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ORDINANCE 1417ORDINANCE NO. 1417 AN ORDINANCE REGARDING AN APPLICATION FROM ROSECRANS- SEPULVEDA PARTNERS 2, LLC, AND PES PARTNERS, LLC APPROVING DEVELOPMENT AGREEMENT NO. 07- 03 (SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. 03- 01) AND ZONE TEXT AMENDMENT NO. 08 -01 AMENDING SECTIONS 15 -5G -2, 15- 5G -6(D), AND 15 -15G -9 OF THE EL SEGUNDO MUNICIPAL CODE, FOR 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 1, 2005, the City Council adopted Resolution No. 4415 approving Environmental Assessment No. 631 (certified EIR) with respect to General Plan Amendment Nos. 03 -4 and 03 -5 for the Sepulveda /Rosecrans Site Rezoning Reduced Traffic Generation Alternative and the Plaza El Segundo Development Reduced Traffic Generation Alternative Development; introduced Ordinance No. 1382 for Zone Change Nos. 03 -2 and 03 -3, and ZTA 04 -1; and approved GPA Nos. 03 -4 and 03 -5 to re- designate and re -zone an approximately 54.9 -acre property at the northeast corner of Sepulveda Boulevard and Rosecrans Avenue to allow retail uses that includes the development of a 425,000 square -foot shopping center to be known as Plaza El Segundo; B. On March 15, 2005, the City Council of the City of El Segundo ( "City Council ") adopted Ordinance No. 1382 for Zone Change Nos. 03 -2 and 03 -3, Zone Text Amendment No. 04 -1, and Subdivision No. 03 -7 for the Sepulveda /Rosecrans Site Rezoning Reduced Traffic Generation Alternative and Plaza El Segundo Development Reduced Traffic Generation Alternative, and Development Agreement No. 03 -1 for the Plaza El Segundo Development Reduced Traffic Generation Alternative; C. On August 7, 2007, the City of El Segundo adopted Ordinance No. 1406, which amended Development Agreement No. 03 -01; D. On July 25, 2007, Rosecrans - Sepulveda Partners 2, LLC, and PES Partners, LLC, filed an application for an Environmental Assessment No. EA -768) and Development Agreement No. 07 -03 (Second Amendment to Development Agreement No. 03 -01) to develop an approximately 70,000 square -foot commercial retail project on an 8.133 -acre property at the northeast corner of Sepulveda Boulevard and Rosecrans Avenue that includes 46,171 square feet of previously approved commercial retail development on a 4.7 gross acre parcel. On January 10, 2008, Rosecrans - Sepulveda Partners 2, LLC, and PES Partners, LLC, filed an additional application requesting a Zone Text Amendment (ZTA No. 08- 01) relating to development standards in the Commercial Center (C -4) Zone for permitted uses, setbacks, and signs. If these matters are approved, the applicant proposes to add approximately 23,829 net square feet to the previously approved development of a 425,000 square foot shopping center, known as Plaza EI Segundo; E. The applications from Rosecrans- Sepulveda Partners 2, LLC, and PES Partners, LLC, were 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 "); F. In addition, the City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA "), the regulations promulgated thereunder (14 Cal. Code of Regulations § §15000, et seq., the "CEQA Guidelines "), and the City's Environmental Guidelines (City Council Resolution No. 3805, adopted March 16, 1993); G. An Addendum to the certified Final Program /Project Environmental Impact Report ( "EIR ") for the Original Project was prepared since some changes and additions to the previously certified EIR are necessary but none of the conditions require a subsequent EIR; H. The Planning and Building Safety Department completed its review and scheduled a public hearing regarding the application before the Planning Commission for January 24, 2008; On January 24, 2008, the Commission opened a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City Staff, public testimony, and representatives of Rosecrans - Sepulveda Partners 2, LLC, and PES Partners, LLC; J. On January 24, 2008, the Planning Commission adopted Resolution No. 2630 recommending City Council approval of Environmental Assessment No. 768, Development Agreement No. 07 -03 (Second Amendment to Development Agreement No. 03 -01), and Zone Text Amendment No. 08- 01; K. On February 19, 2008 the City Council held a public hearing and considered the information provided by City staff, public testimony and Rosecrans - Sepulveda Partners 2, LLC, and PES Partners, LLC; L. On February 19, 2008 the City Council introduced Ordinance No. 1417 approving Development Agreement No. 07 -03 (Second Amendment to -2- Development Agreement No. 03 -01) and Zone Text Amendment No. 08- 01 for the Plaza El Segundo Development (Reduced Traffic Generation Alternative); M. This Ordinance and its findings are made based upon the testimony and evidence presented to the City Council at its February 19 2008 public hearing including, without limitation, the staff report submitted by the Planning and Building Safety Department. SECTION 2: Factual Findings. The City Council finds that the following facts exist: A. The approximately 8.13 -acre, irregularly shaped, subject property is located in the southern portion of the City of El Segundo. The site is comprised of 2 separate parcels of 3.41 acres and 4.72 acres that would be merged into one parcel. The entire subject property is roughly bounded by the Union Pacific Railroad to the north, the General Chemical and Air Products properties to the east, Rosecrans Avenue to the south, and Sepulveda Boulevard to the west. B. The majority of the site was historically devoted to industrial chemical manufacturing facilities. Honeywell International, Inc. and General Chemical had operational facilities on the site until 2003. At that time the facilities were closed and demolished for resale and reuse. Remediation activities for on -site soil contamination has also commenced on the Honeywell International property. C. The 8.13 -acre project site ( "Plaza El Segundo Project Site Phase 1 B ") has a Commercial Center land use designation and the zoning designation is the Commercial Center (C -4) Zone. The FAR for the Commercial Center land use designation is 0.275:1 and would permit up to 97,030 square feet of commercial shopping center development. The proposed project includes approximately 70,000 square feet of commercial shopping center development. D. Additional environmental evaluation has been conducted in an Addendum to the previously certified EIR for the proposed approximately 70,000 square -foot shopping center on the 8.13 acre project site that includes the additional 3.4 acres from the Rosecrans /Sepulveda Site Rezoning being added to the Plaza El Segundo development project. E. The proposed Plaza El Segundo Project Site Phase 113 would be constructed on approximately 8.13 gross acres within the Sepulveda /Rosecrans Site Rezoning and would implement the new C -4 zoning on that portion of the site. The proposed Plaza El Segundo Project Site Phase 1 B would be located south of the Union Pacific Railroad tracks at the northeast corner of Sepulveda Boulevard and Rosecrans Avenue. -3- F. The proposed Plaza El Segundo Project Site Phase 1B is a shopping center of approximately 70,000 square feet. It would include the addition of 23,829 square feet to the Plaza El Segundo project which is a 425,000 square -foot shopping center for a total of 448,829 square feet. The Plaza El Segundo Project Site Phase 1B shopping center would contain retail and other commercial uses which could include specialty retail, home furnishings, electronics, a spa, health /skin care services, apparel and accessories, sales of automobiles and as an accessory use to the sale of automobiles the sale of automobile accessories and parts, and a variety of sit -down restaurants, and limited fast food restaurants excluding drive through restaurants. G. The proposed shopping center in Plaza El Segundo Project Site Phase 1 B would consist of several one- and two -story buildings with a maximum height of 65 feet. All development within the proposed Plaza El Segundo would conform to the C-4 development standards. H. The proposed FAR for this development would be 0.20:1 based on approximately 70,000 gross square feet of development on 8.13 net acres. Primary ingress and egress to the proposed addition to the Plaza El Segundo development would be provided from Sepulveda Boulevard via a driveway approximately 660 feet north of the intersection of Sepulveda Boulevard and Rosecrans Avenue and via a driveway approximately 370 feet east of the intersection of Sepulveda Boulevard and Rosecrans Avenue. An approximately 150 to 200 -foot deceleration lane will be provided for the Sepulveda Boulevard driveway. An approximately 94 -foot deceleration lane will be provided for the Rosecrans Avenue driveway. J. The addition to the Plaza El Segundo development is proposed to be constructed as one phase. Construction is expected to commence in mid 2008 and to be completed in 2009. K. An underground stormwater system would be constructed within the proposed 8.13 -acre site to detain storm water runoff that would connect to the on -site detention basin in the northeast corner of the site. The proposed Plaza El Segundo Project Site Phase 1 B would connect into the existing water and sewer lines. L. Parking for the proposed 8.13 acre portion of the Plaza El Segundo development is proposed to be located in surface parking lots that will surround the proposed shopping center buildings. Based on a total of 51,670 net square feet of commercial /retail space and 17,000 net square feet of restaurant floor area, 388 parking spaces are required. The 0 developer proposes to provide 394 parking spaces, which exceeds the City's parking requirements. M. An amendment to the previously approved Development Agreement for the Plaza El Segundo Project Site Phase 1 B includes modifications to the project site boundary, an increase in the allowable building square footage for the Plaza El Segundo Project by 23,829 square feet; subject to the City' Council's approval of an amendment to ESMC 15 -5G -2, to allow health and /or skin care services; an amendment to Section 4.1 of the Development Agreement to permit the sale of automobiles, and as an accessory use to the sale of automobiles, the sale of automobile