ORDINANCE 1406ORDINANCE NO. 1406
AN ORDINANCE AMENDING DEVELOPMENT AGREEMENT NO. 03 -01
BETWEEN ROSECRANS - SEPULVEDA 2, LLC, AND ROSECRANS-
SEPULVEDA 3, LLC, AND THE CITY OF EL SEGUNDO AFFECTING
THE PLAZA EL SEGUNDO DEVELOPMENT.
The City Council of the City of El Segundo does ordain as follows:
SECTION 1: The City Council finds and declares that:
A. On March 15, 2005, the City Council of the City of El Segundo approved
Environmental Assessment No. 631, General Plan Amendment (GPA No.
03 -4), Zone Change (ZC No. 03 -2) and Subdivision (SUB 03 -7, Vesting
Tentative Tract Map No. 061630), and Development Agreement No. 03-
01, to re- designate and re -zone an approximately 54.9 -acre property at
the northeast corner of Sepulveda Boulevard and Rosecrans Avenue. The
applicant is developing a 425,000 square foot shopping center, known as
Plaza El Segundo;
B. On June 21, 2007, the applicant filed an application for an amendment to
Development Agreement No. 03 -01;
C. The application from Rosecrans - Sepulveda Partners 2, LLC and
Rosecrans - Sepulveda Partners 3, LLC was reviewed by the City's
Planning and Building Safety Department for, in part, consistency with the
General Plan and conformity with the El Segundo Municipal Code
( "ESMC ");
D. 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);
E. The Planning Commission held a public hearing regarding the application
on June 28, 2007. Thereafter, the Planning Commission adopted
Resolution No. 2625, recommending that the City Council amend
Development Agreement No. 03 -01;
F. On July 17, 2007, the Council held a public hearing and considered the
information provided by the Planning Commission, City Staff, public
testimony, and representatives of the applicant Rosecrans - Sepulveda
Partners 2, LLC and Rosecrans - Sepulveda Partners 3, LLC; and
44386 \1289346v2 vs. 12893460 -1-
G. This Ordinance and its findings are made based upon the testimony and
evidence presented to the Council at its July 17, 2007, public hearing
including, without limitation, the staff report submitted by the Planning and
Building Safety Department.
SECTION 2: Environmental Assessment. Because of the findings set forth in Planning
Commission Resolution No. 2625, adopted June 28, 2007, and the facts set forth in the
administrative record including, without limitation, the staff report presented to the City
Council, the proposed amendment to Development Agreement No. 03 -01 is consistent
with the FEIR, entitled Sepulveda /Rosecrans Site Rezoning and Plaza El Segundo
Development Final Environmental Impact Report (State Clearinghouse No.
2003121037), certified by the City Council on March 15, 2005 and the Statement of
Overriding Considerations adopted in Section 5 of City Council Resolution No. 4415 on
March 1, 2005. None of the elements set forth in Public Resources Code § 21166 or
CEQA Guidelines § 15162 exist. Accordingly, the City need not prepare a subsequent
or supplemental Environmental Impact Report, Mitigated Negative Declaration, or
Addendum before the City Council adopts this Ordinance approving the First
Amendment to Development Agreement No. 03 -01. Nevertheless, the City Council
reaffirms and readopts the Statement of Overriding Considerations set forth in Exhibit
"A" to Resolution No. 4415 adopted by the City Council at a duly noticed public hearing
on March 15, 2005, which is incorporated by reference as if fully set forth in this
Ordinance.
SECTION 3: Amendments to the Development Agreement. Development Agreement
No. 03 -01 is amended as set forth in attached Exhibit 'A," which is incorporated into this
Ordinance by reference.
SECTION 4: 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 5: This Ordinance will remain effective until superseded by a subsequent
ordinance.
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
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 (31 st) day following
its passage and adoption.
44386 \1289346v2 vs. 1289346v1 -2-
PASSED, APPROVED AND ADOPTED tjais 7th day of August 2007.
