ORDINANCE 1430ORDINANCE NO. 1430
AN ORDINANCE AMENDING DEVELOPMENT AGREEMENT NO. 03 -01
BETWEEN ROSECRANS- SEPULVEDA 2, LLC, AND ROSECRANS-
SEPULVEDA 3, LLC (PES PARTNERS, 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 July 17, 2007, the City Council approved Environmental Assessment
No. 763 and a Development Agreement amendment DA 07 -02 ( "First
Amendment ") to the original Development Agreement. The amendment
allowed Health Clubs and Fitness Centers, provided such uses did not
exceed 6,500 square feet of floor area;
C. On February 19, 2008, the City Council approved Environmental
Assessment No. 768 for an expansion of Phase 1 of the project (Phase
1 B) and a second Development Agreement amendment DA 07 -03
( "Second Amendment "). This amendment allowed Health /Skin Care uses,
not to exceed two tenants and 3,000 square feet of floor area for each.
The amendment also allowed automobile sales uses with up to 5,000
square feet of floor area;
D. On March 20, 2009, the applicant filed an application for a third
amendment ( "Third Amendment ") to Development Agreement No. 03 -01;
C. The application from PES Partners, 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
-1-
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 May 28, 2009. Thereafter, the Planning Commission adopted
Resolution No. 2655, recommending that the City Council amend
Development Agreement No. 03 -01;
F
On June 16, 2009, the Council held a public hearing and considered
informatio n
testimony,
the
provided by the Planning Commission, City Staff, public
and representatives of the applicant PES Partners, LLC; and
G. This Ordinance and its findings are made based upon the testimony and
evidence presented to the Council at its June 16, 2009, 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. 2655, adopted May 28, 2009, and the facts set forth in the
administrative record including, without limitation, the staff report presented to the City
Council, the proposed Third 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 Third
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.
-2-
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 (31st) day following
its passage and adoption.
-3-
PASSED, APPROVED AND AD ED h
Kelly 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. was duly introduced by said City Council at a regular meeting held on
the 16th day of June 2009, 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 21st day of July, 2009, and the same was so
passed and adopted by the following vote:
AYES: McDowell, Busch, Brann, Fisher, Jacobson
NOES: None
ABSENT: None
ABSTAIN: None
Cindy 1016ftesen, City Clerk
APPR J T F M:
M ' k D. Hensley, qity Attorney
-4-
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
THIRD AMENDMENT TO DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF EL SEGUNDO AND
ROSECRANS - SEPULVEDA PARTNERS, 2, LLC AND
PES PARTNERS, 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 \1273112v18 7/28/2009
TABLE OF CONTENTS
Page
1. Recitals ................................................................................................... ..............................2
2. Amendments to Section 4.1 of the Development Agreement ................ ..............................4
3. Remainder of Development Agreement to Remain in Full Force and Effect ....................22
DEFINITIONS.............................................................................. ............................... EXHIBIT A
44386 \1273112vl8 i 7/28/2009
THIRD AMENDMENT TO DEVELOPMENT AGREEMENT
This Third Amendment to Development Agreement ( "Third 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
day of , 2009. 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 Third Amendment, City and Developer agree as follows:
1. Recitals. This Third 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, 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 Third Amendment, all capitalized terms
used in this Third 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 lA "). 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
Agreement ( "PESP Assignment ") whereby RSP 3 conveyed to PESP, in accordance with the
provisions 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 \127311208 1 7/28/2009
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. V), which
Operating Memorandum No. 1 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. 20072256909.
1.8 As of March 4, 2008, City, RSP 2 and PESP executed a Second
Amendment to Development Agreement (the "Second Amendment ") which Second Amendment
was recorded on March 25, 2008 in the Official Records of Los Angeles County as Instrument
No. 20080507797. For purposes of this Third Amendment, the term "Development Agreement"
shall include the First and Second Amendments.
1.9 The limitations imposed within the Development Agreement were
intended primarily to insure that the Project provide primarily high quality retail uses. Based
upon evolution of the Project and the current economic climate, the Developer believes that the
addition of a very limited square footage of certain service- oriented businesses may provide an
excellent complement to the retail tenant base and, in fact, have and will greatly assist in insuring
the survival of the small tenants who are not destination - oriented. The addition of the proposed
uses within this Third Amendment is consistent with the goal of maintaining a thriving high
quality retail center and with the attendant production of sales tax proceeds to the City. Without
these uses, the Developer believes that the vacancies that currently exist will remain for the
foreseeable future and the boutique tenants will face a greater chance of failure.