accessories and automobile parts in Plaza El Segundo Project Site Phase 1B, provided such use does not exceed 5,000 square feet of leaseable floor area and provided that automobile repair and maintenance uses shall not be permitted; subject to the City Council's approval of an amendment to ESMC § 15 -5G -9, to allow on -site light emitting diode ( "LED ") signs; a fencing and landscaping screening requirement along the eastern boundary of Phase 1B; a $25,000 contribution to the Downtown Signage Program; an irrevocable offer to dedicate land within the C-4 Zone for the extension of the Park Place right -of -way; and conditional funding of up to $2,418,000 for the City's acquisition of the Honeywell, Chevron and Union Pacific Railroad Park Place roadway segments for the extension of Park Place in connection with the development of Area B; conditions and requirements for the use of Park Place Extension funds for the construction of Park Place; and an amendment to Section 5.7 of the Development Agreement to provide that the term of the Development Agreement is for a period of 11 years from the date Ordinance No. 1382 became effective (April 16, 2005). SECTION 3: Zone Text Amendment Findings. Based on the factual findings of this Ordinance, the proposed Zone Text Amendment is necessary to amend the Commercial Center (C-4) development standards relating to permitted uses, setbacks and signs. Specifically, the Zone Text Amendment amends ESMC § 15 -5G -2 relating to permitted uses to allow health /skin care services; amends ESMC § 15- 5G -6(D) to exclude environmental mitigation structures that are required by other regulatory agencies, including but not limited to the Los Angeles Regional Water Quality Control Board and the Department of Toxic Substance Control, from setback requirements; and amends ESMC § 15 -5G -9 to permit light emitting diode ( "LED ") on site advertising and display signs. SECTION 4: Development Agreement Findings. The project approved as part of the Development Agreement, as amended, 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: -5- A. The project is consistent with the objectives, policies, general land uses, and programs specified in the general plan and any applicable specific plan. 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 underutilized. 2. Increasing and further stabilizing the City's tax base through development of new commercial businesses. 3. Increase in employment opportunities for the City's residents. 4. Increasing the diversity of retail uses and services in the City. 5. Increasing City revenues through the generation of taxes that outweigh the City cost of services. 6. Development of a project that is consistent with the Elements of the General Plan. 7. The project would reduce the maximum permitted floor area ratio on the property from 0.6:1 to 0.275:1. 8. Improvements to roadways and intersections in the project vicinity. 9. Expansion of the planned ITS network to make it even more effective in relieving congestion. 10. Contribution of approximately $20,045 in police, fire, and library, mitigation fees to offset the impacts of the project on public services. 11. Contribution of approximately $407,675 in traffic impact mitigation fees to offset the impacts of the project on public roadway infrastructure. 12. Contribution of $25,000 for signage to enhance and promote businesses in the Downtown Specific Plan Area of El Segundo. 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. These uses and development standards are similar and compatible with the other commercially zoned districts in the City. C. The project is in conformity with the public convenience, general welfare and good land use practice. The proposed project permits a lower floor area ratio than allowed under the prior M -2 zoning (0.275:1 vs. 0.6:1). The project will facilitate constructing public roadways, through an irrevocable offer to dedicate land for public roadway purposes. The project will also be designed to support and encourage public transportation uses and contribute to the continued diversification of the southeast quadrant of the City by providing a broad range of commercial uses. D. The project will not be detrimental to the health, safety and general welfare. The project will not create any negative environmental impacts, 0 with the exception of traffic, operational and temporary construction related air quality, and temporary construction - related noise impacts, and cumulative solid waste and traffic impacts. The City Council has determined there are overriding considerations, which outweigh the identified unavoidable environmental consequences of the project. E. The project will not adversely affect the orderly development of property or the preservation of property values. The Commercial Center (C -4) Zone development standards and Development Agreement, as amended, 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 southeast quadrant of the City. SECTION 5: Approvals. The City Council approves the following: A. The City Council adopts Development Agreement No. 07 -03 (the Second Amendment to Development Agreement No. 03 -01) by and between the City of El Segundo, and Rosecrans - Sepulveda Partners 2, LLC, and PES Partners, LLC, as set forth in attached Exhibit "A," which is incorporated into this Ordinance by reference. H.B. The City Council amends ESMC § 15 -5G -2 to read as follows: "15 -5G -2: PERMITTED USES: The following uses are permitted in the C -4 Zone: A. Fitness centers (indoors only). B. General offices not exceeding five thousand (5,000) square feet. C. Health /skin care services that are limited to non - invasive and /or minimally invasive cosmetic medical procedures that may be rendered by licensed health care professionals provided that such use does not exceed 3,000 square feet in floor area and at least twenty percent (20 %) of the floor area is devoted to the sale of retail products. E.D. Pet supplies and services including veterinary services. F. E. Restaurants and cafes. -7- F. Retail sales uses (excluding off -site alcohol sales). G. Other similar uses approved by the Director of Planning and Building Safety, as provided by Chapter 22 of this Title." C. The City Council amends ESMC § 15- 5G -6(D) to read as follows: D. "D. Setbacks: The setback requirements shall not be applicable to environmental treatment facilities that are determined by a regulatory agency to be necessary to mitigate the presence of hazardous substances that are present in the soils on the parcel of property on which a treatment facility is located. However, the environmental treatment facility must otherwise comply with the City's traffic safety and building code requirements. 1. Front Yard: Twenty five feet (26) minimum. 2. Side Yard: Zero (0') minimum, unless one of the following conditions exists: a. If the side yard adjoins a dedicated street, at least twenty five feet (25') must be provided; and b. If the side yard abuts property with a different classification, the side yard setback is the average of the two (2) side yard setbacks, but not less than ten feet (10'). 3. Rear Yard: Fifteen feet (16) minimum unless one of the following conditions exists: a. If the rear yard adjoins an alley, dedicated street, public right -of -way, or if the primary access is through the rear yard, at least twenty five feet (25) must be provided; b. If the rear yard adjoins a railroad right -of -way, at least ten feet (10') must be provided; and, C. If the rear yard abuts property with a different classification, the rear yard setback is the -8- Other Zone O, I C-4 Zon C -4 M i Zone 01 s Min. f N average of the two (2) side yard setbacks, but not less than ten feet (10')." C -4 Zone r� e Other Zone ' 10'.� Min D. The City Council amends ESMC § 15 -5G -9 in its entirety to read as follows: "15 -5G -9: SIGNS: Signs in the C -4 Zone must comply with requirements of Chapter 18 of this Title. However. parcels that are comprised of a minimum of 7.5 acres and that have at least eighty percent of the floor area devoted to retail and restaurant uses may have up to two light emitting diode signs ( "LED Sign ") that do not exceed thirty (30) feet in height and sixty (60) feet in width so long as (i) the signs only advertise businesses and products (but only in conjunction with the name of the business that sells the product) that are located on the parcel or display movie proiections and abstract videos that are not related to advertising any product, or entertainment, retail or service use and (ii) the sign is oriented such that it is intended to be viewed by individuals located on the parcel and not by individuals located in a public right of way. Pursuant to a development agreement that covers multiple parcels of property, and so long as the requirements of this provision are otherwise met, the names of businesses and products (but only in coniunction with the name of the business that sells the product) that are located on parcels that are subiect to the development agreement may be advertised on a LED Sian located on another parcel that is subiect to the same development agreement." I Alley or Street N o C -4 Zone Min. i - .Jt - Front - - D. The City Council amends ESMC § 15 -5G -9 in its entirety to read as follows: "15 -5G -9: SIGNS: Signs in the C -4 Zone must comply with requirements of Chapter 18 of this Title. However. parcels that are comprised of a minimum of 7.5 acres and that have at least eighty percent of the floor area devoted to retail and restaurant uses may have up to two light emitting diode signs ( "LED Sign ") that do not exceed thirty (30) feet in height and sixty (60) feet in width so long as (i) the signs only advertise businesses and products (but only in conjunction with the name of the business that sells the product) that are located on the parcel or display movie proiections and abstract videos that are not related to advertising any product, or entertainment, retail or service use and (ii) the sign is oriented such that it is intended to be viewed by individuals located on the parcel and not by individuals located in a public right of way. Pursuant to a development agreement that covers multiple parcels of property, and so long as the requirements of this provision are otherwise met, the names of businesses and products (but only in coniunction with the name of the business that sells the product) that are located on parcels that are subiect to the development agreement may be advertised on a LED Sian located on another parcel that is subiect to the same development agreement." I E. Subject to the conditions listed on the attached Exhibit "B," which are incorporated into this Ordinance by reference, the City Council approves Development Agreement No. 07 -03 (Second Amendment to Development Agreement No. 03 -01) and Zone Text Amendment No. 08 -01. SECTION 6: 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 7: This Ordinance will remain effective until superseded by a subsequent Ordinance. SECTION 8: 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. -10- SECTION 9: This Ordinance will become effective on the thirty -first (31st) day following its passage and adoption. PASSED, ly ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF EL SEGUNDO ROVED AND ADOPTED this 4th day of March 2008. 