McDowell
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. 1406 was duly introduced by said City Council at a regular meeting
held on the 17th day of July 2007, 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 7th day of August, 2007, and the same was
so passed and adopted by the following vote:
AYES: McDowell, Busch, Boulgarides, Fisher, Jacobson
NOES: None
ABSENT: None
ABSTAIN: None
ff- 01,awiff!IM�
• • -
PAPlanning &Building Safety \Projects \EA - 763 \Council Docs\ EA763 Plaza. ES .Ord.Amend.2007.08.7.Final.doc
44386 \1289346v2 vs. 1289346v1 -3-
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
r; J
. a
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF EL SEGUNDO AND
ROSECRANS- SEPULVEDA PARTNERS, 2, LLC AND
ROSECRANS - SEPULVEDA PARTNERS, 3, LLC
(AREA A)
THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY
ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT
CODE §65868.5
44386\ 1285096v 1 8/22/2007
TABLE OF CONTENTS
3 4 5 5 �+ s%
Page
1. Recitals ......................................................................................................... ..............................1
2. Revision to Section 4.1.6 ............................................................................. ..............................1
3. Remainder of Development Agreement to Remain in Full Force and Effect ............................1
DEFINITIONS............................................................................................. ............................... A -1
44386 \1285096v1 j 8/22/2007
7 1
�,.i F.y'r ✓ �. 3
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This First Amendment to Development Agreement ( "First Amendment ") is made and entered
into by and among the CITY OF EL SEGUNDO, a municipal corporation ( "City ") and
ROSECRANS - SEPULVEDA PARTNERS, 2, LLC, a Delaware limited liability company ( "RSP
2 ") and ROSECRANS - SEPULVEDA PARTNERS, 3, LLC, a Delaware limited liability
company ( "RSP 3 ") as of this 30th day of July, 2007. RSP 2 and RSP 3 are hereinafter referred
to collectively 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 First Amendment, City and Developer agree as follows:
1. Recitals. This First Amendment 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 RSP 2's and RSP 3's predecessor -in- interest, Rosecrans- Sepulveda
Partners, LLC ( "RSP "), and the City are parties to a Development Agreement dated March, 2005
(the "Development Agreement "), which Development Agreement was recorded on April 6, 2005
in the Official Records of Los Angeles County as Instrument No. 05 0797875.
1.2 Unless otherwise stated in this First Amendment, all capitalized terms
used in this First Amendment will carry the same definitions as those set forth in the
Development Agreement.
1.3 On November 10, 2005, RSP and RSP 2 executed an Assignment and
Assumption Agreement (the "RSP 2 Assignment ") whereby RSP conveyed to RSP 2, in
accordance with the provisions of Section 3 of the Development Agreement, approximately 4.7
acres of the Property. The RSP 2 Assignment was recorded on January 19, 2006 in the Official
Records of Los Angeles County as Instrument No. 06 0128517.
On November 10, 2005, RSP and RSP 3 executed an Assignment and Assumption
Agreement (the "RSP 3 Assignment ") whereby RSP conveyed to RSP 3, in accordance with the
provisions of Section 3 of the Development Agreement, approximately 37.3 acres of the
Property. The RSP 3 Assignment was recorded on January 19, 2006 in the Official Records of
Los Angeles County as Instrument No. 06 0128518.
1.5 As of June 19, 2007, City and Developer executed Operating
Memorandum No. 1 to the Development Agreement ( "Operating Memorandum No. I"), which
Operating Memorandum No. 1 was recorded on , _, 2007 in the Official Records of
Los Angeles County as Instrument No. 07 . For purposes of this First Amendment, the
term "Development Agreement" shall include Operating Memorandum No. 1.
1.6 The Development Agreement continues to cover the Property described in
Exhibit "A" attached hereto.
1.7 Section 4.1.6 of the Development Agreement currently prohibits health
clubs and fitness centers within the Project. Based on Developer's leasing experience since the
Project opened in November, 2006, one or more prospective tenants whose operations feature
44386 \1285096v3 1 8/22/2007
yoga exercise and whose space demands are less than 6,500 square feet, have expressed an
interest in leasing space in the Project. After careful consideration, Developer and City have
agreed that a use of that nature would not be inconsistent with the overall operation and quality
of the Project. City and Developer have therefore agreed to amend the Development Agreement
to permit one health club or fitness center to operate in the Project provided such use does not
exceed 6,500 square feet of floor area.
