and Development Services that the proposed project CMP debits /credits related improvements were implemented and balanced on the project site in accordance with the approved phasing plan. As may be applicable, the City will give credit for CMP related improvements towards the applicant's traffic mitigation impact fee, as appropriate. 37.The applicant, Mattel, Inc. must acknowledge receipt and acceptance of the Project Conditions by executing the acknowledgement below. 38.The applicant, Mattel, Inc. 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 Zone Text Amendment No. 03 -2 and Development Agreement No. 01 -3. VA 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 Zone Text Amendment No. 03 -2 and Development Agreement No. 01 -3, Mattel, Inc. 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. By signing this document, Mattel, Inc. certifies that it has read, understood, and agrees to the Project Conditions listed in this document. Mark Wing, Mattel, Inc. R)Ranning & Building Safety\PROJECTS1551- 5751EA- 5591Final Council approved documenWEA- 559.ord.final.doc N