11 SS 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. 1417 was duly introduced by said City Council at a regular meeting held on the 19th day of February 2008, 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 4th day of March, 2008, and the same was so passed and adopted by the following vote: AYES: McDowell, Busch, Boulgarides, Fisher, Jacobson NOES: None ABSENT: None ABSTAIN: None Cindy Mo st n, City Clerk APPROVEd WT r 7/ Mark D' Hensley, City /'Attorney P:\Planning & Building Safety\PROJECTS\751- 775 \EA - 768 \Council Agenda PackeMi -04/08 hearing\2008.03.04.EA- 768.ord. doc FIRST AMERICAN TITLE INSURANCE COMPANY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO; CITY CLERK CITY OF EL SEGUNDO 350 Main Street El Segundo, Califomia 90245 of fAcument Recorded --__ 03/2&0e //�� UItJ is not bee ?994Q4 7i ')riain,!, wiU b ;e° � I Burned when i'rocessing has been c0mplet-ed- +r�S rtt? � to Government Code ��. § 6)03 SECOND AMENDMENT TO DEVELOPMENT AG BY AND AMONG ROSE- REEMENT THE CITY OF EL SEGUNDO AND CRgNS_SEPULVEDA PARTNERS PES PARTNERS, , 2, LLC AND (AREA A) THIS AGREEMENT SHALL ALL PARTIES HE BE RECORDED WIT CODE §658G8-S RETO PURSUANT TO THE RE WITHIN TEN DAYS OF EXECUTIOX'8 Y QUIREMENTS OF GOVERNMENT THIS INSTRUMENT FILED FOR RECORD BY FIRST AMERICAN TITLE INSURANCE COMPANY AS AN ACCOMMODATION ONLY. IT HAS NOT BEEN EXAMINED AS TO ITS EXECUTION OR AS TO ITS EFFECT UPON TITLE. 44386112731 12vl8 3152008 jV1 33%30rd3 TABLE OF CONTENTS Pa e 1. Recitals. ........ ........ ..... ................ ....:............_.... ..................... ........ ....................... ....1 2. Amendment of Property Descriptions ...................................... ............................... 3. Revised Acreage and Square Footage of the Project .............................. ..............................5 4. Conditions of Approval .............. ....... .......... .................... ...................................................... 5 5. Zone Text Amendment .......................................................................... ..............................5 5 -1 Screening Requirements along the Eastern Boundary of Phase I ........................5 5.2 LED Signage ..................................... ................................................... ........... 5 6. Phase I B Development Standards ......................................................... ..............................5 7. Contribution to Downtown Signage Program ..................... ................... ..............................5 8. Park Place Extension ...... ................................................................... ..... ..............................6 8.1 Irrevocable Offers to Dedicate ..................................................... ..............................6 8.2 RSP 2's Funding of City's Acquisition of the Honeywell, Chevron and Union Pacific RR Park Place Segments; Security for RSP 2's Performance ...... ....6 8.3 Funding/Financing for the Design, Acquisition and Construction of the ParkPlace Extension .......................................................... ....----.. ..............................7 8.4 Use of Park Place Extension Funds for Construction of Park Place ................... ......? 9. Amendments to Section 4.1 of the Development Agreement ................ ..............................7 10_ Amendment to Section 5.7 of the Development Agreement ..................................... ....... .....7 11. Remainder of Development Agreement to Remain in Full Force and Effect-..... ............ ... 8 EXHIBIT A — DEPICTION OF HONEYWELL, CHEVRON AND UNION PACIFIC RR PARK PLACE SEGMENTS ................ ............. ............................A -1 EXHIBIT B — AMENDED PROPERTY DESCRIPTION ......................... ............................... B -1 EXHIBIT C —PHASE 1B PROPERTY DESCRIPTION ........................... ............................... C -1 EXHIBIT D — AMENDMENTS TO CONDITIONS OF APPROVAL ..................................... D -1 EXHIBIT E — ENCUMBRANCES TO WHICH THE RSP 4 DEED OF TRUST MAY BE SUBJECT ........... .................................................................. ..E -1 DEFINITIONS........ ........... .................... ........ .............. ..... .._.................... ...... ... ............................... C -1 443861i 273112v 18 i 315/2008 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT This Second Amendment to Development Agreement ( "Second 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 PES PARTNERS, LLC, a Delaware limited liability company ( "PESP ") as of this 4th day of March, 2008. RSP 2 and PESP 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 Second Amendment, City and Developer agree as follows: 1. Recitals. This Second 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 PESP's predecessor -in- interest, Rosecrans- Sepulveda Partners, LLC ( "RSP "), and the City are parties to a Development Agreement dated March 15, 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 Second Amendment, all capitalized terms used in this Second 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, RSP's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to approximately 4.7 acres of the Property (the "RSP 2 Property "). The RSP 2 Assignment was recorded on January 19, 2006 in the Official Records of Los Angeles County as Instrument No. 06 0128517. 1.4 On November 10, 2005, RSP and PESP's predecessor -in- interest, Rosecrans- Sepulveda Partners, 3, LLC ( "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, RSP's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to approximately 37.3 acres of the Property (the "PESP Property" and/or "Phase I A "). 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 On July 31, 2007, RSP 3 executed an Assignment and Assumption At.- eem,nt ( "PESP Assignment ") whereby RSP 3 conveyed to PESP, in accordance with the pr4:e1isior of Section 3 of the Development Agreement, RSP 3's right, title and interest in and to the Development Agreement and the Project Approvals with respect to the PESP Property. The PESP Assignment was recorded on August 3, 2007 in the Official Records of Los Angeles County as Instrument No. 2007 1838772. 44386 \1213112v18 1 3152008 1.6 As of June 19, 2007, City, RSP 2 and RSP 3 executed Operating Memorandum No. 1 to the Development Agreement ( "Operating Memorandum No. I"), which Operating Memorandum No. I was recorded on August 14, 2007 in the Official Records of Los Angeles County as Instrument No. 20071901777. 1.7 As of July 30, 2007, City, RSP 2 and RSP 3 executed a First Amendment to Development Agreement (the "First Amendment ") which First Amendment was recorded on October 2, 2007 in the Official Records of Los Angeles County as Instrument No. 2007 2256909. For purposes of this Second Amendment, the term "Development Agreement" shall include the First Amendment. 1.8 The RSP 2 Property is located at the southerly end of the Property at the northeast corner of the intersection of Sepulveda Boulevard and Rosecrans Avenue. On July 13, 2007, RSP 2 acquired title to an additional 3.4 (approximate) acres of property that is located adjacent to and directly east of the RSP 2 Property (the "Additional 3.4 Acres "). Developer has proposed to the City and the City has agreed that the Additional 3.4 Acres will become a part of the RSP 2 Property and thus will become a part of the Property and Area A. As a result of the Additional 3.4 Acres becoming a part of the RSP 2 Property, the RSP 2 Property will be comprised of approximately 8.1 acres ("Phase I B" or "Phase I B Property "), on which RSP 2 proposes to develop approximately 70,000 square feet of retail and restaurant space_ The Phase I B Property is described in Exhibit C hereto. Phase I B will consist of a mix of one and two story buildings with a maximum height of sixty -five feet and will conform to the Commercial Center (C-4) zoning and development standards, as amended by the "Zone Text Amendment" (as hereinafter defined). Based on the foregoing, the Parties have agreed that the legal description of the Property and the legal description of the RSP 2 Property (as set forth in the RSP 2 Assignment) should be amended to add the Additional 3.4 Acres. The Parties have determined and confirmed that when the traffic generated by Phase 1 B is added to the existing development in Area A of 378,829 square feet, the cumulative traffic within Area A will not exceed the previously entitled 1,477 p.m. peak and 16,645 daily trips. 1.9 In connection with RSP 2's development of Phase 1 B, Developer has proposed zone text amendments to the "Commercial Center (C -4) Zone" (the "Zone Text Amendment") to, among other things, (a) permit non - invasive and/or minimally invasive cosmetic medical procedures, (b) exclude environmental treatment facilities that are required by regulatory agencies from setback requirements and (c) subject to compliance with certain restrictions, permit "LED Signs" (as hereinafter defined) to be located within the interior portion of project areas. 