1.8 The City Council has determined that none of the elements set forth in
Public Resources Code Section 21166 or Section 15162 of the State CEQA Guidelines ( "CEQA
Guidelines ") exists and therefore has determined, in accordance with Public Resources Code
Section 21166 and Section 15162 of the CEQA Guidelines, that no subsequent or supplemental
Environmental Impact Report, Mitigated Negative Declaration or Addendum is required to be
prepared prior to adopting the Ordinance approving this First Amendment.
1.9 Section 15 of the Development Agreement provides for amendment of the
Development Agreement upon mutual consent of the parties and in accordance with the
procedures established by the Development Agreement Act. The City Council has found that
this First Amendment has been adopted in conformance with the procedures of the Development
Agreement Statute set forth in Government Code Section 65865, et seq.
1.10 On June 28, 2007, the Planning Commission held a duly noticed public
hearing on this First Amendment and, at the conclusion thereof, adopted Resolution No. 2625,
recommending to the City Council approval of this First Amendment.
1.11 On July 17, 2007, the City Council held a duly noticed public hearing on
this First Amendment and, at the conclusion thereof, introduced Ordinance No. 1406 and on
August 7, 2007, the City Council adopted Ordinance No. 1406 approving this First Amendment.
Ordinance No. 1406 became effective on September 6, 2007.
2. Revision to Section 4.1.6. Section 4.1.6 of the Development Agreement is hereby
amended in its entirety to read as follows:
"4.1.6 Health Clubs and Fitness Centers. No health club or fitness center
shall be permitted; provided, however, one (1) health club or fitness center shall
be permitted, provided such use does not exceed 6,500 square feet of leasable
floor area."
3. Remainder of Development Agreement to Remain in Full Force and Effect. Except as set
forth in this First Amendment, all terms and conditions of the Development Agreement shall
remain in full force and effect.
44386 \1285096v 1 2 8/22/2007
3 '45 5 D.
IN WITNESS WHEREOF, Developer and City Segundo have executed this First Amendment
on the date first above written.
ATTEST
*�Zw"M,
Cindy Mot-66n
City Clerk
APPROVED AS TO FORM:
By.
Mark D. Hensley, City Attorney
CITY:
CIT".
DEVELOPER:
ROSECRANS - SEPULVEDA PARTNERS, 2,
LLC, a Delaware limited liability company
By: CCA Sepulveda, LLC, a California
limited liability company
Its: Managin
By:
Name: ✓�i � L 20 SS t
Its: V L %'/Z 2r
By: 1✓
Name:
Its: V1 10",e s i dew
[SIGNATURES CONTINUED ON NEXT PAGE]
44386\ 1285096v I 3 8/22/2007
3 °mot 5 0. -
ROSECRANS - SEPULVEDA PARTNERS, 3,
LLC, a Delaware limited liability company
By: CCA Sepulveda, LLC, a California
limited liability company
Its: Managing Memb
By
Name:.2�t
Its:
By:
Name:
Its: y+ ; d4✓1T-
4438611285096v 1 4 8/22/2007
September 4, 2007
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
3455�..�s
On September 4, 2007, before me, Cathy Domann, Deputy City Clerk, personally
appeared Kelly McDowell, Mayor of the City of El Segundo, personally known
to me to be the person whose name is subscribed to on the within instrument,
and acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument the person, or entity upon behalf of
which the persons acted, executed the instrument.
Witness my hand and Official Seal
Cathy Do nn, Deputy City Clerk
1455?.