1.10 Section 4.1.3 of the Development Agreement prohibits "Fast Food"
restaurants south of the current locations of the Union Pacific Railroad or the Burlington
Northern Santa Fe Railroad lines, in that portion of the Project currently known as "Phase 1B ".
This Third Amendment revises the restriction to be consistent with the restriction imposed upon
Phase 1, to allow Fast Food uses to exist provided that no such uses will be allowed within 150
feet of Sepulveda Boulevard. The original Phase 1 portion of the project contained
approximately 50% of the land area, all of which was located in close proximity to Sepulveda
Boulevard. The project was subsequently expanded to include an additional area of
approximately 4 acres, adjacent to and east of the original acreage. The City was concerned
about a proliferation of fast food establishments adjacent to Sepulveda Boulevard. The revised
Phase 1 and Phase 1B design and the 150 -foot restriction will prevent that from occurring and
the modification will allow the Owners the flexibility required in order to complete the leasing of
the proposed development.
1.11 Section 4.1.4 of the Development Agreement limits the number of banks
in the Project to one, and the number of day spas to one with a minimum floor area of 5,000
square feet. This Third Amendment permits bank, savings and loan and /or credit union uses up
to a maximum total area of 10,000 square feet of floor area, and permits day spa uses limited to a
total of 10,000 square feet of floor area. While banks /savings & loan/credit unions do not
provide direct sales tax proceeds, the ability of the Owners to lease to this type of tenant will
provide a convenience factor for shoppers and, perhaps more importantly, may provide the
44386\127311208 18 2 7/28/2009
Owners the critical mass of leasing required in order to finance the Phase 1B project. The day
spa usage is perhaps of greater importance with respect to drawing the type of customer base that
complements the other retailers.
1.12 Section 4.1.6 of the Development Agreement limits the use of a health
club or fitness center to one, not to exceed 6,500 square feet of leasable floor area. This Third
Amendment permits an additional health club or fitness center, provided the totality of the two
permitted health clubs or fitness center do not exceed 10,000 square feet of floor area. The
Developer believes that this type of usage provides a desirable service to the same customer base
that will shop in the remaining stores.
1.13 Section 4.1.9 is added by this Third Amendment as a clarification that the
retail of new motorcycle and motor scooters is an allowed use. This may provide significant
sales tax in the event such use is implemented.
1.14 Section 4.1.10 is added by this Third Amendment to allow the uses of a
dance instruction and music instruction studio as allowable uses. These uses are intended to be
primarily oriented towards children, and it is anticipated that parents will remain in the center
and shop or dine while lessons are underway. Lessons are typically not offered during the busy
lunchtime period and, as such, parking will not be impacted during that period. Adult classes
may also be offered, but generally during off -peak hours, primarily morning and late afternoon
or evening.
1.15 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 Third Amendment.
1.16 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 Third Amendment has been adopted in conformance with the procedures of the
Development Agreement Statute set forth in Government Code Section 65865, et seq.
1.17 On May 28, 2009, the Planning Commission held a duly noticed public
hearing on this Third Amendment and, at the conclusion thereof, adopted Resolution No. 2655,
recommending to the City Council approval of this Third Amendment.
1.18 On June 16, 2009, the City Council held a duly noticed public hearing on
this Third Amendment and, at the conclusion thereof, introduced Ordinance No. 1430 and on
July 21, 2009, the City Council adopted Ordinance No. 1430 approving this Third Amendment.
Ordinance No. 1430 became effective on August 21, 2009.
2. Amendments to Section 4.1 of the Development Agreement. Section 4.1 of the
Development Agreement is hereby amended to revise Sections 4.1.3, 4.1.4 and 4.1.6 and to add
new Sections 4.1.9 and 4.1.10 to read as follows:
44386 \127311208 3 7/28/2009
"4.1.3 Fast Food Restaurants. Unless such use is incidental to the primary
business of an occupant of a building, "Fast food" restaurants shall not be allowed within
150 feet of Sepulveda Boulevard or within 150 feet of Rosecrans Avenue. "Fast food"
restaurant is defined as "A restaurant where customers purchase food and beverages and
either consume the food and beverages on the premises within a short period of time or
take the food and beverages off the premises. Typical characteristics of a fast food
restaurant include but are not limited to, the purchase of food and beverages at a walk -up
window or counter, no table service by a server, payment for food and beverages prior to
consumption, and the packaging of food and beverages in disposable containers. A
restaurant shall not be considered a fast food or take -out restaurant solely on the basis of
incidental or occasional take -out sales.