1.10 Section 4.2.2 of the Development Agreement originally established a maximum of 75,000 square feet (the "75,000 Square Foot Limit ") for uses that could occupy less than 10,000 square feet of building space within the Project. Operating Memorandum No. 1 authorized a reduction from 10,000 to 4,000 square feet for uses to which the 75,000 Square Foot Limit would apply. In addition, Operating Memorandu. i, o. ' established standards (the "Smaller Tenant Standards ") for tenants who lease less. 'h,= /1', JO square feet within the Project. Because of the upscale nature of the boutique type tenants targeted for Phase I B, it is Developer's expectation that the majority of the tenants of Phase 1 B will lease spaces of less 44386\1 273112v 18 2 3/5/2008 than 4,000 square feet. Therefore, Developer has requested and City has agreed that the 75,000 Square Foot Limit shall not apply to Developer's leasing of space in Phase 1 B. 1.11 Subject to City's approval of this Second Amendment, RSP has agreed to contribute Twenty -Five Thousand Dollars ($25,000) to the City for the City's downtown sign program. 1.12 Concurrently with the City's approval of the Project Approvals, City also redesignated and rezoned the Other CA Property with a "Commercial Center (C-4)" land use and zoning designation. It has been and continues to be RSP 2's hope and expectation that RSP 2 or an "affiliate" (as hereinafter defined) of RSP 2 will acquire and develop substantially all of the Other C4 Property. In connection with the development of the Other C4 Property, Developer has acknowledged that, as an integral part of being permitted to fully develop the Other C -4 Property, Developer will be required to extend Park Place (a four -lane east -west street) from its existing terminus at Nash Street to connect with Park Place in Area A (the "Park Place Extension "). To affirm Developer's commitment to develop Park Place as an integral part of the development of the Other C4 Property, City has requested and Developer has agreed that as RSP 2, or any affiliate of RSP 2, acquires portions of the Other C4 Property, to the extent such acquired portions of the Other C-4 Property include segments of the right -of -way for the Park Place Extension (the "Park Place Segments "), RSP 2 shall cause the Park Place Segments to become the subject of an irrevocable offer of dedication to the City. 1.13 In addition to agreeing to cause the Park Place Segments to become the subject of an irrevocable offer of dedication in accordance with the provisions of Recital 1.12 above, RSP 2 has agreed, subject to the satisfaction of the "Park Place Extension Conditions Precedent" (as hereinafter defined) and certain other conditions (set forth in Section 8.2 below), to fund up to Two Million Four Hundred Eighteen Thousand Dollars ($2,418,000) (the "Park Place Extension Fund ") to City in order to permit City to undertake the activities to extend Park Place which includes (a) that portion of the Park Place Extension (the "Honeywell Park Place Segment") that is currently owned by Honeywell International ( "Honeywell "), (b) that portion of the Park Place Extension (the "Chevron Park Place Segment ") that is currently owned by Chevron Corporation ( "Chevron ") and (c) that portion of the Park Place Extension (the "Union Pacific RR Park Place Segment") that is currently owned by the Union Pacific Railroad. The approximate locations of the Honeywell Park Place Segment, the Chevron Park Place Segment and the Union Pacific RR Park Place Segment are depicted on Exhibit "A" attached hereto. In order to secure RSP 2's obligation to make the Park Place Extension Fund payment, RSP 2 has agreed to cause RSP 2's affiliate, Rosecrans- Sepulveda Partners, 4, LLC's ( "RSP 4 ") to execute the "RSP 4 Deed of Trust" (as hereafter defined) in favor of City covering approximately 8.76 acres of the Other C -4 Property currently owned by RSP 4 (the "RSP 4 Property"). In addition, in order to ensure that RSP 2 complies with its Park Place Extension Fund obligation, RSP 2 has agreed that a condition precedent to RSP 2's right to receive a Certificate of Occupancy for any building in Phase 1 B shall be RSP 4's execution of the RSP 4 Deed of Trust. 1.14 Because health and beauty uses have become a significant attraction to the customer base of upscale shopping centers, City and Developer have agreed to amend Section 4.1 of the Development Agreement to permit two non - invasive and/or minimally invasive cosmetic medical procedure uses in the Project, provided that neither use exceeds 3,000 square 4438611273112v18 3 3152DO8 feet of leaseable floor area and each of the two uses has at least twenty percent (20 %) of the net floor area devoted to the sale of retail products. 1.15 City and Developer have agreed to amend Section 4.1 of the Development Agreement to permit the sale of automobiles and, as an accessory use to the sale of automobiles, the sale of automobile accessories and automobile parts in Phase 1B, provided that such use does not exceed 5,000 square feet of leaseable floor area and provided that automobile repair and maintenance uses shall not be permitted. 1.16 City and Developer have agreed to amend Section 5.7 of the Development Agreement to revise the term of the Development Agreement from eight (8) to eleven (11) years (measured from the effective date of the Enabling Ordinance). 1.17 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 or Mitigated Negative Declaration is required to be prepared prior to adopting the Ordinance approving this Second Amendment. However, the City Council has also determined pursuant to Section 15164(a) of the CEQA Guidelines that some changes or additions to the EIR are necessary. Therefore, an Addendum to the EIR has been prepared and has been reviewed and approved by the City Council, exercising its independent judgment. 1.18 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 Second Amendment has been adopted in conformance with the procedures ofthe Development Agreement Statute set forth in Government Code Section 65865, et seq. 1.19 On January 24, 2008, the Planning Commission held a duly noticed public hearing on this Second Amendment and, at the conclusion thereof, adopted Resolution No. 2630, recommending to the City Council approval of this Second Amendment. 1.20 On February 19, 2008, the City Council held a duly noticed public hearing on this Second Amendment and, at the conclusion thereof, introduced Ordinance No. 1417 and on March 4, 2008, the City Council adopted Ordinance No. 1417 approving this Second Amendment. Ordinance No. 1417 became effective on April 4, 2008, 2. Amendment of Property Descriptions. In order to incorporate the Additional 3.4 Acres into the description of the Property, Exhibit "A" of the Development Agreement is hereby amended in its entirety to read as set forth in Exhibit "B" attached hereto. Any references in the Development Agreement and/or this Second Amendment to the "Property" shall hereinafter be deemed to be a reference to the property described in Exhibit `B." In addition, Exhibit "B" of the RSP 2 Assignment is hereby amended in its entirety to read as set forth in Exhibit "C" attached hereto. Any references in this Second Amendment to the RSP 2 Property shall be deemed to be a reference to the Phase l B Property described in Exhibit "C." 4438a 1273 1 12Y IS 4 3/512008 3. Revised Acreage and Square Footage of the Proiect. As a result of the Additional 3.4 Acres becoming a part of the Property and Area A, Section 1.2 of the Development Agreement is hereby amended to revise the number "42" to read "45.566." In addition, the number "four - hundred twenty -five thousand (425,000)" in Section 1.3 is hereby revised to read "four- hundred forty -eight thousand eight hundred twenty -nine (448,829) square feet." 4. Conditions of Approval. In connection with the development of the Phase I B Property, the Conditions of Approval are hereby amended as set forth in Exhibit "D" attached hereto. 5. Zone.Text Amendment. Subject to the City's approval of the Zone Text Amendment, the following conditions shall be applicable to Phase 1 B: 5.1 Screening Requirements along the Eastern Boundary of Phase 1 B. RSP shall cause the eastern boundary of Phase 1 B to be screened from the property located adjacent to and east of Phase I B by (a) installing a fence comprised of decorative cement or ceramic blocks or wrought iron at least six (6) feet in height along the eastern boundary of Phase I B and (b) planting, irrigating and maintaining screening type landscaping that includes trees, vines, bamboo and/or hedges that shall be projected to grow at least 15 feet in height along the western side of the fence. 5.2 LED Signage_ A maximum of two light emitting diode signs ( "LED Sign "), not to exceed. 30' in height and 60' in length each, may be located within the interior portion of Phase 1 B. The displays are intended for viewing by the customers of Phase I B and Developer shall use reasonable efforts to minimize exposure of the displays to Rosecrans Avenue and Sepulveda Boulevard. In addition, in no event shall the top of any display exceed 15' above a plane that is parallel with the 157.00 foot elevation of the northeast corner of Rosecians Avenue and Sepulveda Boulevard. Each LED Sign shall be utilized for the purpose of providing on site advertising for tenants of the Project and for the products that are offered for sale by those tenants (but only in conjunction with the display of the name of the tenant that sells the product), and may also be utilized for movie projections and abstract video that are not related to advertising any particular product, or entertainment, retail or service use. Each display shall be attached to a building or other structure and integrated into the architectural design of the building and shall not be free standing. In no event shall LED Signs be permitted to be located in Phase IA. 6. Phase IB Development Standards. The 75,000 Square Foot Limit shall not apply to Developer's leasing of space in Phase 1 B. However, all other requirements of the Development Agreement and the Conditions of Approval, including the Smaller Tenant Standards, shall continue to remain in full force and effect with respect to the Project and with respect to each tenant that leases less than 4,000 square feet of space in Phase 1 B. 7. Contribution to Downtown Signagee Program. RSP 2 agrees to pay the City $25,000 upon the earlier of (i) the expiration of the statute of limitations for challenging City's approval of this Second Amendment with no challenge having been filed or (ii) upon a final court judgment or settlement of litigation which results in RSP 2 being allowed to proceed with development of Phase 1B. The funds paid to the City shall be used for City's downtown sign program. 