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
On �2iVv�r 2�a 2007 before me,u V� V C""" (here insert name_ of the
officer), Notary Public, personally appeared '?tenrt✓i 4 Eric. �!nAAf - ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s).Ware subscribed to the within instrument and acknowledged to me that
he4he /they executed the same in hisAker /their authorized capacity(ies), and that by hastier /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.
rA60JAYNE D. COMAN
LeCoffvrdsslon #' 1654518 Notary Public
Notary Public - California
Los Angeles County
My Caren. Mar 27, 2010
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
On , 2007 before me, (here insert name of the
officer), Notary Public, personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that
he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
44386\ 1285096v 1 5 8/22/2007
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
2007 before met (here insert name of the
officer), Notary Public, personally appeared t-2�l %►�
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(4 whose name(o'j isle subscribed to the within instrument and acknowledged to me that
he/she4hey executed the same in his /he"4heir authorized capacity(ies), and that by his/h
signature() on the instrument the person(s), or the entity upon behalf of which the person(A)
acted, executed the instrument.
WITNESS my hand and official seal.
jLJ Notary Public
COBIAN
.�
f7i
# Colltornla
es County
t„tar27, 2010
44386 \1285096v 1 6 8/22/2007
EXHIBIT "A"
PROPERTY DESCRIPTION
29.2 ACRE PROPERTY:
THOSE PORTIONS OF THE SOUTHWEST QUARTER OF SECTION 18 TOWNSHIP 3 SOUTH RANGE 14
WEST IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA.
BEGINNING AT A POINT IN THE EASTERLY LINE OF SEPULVEDA BOULEVARD, AS DESCRIBED IN
THE FINAL DECREE OF CONDEMNATION RECORDED IN BOOK 13174 AT PAGE 92, OFFICIAL
RECORDS OF SAID COUNTY, SAID POINT BEING 1040 FEET NORTHERLY, MEASURED ALONG SAID
EASTERLY LINE, FROM THE INTERSECTION OF SAID EASTERLY LINE WITH THE NORTHERLY LINE
OF LOT 4 OF TRACT NO. 1314, AS PER MAP RECORDED IN BOOK 20, PAGE 161 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID EASTERLY LINE AS
FOLLOWS: SOUTH 0 °O1' EAST A DISTANCE OF 70.16 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 3050.00 FEET; SOUTHERLY ALONG
SAID CURVE A DISTANCE OF 292.78 FEET; SOUTH 5 °29' WEST A DISTANCE OF 389.98 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2950.00
FEET; SOUTHERLY ALONG SAID CURVE A DISTANCE OF 283.18 FEET; AND SOUTH 0 °O1' EAST A
DISTANCE OF 3.90 FEET TO THE NORTHERLY LINE OF AFORESAID LOT 4 OF TRACT NO. 1314;
THENCE ALONG THE NORTHERLY LINE OF SAID LOT 4, SOUTH 60 °41' EAST A DISTANCE OF 5.74
FEET TO THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO THE PACIFIC
ELECTRIC LAND COMPANY, RECORDED IN BOOK 5839, PAGE 185 OF DEEDS, RECORDS OF SAID
COUNTY; THENCE ALONG THE NORTHERLY LINE OF SAID LAND SO DESCRIBED A PORTION OF
WHICH IS SHOWN ON A MAP FILED FOR RECORD WITH THE DEED RECORDED IN BOOK 6708 PAGE
304 OF SAID DEED RECORDS, SOUTH 70 04 P EAST, A DISTANCE OF 219.75 FEET TO THE BEGINNING
OF A CURVE CONCAVE TO THE NORTH AND HAVING A RADIUS OF 458.59 FEET; THENCE
EASTERLY ALONG SAID CURVE IN SAID NORTHERLY LINE A DISTANCE OF 475.29 FEET; THENCE
CONTINUING ALONG SAID NORTHERLY LINE OF SAID LAND SO DESCRIBED, NORTH 49 °56'05"
EAST A DISTANCE OF 1601.41 FEET TO AN INTERSECTION WITH A LINE WHICH IS PARALLEL WITH
THE SOUTH LINE OF SAID SOUTHWEST QUARTER AND PASSES THROUGH THE POINT OF
BEGINNING; THENCE NORTH 89 °59'30" WEST, A DISTANCE OF 1820.11 FEET TO THE POINT OF
BEGINNING.