4438611273112v 19 5 315rZOGS 8. Park Place Extension. 8.1 Irrevocable Offers to Dedicate. To the extent RSP 2, or any affiliate of RSP 2, acquires any portion of the Other C -4 Property and such acquired portion contains any portion of the designated right -of -way for Park Place, RSP 2 shall execute, or cause its affiliate to execute, an irrevocable offer to dedicate such designated right-of-way portion of Park Place to the City. As used in this Section 8. 1, the term "affiliate" shall mean an entity controlling, controlled by or under common control with the entity to which the term applies, whether by ownership, contract or voting control. In addition, the term "affiliate" shall mean any member of RSP 2 ("Member "), which Members currently include Mar El Segundo, LLC, a Delaware limited liability company, CCA Sepulveda, LLC, a California limited liability company, Continental Rosecrans- Sepulveda, Inc., a California corporation, Daniel Romano, an individual, and any affiliate of any Member. The term "affiliate" shall also include, individually,' Richard Lundquist, Allan Mackenzie, Robert Comstock and Daniel Crosser. Notwithstanding the foregoing, no irrevocable offer to dedicate shall be accepted by City until (a) the alignment of the right -of -way for the Park Place Extension has been approved by the City Engineer and any other governmental agencies having jurisdiction over such right -of -way and (b) City has initiated such steps as may be required to acquire the right -of -way for those portions of the Park Place Extension, including, without limitation, those portions owned by existing railroads, pipeline easement holders, utilities and/or other third parties whose rights could impact or interfere with the construction and use of the Park Place Extension, that have not otherwise been offered for dedication to City (cumulatively, the "Park Place Extension Conditions Precedent "). 8.2 RSP 2's Funding of City's Acquisition of the Honeywell. Chevron and Union Pacific RR Park Place Segments; Security for RSP 2's Performance. Subject to the satisfaction of the Park Place Extension Conditions Precedent and to all applicable governmental permits and requirements (federal, state and/or local) including, without limitation, compliance with CEQA and laws relating to hazardous materials, having been obtained and/or satisfied with respect to the approval, design, remediation and construction of the Park PIace Extension and a funding plan for the design and construction of the Park Place Extension having been approved by City (which funding plan may include RSP 2's payment of the Park Place Extension Fund in accordance with the provisions of Section 8.2 below and any other dedications and payments as RSP 2, or any RSP 2 affiliate, may agree to in connection with the development of Area B), RSP 2 agrees, upon the (a) commencement by City of acquisition of the right -of -way for the Honeywell Park Place Segment, the Chevron Park Place Segment and/or the Union Pacific RR Park Place Segment and (b) award of a construction contract to extend Park Place to pay, within thirty (30) days of RSP 2's receipt of a written request from City, to City that portion of the Park Place Extension Fund to the extent City requires all or any portion of such Fund in order to complete its acquisition of the Honeywell, Chevron and/or Union Pacific RR Park Place Segment(s). In order to secure the obligation of RSP 2 to make the Park Place Extension Fund payment, RSP 2 shall cause RSP 4 to execute and record aDeed of Trust secured by the RSP 4 Property, such Deed of Trust to be in a form mutually and reasonably agreed upon by City and RSP 4 (the "RSP 4 Deed of Trust ") and shall only be subject to the encumbrances identified on Exhibit "E" attached hereto. RSP2 shall cause an ALTA title policy in the amount of $2,418,000 44396%1273112v18 6 315n008 to be issued to the City for the RSP 4 Deed of Trust. In order to ensure RSP 2's performance in accordance with the provisions of this Section 8.2, no Certificate of Occupancy shall be issued by City for any building in Phase 1 B until RSP 4 has executed and recorded the RSP 4 Deed of Trust and the title policy has been issued to the City. In addition, RSP 2 agrees to use reasonable business efforts to cause Honeywell, subject to the Park Place Conditions Precedent, to irrevocably offer to dedicate the Honeywell Park Place Segment to the City. RSP hereby acknowledges that the dedications and payments referenced in Section 8.1 and 8.2 of this Agreement may not represent the entire share of the costs that RSP2 or its affiliates may be ultimately required to pay towards the extension of Park Place. 8.3 FundineJFinancing for the Design, Acquisition and Construction of the Park Place Extension. The Parties agree to continue to work together to identify and seek to secure funding and /or financing sources for the design, acquisition and construction of the Park Place Extension. 8.4 Use of Park Place Extension Funds for Construction of Park Place. To the extent the entire Park Place Extension Fund is not required to be used by City for the acquisition of the Honeywell, Chevron and /or Union Pacific RR Segments, any funds remaining shall be paid to City by RSP 2 within thirty (30) days of RSP 2's receipt of written request from City confirming the award of a construction contract to extend Park Place; provided, however, to the extent RSP 2, or any affiliate of RSP 2, from time to time, acquires all or any portion of the Honeywell, Chevron and/or Union Pacific RR Segments, the Park Place Extension Fund shall be reduced by an amount equal to $30 multiplied by the total number of square feet in the Honeywell, Chevron and/or Union Pacific RR Segments acquired by RSP 2, or any affiliate of RSP 2, and irrevocably offered for dedication to the City in accordance with the provisions of Section 8.1 above.. 4. Amendments to Section 4.1 of the Development Agreement. Section 4.1 of the Development Agreement is hereby amended to add new Sections 4.1,7 and 4.1.8 to read as follows: "4.1.7 Health/Skin Care Uses. Two tenants that have uses devoted to health/skin care that are limited to non - invasive and/or minimally invasive cosmetic medical procedures and may include the services of licensed health care professionals, shall be permitted, provided that neither use exceeds 3,000 square feet of leaseable floor area and at least twenty percent (20 %) of each tenant floor area is devoted to the sale of retail products_ 4.1.8 Automobile Sales. The sale of automobiles and, as an accessory use to the sale of automobiles, the sale of automobile accessories and automobile parts shall be permitted in Phase 1 B, provided such use does not exceed 5,000 square feet of leaseable floor area and provided :`:a? automobile repair and maintenance uses shall not be permitted." 10. Amendment to Section 5.7 of the Development Agreement. Section 5.7 of the Development Agreement is hereby amended in its entirety to read as follows: 4438MI273 1 120 8 7 3/512008 "53 Term. This Agreement shall be in effect for a period of eleven (11) years from the effective date of the Enabling Ordinance_ However, Developer or City shall be entitled to, by written notice to the other Party prior to the Agreement's expiration, one (1) five (5) -year extension, provided that the requesting Party is not in material default of its obligations hereunder at such time. 11. Remainder of Development Agreement to Remain in Full Force and Effect. Except as set forth in this Second Amendment, all terms and conditions of the Development Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Developer and City have executed this Second Amendment on the date first above written. CITY: CITY OF SEG DO, a municipal corporation By: Kelly Mc owe11, M or ATTEST Ci d rn y Mort C ty Clerk APPROVED AS TO FORM: By: Mark D. H nsiey, City Attorney [SIGNATURES CONTINUED ON NEXT PAGE] 44386U273112v18 8 3!52008 DEVELOPER ROSECRANS- SEPULVEDA PARTNERS, 2, LLC, a Delaware limited liability company By: CCA Sepulveda, LLC, a California limited liability company Its: Managing Me By: Name: Its: 1/rc-"- By: Name: Cgyij, IN rn Its: Vim Pi,,6«!e,, PES PARTNERS, LLC, a Delaware limited liability company By: Rosecrans- Sepulveda Partners 3, LLC, a Delaware limited liability company Its: Sole Member By: CCA Sepulveda, LLC a California limited liability company Its: Managing Member By: Name: O,a NSF GiLo ss�k Its: Vlcc Pitd- sjo6^--t- By. � Name: L .-i L%,/,,, k V/ ST Its: vice N"'Slue l 44386U273112v18 9 3/5/2008 March 10, 2008 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) On March 7, 2008, before Cathy Domann, Deputy City Clerk, personally appeared Kelly McDowell, Mayor of the City of El Segundo, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to 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 J "44) Cathy Domann, Deputy City Clerk STATE OF CALIFORNIA ) } ss: COUNTY OF LOS ANGELES ) On &4 "Lin 1'7 , 2008 before me, c , Ln G_ (here insert name of the officer), Notary Public, personally appeared $Se✓ Wt u I st who 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 heMm/they executed the same in hi&q=r /their authorized capacity(ies), and that by hisser /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public oroa cam >peq vuJ o l aOw art [Wi0*03 - -sand k0sm [Seal] 9 ISM I * U0FVAAW3 rrvle � � awer STATE OF CALIFORNIA ) } ss: COUNTY OF LOS ANGELES ) On , 2008 before me, (here insert name of the officer), Notary Public, personally appeared who 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. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public [Seal] 4438611273112v I8 10 3152008 STATE OF CALIFORNIA ) ss: COUNTY OF LOS ANGELES ) On , 2008 before me, (here insert name of the officer), Notary Public, personally appeared , who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public [Seal) STATE OF CALIFORNIA ) ss: COUNTY OF LOS ANGELES ) On , 2008 before me, (here insert name of the officer), Notary Public, personally appeared who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public [Seal] 443861127311208 11 3/512008 t 9 w a EXMI T A DEPICTION OF HONEYWELL, CHEVRON AND UNION PACIFIC RR PARK PLACE SEGMENTS n S bZia ` Up © 9 9 9 F EXHIBIT B AMENDED PROPERTY DESCRIPTION THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 18, TOWNSHIP 3 SOUTH, RANGE 14 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS: 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 EASTERLY LINE AS FOLLOWS: SOUTH 0001' 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 5029' 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 0001' EAST, A DISTANCE OF 3.90 FEET TO THE NORTHERLY LINE OR AFORESAID LOT 4 OF TRACT NO. 1314; THENCE ALONG THE NORTHERLY LINE OF SAID LOT 4, SOUTH 60041' 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 RECORDS WITH THE DEED RECORDED IN BOOK 6708, PAGE 304 OF SAID DEED RECORDS) SOUTH 70041' 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 49056'05" EAST, A DISTANCE OF 1601.41 FaT 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 89059' 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 THE CITY OF EL SEGUNDO, RECORDED ON OCTOBER 18, 1982 AS INSTRUMENT NO. 82- 1045151, OFFICIAL RECORDS ALSO 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. 41306X1320812vi BR ma s -page 1 of 3 E70MIT B AMENDED PROPERTY DESCRIPTION TOGETHER WITH 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 DESCRIBED AS FOLLOWS: 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 SOU MERLY 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 29, OFFICIAL RECORDS, 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 THE ABOVE MENTIONED NORTHWESTERLY LINE SOUTH 49 °56'05" 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 347.97 FEET TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED RECORDED IN BOOK 6708, 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 49 056'06" EASE', 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 40 003'55" WEST, 200 FEET TO THE POINT OF BEGINNING, TOGETHER WITH PARCEL. I OF PARCEL MAP NO. 17911, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 269, PAGES 82 THROUGH 84 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH PARCEL 1 OF THE CERTIFICATE OF COMPLIANCE, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED JULY 11, 2007 AS INSTRUMENT NO. 20071647635 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. THIS DEQCRIPTKW WAS PREPARED BY ME, OR UNDER MY DIRECTION, y'�v "4 IN RMA E WITH PROFESSIONAL LAND SURVEYOR'S ACT_ + JOHN MARTIN J SMITH kCZF' 8070 HN M. SMITH, P.L.S. Cr+���o CENSE E)iPIRES 12!31107 DATE PREPARED: 12/03107 4438611320812V1 EXH0311 B - Page 2 of 3 r 9 w w 00 A w 0 w ro °p P O J s I- jr r 1 i 1 2 i� SEAULVEDA BOULEVARD A A�e AC I w ey re C (, 1 \ y 0 V 0 �i Z D� Y' (•D s 0 Z =a Cu D PHASE 1B PROPERTY DESCRIPTION PARCEL 1 OF PARCEL MAP NO. 17911, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 269, PAGES 82 THROUGH 84 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.' TOGETHER WTH PARCEL 1 OF THE CERTIFICATE OF COMPLIANCE. IN THE CITY OF EL SEGUN00, COUNTY OF LOS ANGELES, STATS OF CALIFORNIA, RECORDED JULY 11, 2007 AS INSTRUMENT NO. 20071647635 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.. THE ABOVE DESCRIBED PARCELS CONTAIN 8.133 ACRES, MORE OR LESS. THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYOR'S ACT. Ji Wrrm 1 N M. SMITH, P.L S. u rata. 12/31/07 JJCENSE tkPIRES 12/31/07 '^a 9070 7 . DATE PREPARED: 12106/07 rF pf OAV� 4438643227010 k z_,,eae�____m__.m.m.=m_m # |� ' SPLVED BOULEVARD § |i| - - - - - m 4\ ��)� 2 A o �2k !91) / ) � 7 Lg -2 v # � / k £ @ _�� EXHIBIT D AMENDMENTS TO CONDITIONS OF APPROVAL The Conditions of Approval that were approved by the City Council on March 15, 2005 as part of Ordinance No. 1382 (the "Conditions of Approval ") are hereby amended as follows: DEFINITIONS I. Condition No. 2 is hereby amended as follows: A A new Condition No. 2.0 -1 is hereby added to read as follows: "`Development Agreement' refers to Development Agreement No. 03 -1 and any amendments thereto." B. Condition No. 2.D is hereby amended in its entirety to read as follows: "`Project Area' refers to each of the 20 developable lots on the Plaza El Segundo development Project Site as shown on Vesting Tentative Map No. 061630 and the 3.41 acres comprised of Parcel I of Lot Line Adjustment No. 07 -06 (formerly Parcel 2 and that portion of Parcel 3 of Parcel Map No. 1 7911, in the City of El Segundo, County of Los Angeles, State of California, As Per Map Filed in Book 269, Pages 82 through 84, of Parcel Maps, in the Office of the County Recorder of Said County, lying Westerly of a line parallel with and 120.00 feet easterly of the westerly line of said Parcel 3, said line shown as "S 00 Degrees 02'26" W 418.50 Degrees on Said Parcel Map)." C. A new Condition No. 21-1 is hereby added to read as follows: "`Project Site Phase l B' refers to the 8.13 -acre site comprised of the approximately 4.72 -acre portion of Vesting Tentative Map No. 061630 south of the Union Pacific Railroad and the 3.41 acres comprised of Parcel 1 of Lot Line Adjustment No. 07 -06 (formerly Parcel 2 and that portion of Parcel 3 of Parcel Map No. 17911, in the City of El Segundo, County of Los Angeles, State of California, As Per Map Filed in Book 269, Pages 82 through 84, of Parcel Maps, in the Office of the County Recorder of Said County, lying Westerly of a line parallel with and 120.00 feet easterly of the westerly line of said Parcel 3, said line shown as "S 00 Degrees 02'26" W 418.50 Degrees on Said Parcel Map), generally located south of the Union Pacific Railroad, east of Sepulveda Boulevard, west of Douglas Street, and north of Rosecrans Avenue." D. A new Condition No. 2.E -2 is hereby added to read as follows: "`Phase 1 A' refers to the portion of the Project Area located north of the Union Pacific Railroad right -of- way." 4438611324216v1 E. A new Condition No. 2.E -3 is hereby added to read as follows: "`Phase I B' refers to the portion of the Project Area located south of the Union Pacific Railroad right -of- way." AESTHETICS Materials and Design II. Condition No. 5 is hereby amended as follows: A. Condition No. 5.F is hereby amended in its entirety to read as follows: "All buildings must be in accordance with the Project Area's Conditions, Covenants and Restrictions (CC &R's)." B. Condition No. 5.L is hereby amended in its entirety to read as follows: "A six -foot high solid wall must be constructed along the southern property line of Lot 15 of Vesting Tentative Tract Map No. 061630 for at least a length of 200 feet from the eastern edge of the Sepulveda Boulevard right -of -way and along the northern property line of Lot 19 of Vesting Tentative Tract Map No. 061630 for at least a length of 200 feet from the eastern edge of the Sepulveda Boulevard right -of -way. A six -foot high wall or a fence constructed of vinyl chain link or other material must be constructed along the remaining property lines of the Project Area abutting the Union Pacific Railroad right -of -way with screening of the right -of -way with the use of landscaping, including, without limitation, vines, hedges and/or trees to the satisfaction of the P.B.S. Director. A combination of a fence constructed of 6 -foot high wrought iron or steel tubing and a six -foot high solid wall compatible with the fence and wall materials on the portion of the site north of the Union Pacific Railroad right -of -way must be constructed along the northern property line of Project Site Phase 1B for those portions east of the eastern edge of the Sepulveda Boulevard right -of -way with screening of the right - of -way with the use of landscaping, that includes without limitation, vines, hedges and/or trees to the satisfaction of the P.B.S. Director excepting those areas closest to Sepulveda Boulevard prohibited by Union Pacific Railroad for visibility and safety reasons." C. Condition No. 5.S is hereby amended in its entirety to read as follows: "The Project Area site plan must be revised to provide sidewalks or other designated pathways following direct and safe routes from the Park Place right - of -way to buildings H through A -7, from the Park Place right -of -way to Pad D, and from the Sepulveda Boulevard right -of -way to Building No. 2, and any other building that may developed that is set back more than 200 feet from a public right -of -way, subject to the review and approval of the P.B_ S. Director. The Project Area site plan must provide sidewalks or other designated pathways following direct and safe routes from the Sepulveda Boulevard public right -of- 4438611324216v2 way. and the Rosecrans Avenue public right -of -way to the entrances of the buildings and the plaza in front of the buildings, subject to the review and approval of the P.B.S. Director." Landscaping and Irrigation III. Condition No. 7 is hereby amended in its entirety to read as follows: "Before the issuance of the first Building Permit in the Project Area, the applicant must provide a Landscape Plan and Architectural PIan (i.e. construction drawings), consistent with the Master Landscaping Plan, to the P.B.S. Director, Director of Recreation and Parks, and the Police Chief for review and approval. The Landscape Plan and Architectural Plan must demonstrate that errant nighttime illumination is generally screened from other potentially sensitive uses, through building design and landscape treatments. Before the issuance of the first Building Permit in the Project Site Phase 1B, the applicant must provide a Landscape and Irrigation Plan and an Architectural Site Plan (i.e. construction drawings), consistent with the Master Landscaping Plan, to the P.B.S. Director, Director of Recreation and Parks, and the Police Chief for review and approval that includes the use of trees, hedges, and or vines along the eastern boundary from Rosecrans Avenue to the Union Pacific