EXCEPTING THEREFROM THAT PORTION OF SAID LAND DESCRIBED AND GRANTED IN THE DEED
FROM ALLIED CORPORATION, A NEW YORK CORPORATION TO CHEVRON U.S.A., INC., A
CALIFORNIA CORPORATION RECORDED OCTOBER 15, 1984, AS INSTRUMENT NO. 84- 1233577,
OFFICIAL RECORDS ATTACHED THERETO A RESOLUTION OF THE CITY OF EL SEGUNDO NO. 2030
DATED FEBRUARY 11, 1983, APPROVING SAID LOT LINE ADJUSTMENT.
8.1 ACRE PROPERTY:
THOSE PORTIONS OF THE SOUTHWEST QUARTER OF SECTION 18 TOWNSHIP 3 SOUTH RANGE 14
WEST IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA.
BEGINNING AT THE INTERSECTION OF THE NORTHWESTERLY LINE OF THE LAND DESCRIBED IN
DEED TO THE PACIFIC ELECTRIC LAND COMPANY RECORDED IN BOOK 5839, PAGE 185 OF DEEDS,
WITH A LINE PARALLEL WITH THE SOUTHERLY LINE OF THE SOUTHWEST QUARTER OF SAID
SECTION 18, WHICH PASSES THROUGH A POINT IN THE EASTERLY LINE OF SEPULVEDA
BOULEVARD, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION RECORDED IN BOOK
13174, PAGE 92, OFFICIAL RECORDS, SAID POINT BEING 1040 FEET NORTHERLY, MEASURED
ALONG SAID EASTERLY LINE FROM THE INTERSECTION OF SAID EASTERLY LINE WITH THE
44386 \1285096v1 Exhibit A 8/22/2007
Page 1
NORTHERLY LINE OF LOT 4 OF TRACT NO. 1314, AS PER MAP RECORDED IN BOOK 20, PAGE 161 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE ABOVE
MENTIONED NORTHWESTERLY LINE SOUTH 49 056'05" WEST A DISTANCE OF 1601.41 FEET TO THE
BEGINNING OF A TANGENT CURVE IN SAID NORTHWESTERLY LINE CONCAVE NORTHERLY AND
HAVING A RADIUS OF 458.59 FEET; THENCE WESTERLY ALONG SAID CURVE, A DISTANCE OF
347.79 FEET TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED RECORDED IN
BOOK 6706, PAGE 304, OF DEEDS; THENCE ALONG THE NORTHERLY LINE OF SAID LAST
MENTIONED LAND THE FOLLOWING COURSES AND DISTANCES; SOUTH 68 °48'25" EAST 98.98 FEET
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF
421.07 FEET; THENCE EASTERLY ALONG SAID CURVE 390.17 FEET; THENCE TANGENT TO SAID
CURVE AT ITS POINT OF ENDING NORTH 58 006'05" EAST 172.86 FEET; THENCE NORTH 49 °56'05"
EAST A DISTANCE OF 1388.71 FEET TO A POINT WHICH BEARS SOUTH 40 003'55" EAST FROM THE
POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, NORTH 40 °03'55" WEST 200 FEET
TO THE POINT OF BEGINNING.
4.7 ACRE PROPERTY
PARCEL 1, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, OF
PARCEL MAP NO. 17911, AS PER MAP FILED IN BOOK 269 PAGES 82 THROUGH 84, INCLUSIVE OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
44386 \1285096vl Exhibit A 8/22/2007
Page 2
DEFINITIONS
3455 a
Section
CEQAGuidelines ......................................................................................... ............................... 1.7
City............................................................................... ............................... ...................Introduction
Developer..................................................................... ............................... ...................Introduction
DevelopmentAgreement .............................................................................. ............................... 1.1
FirstAmendment ......................................................... ............................... ...................Introduction
OperatingMemorandum No. 1 ..................................................................... ............................... 1.5
RSP............................................................................................................... ............................... 1.1
RSP2 ........................................................................... ............................... ...................Introduction
RSP2 Assignment ........................................................................................ ............................... 1.3
RSP3 ........................................................................... ............................... ...................Introduction
RSP3 Assignment ........................................................................................ ............................... 1.4
Party /Parties ................................................................. ............................... ...................Introduction
44386\ 1285096v I Definitions 8/22/2007