Railroad. The plant material must be placed west and in front ofthe property line wall or fence. The Landscape Plan must utilize decorative pavement material in the plaza and for the pedestrian entrances to the plaza. The Landscape Plan and Architectural Plan must demonstrate that errant nighttime illumination is generally screened from other potentially sensitive uses, through building design and landscape treatments." Signs IV. Condition No. 9 is hereby amended as follows: A. Condition No. 9.13 is hereby amended in its entirety to read as follows: "Notwithstanding any other provisions in the SSMC, a maximum of three ground or monument signs with a maximum height of 35. feet each are permitted along the Sepulveda Boulevard street frontage of the Project Area north of the Union Pacific Railroad;" B. A new Condition No. 9.13-1 is hereby added to read as follows: "Notwithstanding any other provisions in the ESMC, a maximum of two ground or monument signs with a maximum height of 20 feet each are permitted along the Sepulveda Boulevard street frontage of the Project Area south of the Union Pacific Railroad ;" C. Condition No. 9.0 is hereby amended in its entirety to read as follows: "Notwithstanding any other provisions in the ESMC, a maximum of two ground or monument signs with a maximum height of 25 feet are permitted along the Park Place street frontages of the Project Area;" 4438611324216v2 D. Condition No. 9.D is hereby amended in its entirety to read as follows: "Notwithstanding any other provisions in the ESMC, a maximum of two ground or monument signs with a maximum height of 25 feet are permitted along the Allied Way street frontages of the Project Area;" E. A new Condition No. 9.D -1 is hereby added to read as follows: "Notwithstanding any other provision in the ESMC, a maximum of two ground or monument signs with a maximum height of 20 feet are permitted along the Rosecrans Avenue street frontage of the Project Area;" F. A new Condition No. 9.D -2 is hereby added to read as follows: "A maximum of two light emitting diode signs "LED Sign "), not to exceed 30' in height and 60' in length each, may be located within the interior portion of Phase 1B. The displays are intended for viewing by the customers of Phase 1B and Developer shall use reasonable efforts to minimize exposure of the displays to Rosecrans Avenue and Sepulveda Boulevard. In addition, in no event shall the top of any LED Sign exceed 15' above a plane that is parallel with the 157.00 foot elevation of the northeast corner of Rosecrans Avenue and Sepulveda Boulevard. Each LED Sign shall be utilized for the purpose of providing on site advertising for tenants of the Project and for the products that are offered for sale by those tenants (but only in conjunction with the display of the name of the tenant that sells the product), and may also be utilized for movie projections and abstract video and artistic images that are not related to advertising any particular product, or entertainment, retail or service use. Each LED Sign shall be attached to a building or other structure and integrated into the architectural design of the building and shall not be free standing." G. Condition No.. 9.L• is hereby amended in its entirety to read as follows: "Notwithstanding any other provisions in the ESMC, no freestanding or pole signs, except as set forth in this Condition No. 9 and except as described in Condition No. 10 below, are permitted along the Rosecrans Avenue frontage of the Project Area;" H. A new Condition No. 91 is hereby added to Yead as follows: "Height limitations of signs referred to in this Condition No. 9 shall be measured from the average adjacent street elevation." V. Condition No. 10 is hereby amended in its entirety to read as follows: "Before the issuance of a Final Certificate of Occupancy for the first building in the Project Area, the applicant must construct and maintain a monument sign at the northeast corner of Sepulveda Boulevard and Rosecrans Avenue announcing the entrance to the City. The sign is subject to review and approval by the City Council. The sign should be 44386U324216v2 compatible with the design of the Master Sign Program for the Plaza El Segundo development project." PROJECT DESCRIPTION Plans VI. Condition No. 29 is hereby amended in its entirety to read as follows: "The Plaza El Segundo development project is allowed to develop up to a maximum of 448,829 square feet including a maximum of 70,000 net square feet for the Plaza El Segundo Phase I B development project, consisting of a combination of uses as permitted by the Plaza El Segundo Reduced Traffic Generation Alternative described in the Final EIR, the C -4 Zone and as limited by the Development Agreement as long as the total AM, PM peak, daily, and Saturday midday peak trip generation established in the EIR for the Plaza El Segundo development project as a whole is not exceeded." VII. Condition No. 30 is hereby amended in its entirety to read as follows: "The maximum project size may be reduced as determined by the vehicle trip generation for each use. The Sepulveda/Rosecrans Site Rezoning and Plaza El Segundo development project permit the following vehicle trips: MAXIMUM PERMITTED TRIPS AM PM Daily Saturday Middy Se ulveda/Rosecrans Site Rezoning 1,033 2,346 25,859 3,379 Plaza El Segundo Development 779 1,477 16,645 2,205 Project The trip generation for each use and building must be determined using the rates identified below, adjusted for internal capture and pass by discount rate consistent with the traffic study for EA No. 631: Shopping Center (per 1,000 sf ) — LU 820 Daily: Ln(T) = 0.65 Ln(A) + 5.83 AM Peak Hour Ln(T) = 0.60 Ln(A) + 2.29; I /B =61 %, OB =39% PM Peak Hour Ln(T) = 0.66 Ln(A) + 3.40; UB =48 %, 0B =52% Saturday Ln(T) = 0.65 Ln(A) + 3.77, U13=52 %. 0B =48% '.� -)eery Store (per 1,000 sf) — LU 850 1 }...1y T = 66.95(A) + 1391.56 AM Peak Hour Ln(T) = 1.70 Ln(A) — 1.42; I/13=611/4, OB =39% PM Peak Hour Ln(T) = 0.79 Ln(A) + 3.20; I/B =51 %, OB =49% Saturday Ln(T) = 0.74 Ln(A) + 3.47; I/13 =5 I!, 0/13=49% 44386" 324216v2 Free Standing Discount Store (per 1,000 sf) — LU 815 Daily: T = 56.02(A) AM Peak Hour T = 0.84 (A); IB =68 %, OB =32% PM Peak Hour T = 5.06 A); I/B--50 %, 0B =50% Saturda T= 7.58 A ; IB =51 %, O/B =49% Electronics Superstore (per 1,000 sf) — LU 863 Daily T = 45.04 (A) AM Peak Hour T = 0.28 (A); I/B =53 %, OB=47% PM Peak Hour T = 4.50 (A); M =49 %, O /B =51% Saturday [N/A j* Health Club (per 1,000 sf) — LU 493 Daily T = 43.0 (A) AM Peak Hour* T = 3.06 (A); I /B =58 %, 0B =42% PM Peak Hour T = 5.76 (A); IB =63 %, 0/B =37% Saturday [N /A}* Fast -food Restaurant with Drive - rluough Window (per 1,000 sf) — LU 934 Daily T = 496.12 (A) AM Peak Hour T = 53.11 (A); I /13=5I %, 0/13=49% PM Peak Hour T = 34.64 (A); 18 =52 %, OB =48% Saturday T = 59.20 (A); IB =51 %, 0B =49% High - Turnover (Sit -Down) Restaurant (per 1,000 sf) — LU 932 Daily T = 127.15 (A) AM Peak Hour T = 11.52 (A); 1B =52 %, 0B =48% PM Peak Hour T = 10.92 (A); IB =61 %, 0/B =39% Saturday T = 20.00 (A); UB =63 %, 0B =37% Quality Restaurant (per 1,000 sf) — LU 931 Daily T = 89.95 (A) AM Peak Hour T = 0.81 (A); IB = 82 %, OB = 18% PM Peak Hour T = 7.49 (A).; UB = 67 %, O/B = 33% T = trip ends A = building area in 1,000's of square feet IfB = inbound percentages LU = ITE Iand use code OB = outbound percentages Sources: Trip Generation, 7th Edition, Institute of'Transl: jrta:M Engineers, 2003. * Saturday information unavailable — PM Peak hour utilized." VIII. Condition No. 33 is hereby amended in its entirety to read as follows: 4438611324216v2 "Before the issuance of a Building Permit for the Project Area, the applicant must submit plans and specifications for any new curbs, sidewalks, driveway approaches, wheelchair ramps, and asphalt concrete (A.C.) pavement, that must be constructed/reconstructed in the public right -of -way for any missing public segments/areas on the perimeter of the Project Area, as reasonably required by the Director of Public Works. Any existing driveways and other paved areas on the perimeter of the Project Site that will not be incorporated into the development must be removed and replaced with standard curb and sidewalk. Before issuance of a Certificate of Occupancy for the building that is the subject of the Building Permit, the applicant must install the required public improvements per the approved plans to the reasonable satisfaction of the Director of Public Works." IX. A new Condition No. 33.A is hereby added to read as follows: "The applicant must submit either a Lot Line Adjustment or Lot Merger application after the recording of Final Map 061530, to merge the two parcels south of Union Pacific Railroad into one parcel." DEDICATIONS AND FEES X. Condition No. 35 is hereby amended in its entirety to read as follows: "The applicant must dedicate approximately 0.50 -acres of the "Project Area" to the City for roadway widening along the east side of Sepulveda Boulevard, as required in the Development Agreement and as depicted on Vesting Tentative Map 061630. An easement may be provided in lieu of a dedication, only if Caltrans will not accept the dedication and will only accept an easement. A dedication may be provided.for the Phase 1 A portion of Sepulveda Boulevard and an easement may be provided for the Phase 1 B portion of Sepulveda Boulevard or- conversely an easement may be provided for the Phase 1 A portion of Sepulveda Boulevard and a dedication may be provided for the Phase 1 B portion of Sepulveda Boulevard. Such dedication and/or- such easement shall occur through and upon recordation of the Final Map." TRANSPORTATION /CIRCULATION/PARKING XI. Condition No. 54 is hereby amended in its entirety to read as follows: "If the Los Angeles Congestion Management Plan (CMP) requires the City to track the debits /credits associated with development in the City, before the issuance of the first Building Permit for the Project Site, the applicant must provide Los Angeles County Congestion Management Plan (CMP) Debit/Credit Calculations, and a Phasing Plan for CMP related improvements, to the P.B.S. Director and Public Works for review and approval. The calculations must 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 must provide evidence to the P.B.S. Director that the proposed project CMP debits/credits related improvements were implemented and balanced in the Project Area in accordance with the approved phasing plan. Compliance with this measure must be verified by the P.B.S. Director before permit 443891324216x2 issuance. As may be applicable, the City will give credit for CMP related improvements towards the applicant's traffic mitigation impact fee, as appropriate." MI. Condition No. 57 is hereby amended in its entirety to read as follows: "The applicant must install `No Parking' and other traffic signs on the Park Place and Allied Way roadway extensions, as required by the Public Works Department. The applicant must install "No Parking" and other traffic signs on Sepulveda Boulevard and Rosecrans Avenue, as required by the Public Works Department." XIII. Condition No. 61 is hereby amended in its entirety to read as follows: "Prior to the issuance of a Certificate of Occupancy for any building in the Project Area, the new roadways, including any medians, sidewalks, curbs, and gutters must be constructed in accordance with applicable Department of Public Works construction standards for public roadway with the minimum dimensions required by the Circulation Element of the EI Segundo General Plan, and must comply with applicable requirements of the Americans with Disabilities Act (ADA), as well as City requirements for traffic signage, street lighting, drainage plans, and underground utility service, subject to the review and approval of the Director of Public Works. The applicant must be responsible for the design and construction of the new roadways." UTILITIES XIV. Condition No. 78 is hereby amended in its entirety to read as follows: "Before issuance of the first building permit in the Project Area, the applicant must inspect the existing sewer laterals that connect to the City sewer mains in the area with closed circuit television (CCTV) to determine the condition of the existing infrastructure that will serve the project. All reports and copies of CCTV videos must be submitted to the Public Works Department." XV. Condition No. 82 is hereby amended in its entirety to read as follows: "Before issuance of a first Certificate of Occupancy for any building in the Project Area north of the Union Pacific Railroad right -of -way, the applicant must replace the 15 -inch sewer line located to the north of the project site with an 18 -inch sewer line as depicted on the Phase 1 Utility Layout plan. Before issuance of a first Certificate of Occupancy for any building in the Project Area south of the Union Pacific Railroad right -of -way, the applicant must prepare an analysis of the existing sanitary system on Rosecrans Avenue and calculate additional flow resulting from the proposed development into the existing system. If necessary, upgrade the 12" and 15" diameter downstream sanitary sewer pipes on Rosecrans Avenue from point of connection to Aviation Boulevard." 44386113242164 WATER XVI. Condition No. 94 is hereby amended in its entirety to read as follows: "The applicant must install a loop water distribution system for the Project Area with service connections to each of the water mains in the streets surrounding the project, subject to the review and approval of the Director of Public Works. Before the issuance of each Building Permit in the Project Area, the applicant must submit a construction phasing plan for the water service, which must include, without limitation, how the building which is the subject of the permit will be connected to the looped water distribution system. The looped water system must provide water mains connection to Rosecrans Avenue on the south and Sepulveda Boulevard to the west." XVII. A new Condition 100 is hereby added to the Conditions of Approval to read as follows: "Water meters must be provided for each building by the applicant per City Standard and approved by the City of El Segundo Water Division prior to installation." Except as set forth herein, the Conditions of Approval shall remain in full force and effect. P:1Planning & Building Safety\PROJECTS1751- 7751EA- 768\7008 . 03.04.EA- 768.CC.E- x_D_Amendment —to—Conditions—of—Approval doc 44386%1324216v2 EXHIBIT E ENCUMBRANCES TO WHICH THE RSP 4 DEED OF TRUST MAY BE SUBJECT The RSP 4 Deed of Trust may only be encumbered by the exceptions identified in Section A of Schedule B (Items l through 5), and Section B of Schedule B (Items A, B, and C.1. through C.5), of that certain preliminary title report issued by Commonwealth Land Title Company on November 7, 2007 (Pile No. 06158316 -27). DEFINITIONS Section Additional3.4 Acres .................................. .................................. --...... '--.... . ....................... l-8 Affiliate.................................................................... -..................................... --..................... QJ CEQWkGuidelines ................ .............. ....................................................................................... ]'l7 Cbeono- .... .............................................. - ............................. - ........... - ......................... .l'l3 Chevron Park Place Segment ..................................... _ ................ ........... ............... ............. l'l3 city........................................... ........ ............................................... ............................. Introduction Developer --.---._------------'-_---'_---------_---''---.--.^~..~"~"~" Development A4peeoucot ..................................................................... ........ ............... ......... ........ l'1 First Amendment ___'-- ................................................. Honeywell............................ ...................................... '_--.......................... ...................... .... 1.}3 Honeywell Park Place Segment ......................................... .................................... ...... - ...... --l'l3 LEDSign ............. .......................... .............................. ........................................ ..................... 5'J Member.............................. ............................... ___ ................................... .......... ......... .... ..... 8j Operating Memorandum No. l .................................. ..................... ...... ............................ ........ l'0 Park Place Extension Conditions Precedent ................................ ..................................... ......... DLl ParkPlace Extension ......................................... ........................................................................ l}2 Park Place Extension Fund .................. -................................. .................. '....... .................... l'l3 Park Place Segments.. .............................. -- ....................... .................................................... Ll2 Party/Parties ............................................. ........................... ......................................... Introduction Pb0P................................................................................... ........................ ........ -_.Jutrnduutioo PBSp Assignment_ .......................................... .......... '......... ...................................................... l.5 PBQP' .................................. ...... ............. ......... ... ............................ ..................... l'4 PhaselA ................................... ....... ' ......... ..................................................... ........................ 1'4 PhaselB ........ ...................... ....................... ............................................................................... 1_8 Pbume]B Property ............... ................................ ......................................... .............................. l.0 Property............................................................... ............................ _. ........................... ............... 2 RSP........................................................................... ____ .................................. —'................. l'1 RSP2-'------'--------- -_-.'-.' ....................................................... Introduction 0SG,2 Assignment . ....... —........... ................................. .......... ........... ..................................... l3 RSP2 ............................ ............................................... ............................................... l.] RSP3...................................... -- ....................................... ................. ....... .............. .............. l'4 R0P3Assignment ............. ........................ .................................... - ............ ............................ l,4 RSP4.... '__'-_.--'''--__----........................... ..................................... -''''l'l3 R0P4Deed of Trust ............... . .................................... ........ .................... .................... ............ 8-2 RBP4Property ...................... ................. --............................................................. .............. l.l3 RvvQCB_ .......... _- ........................................ ......... ........................................ ....... ................ 5'l Second Amendment ..................................... - ...................... - .................................... Introduction 75,000 Square Foot Limit .- ........ _- ......... ____ ......................... ........................ ................ 1l() Smaller Tenant Standards .......... . ................... ........... ............................... - ........... ...... ....... }.l0 Union Pacific f0R Park Place Segment ................ .......................................................... ........... 1.13 ZoneText Amendment ...... ............................................ ........................... ....... .............. ......... l.9 pAPlanningmauildinV 1-775\FA-768\2008.030*s�68 �2nd_Arn_1o_DA.uoc 44396\1273112M Definitions-1 MUMS