"4.1.4 Banks and DaySpas. Bank, savings and loan and /or credit union uses
shall be permitted, provided such uses do not exceed a total of 10,000 square feet of floor
area. Day spas shall be permitted, provided such uses do not exceed a total of 10,000
square feet of floor area."
"4.1.6 Health Clubs and Fitness Centers. No health club or fitness center shall be
permitted except as follows: up to two (2) health clubs or fitness centers shall be
permitted, provided that no such use exceeds 6,500 square feet and the combined square
footage of both does not exceed in total 10,000 square feet of leasable floor area."
"4.1.9 Motorcycle and Motor Scooter Sales. The indoor sale of motorcycles
motor scooters shall be permitted and the sale of related parts and accessories shall only
be permitted as an ancillary use. No outdoor display or storage, and no on site repair or
maintenance shall be permitted in conjunction with the sale of motorcycles or motor
scooters or as a stand alone use."
"4.1.1ODance and Music Instruction Studios. Dance and music instruction
studios and ancillary uses shall be permitted, provided such uses do not exceed a total of
6,000 square feet of floor area."
3. Remainder of Development Agreement to Remain in Full Force and Effect. Except as set
forth in this Third 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 Third Amendment on the
date first above written.
CITY:
44386 \1273112v18 4 7/28/2009
CITY OF
m.
ATTEST
1
Cindy Mor sen
City Clerk
APPROVED AS TO FORM:
By:
Mark D. Hensley, City Attorney
McDowell
[SIGNATURES CONTINUED ON NEXT PAGE]
44386\ 1273112v 18 5 7/28/2009
August 5, 2009
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
On August 4, 2009, 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.
��&Wafl
Cathy D mane, Deputy City Clerk
This page is part of your document - DO NOT DISCARD
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20100414500
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Recorded /Filed in Official Records
Recorder's Office, Los Angeles County,
California
03/26/10 AT 09:04AM
FEES:
0.00
TAXES:
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OTHER:
0.00
PAID:
0.00
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THIS FORM IS NOT TO BE DUPLICATED
RECORDING REQUEST ,BY
WHEN RECORDED MAIL TO:
City of El Segundo
City Clerk's Office
350 Mail Street
El Segundo, CA 90245
TITLE(S)
FOR RECORDER'S USE
THIRD AMENDMENT TO DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF EL SEGUND AND
ROSECRANS- SEPULVEDA PARTNERS, 2 LLC AND PES PARTNERS, LLC (AREA A)
EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE § 6103
3
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
THIRD AMENDMENT TO DEVELOPMENT AGREEMENT
BY AND AMONG
THE CITY OF EL SEGUNDO AND
ROSECRANS - SEPULVEDA PARTNERS, 2, LLC AND
PES PARTNERS, 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 \1273112v18 3/10/2010
TABLE OF CONTENTS
Page
1. Recitals ................................................................................................... ..............................1
2. Amendments to Section 4.1 of the Development Agreement ................ ..............................4
3. Remainder of Development Agreement to Remain in Full Force and Effect ......................4
DEFINITIONS.............................................................................. ............................... EXHIBIT A
44386\ 1273112v 18 i 3/10/2010
0
THIRD AMENDMENT TO DEVELOPMENT AGREEMENT
This Third Amendment to Development Agreement ( "Third 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 2
day of "C)A , 2010. 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 Third Amendment, City and Developer agree as follows:
1. Recitals. This Third 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, 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 Third Amendment, all capitalized terms
used in this Third 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 lA "). 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
Agreement ( "PESP Assignment ") whereby RSP 3 conveyed to PESP, in accordance with the
provisions 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 \1273112vl8 1 3/10/2010
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. 1 "), which
Operating Memorandum No. 1 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. 20072256909.
1.8 As of March 4, 2008, City, RSP 2 and PESP executed a Second
Amendment to Development Agreement (the "Second Amendment ") which Second Amendment
was recorded on March 25, 2008 in the Official Records of Los Angeles County as Instrument
No. 20080507797. For purposes of this Third Amendment, the term "Development Agreement"
shall include the First and Second Amendments.
1.9 The limitations imposed within the Development Agreement were
intended primarily to insure that the Project provide primarily high quality retail uses. Based
upon evolution of the Project and the current economic climate, the Developer believes that the
addition of a very limited square footage of certain service- oriented businesses may provide an
excellent complement to the retail tenant base and, in fact, have and will greatly assist in insuring
the survival of the small tenants who are not destination - oriented. The addition of the proposed
uses within this Third Amendment is consistent with the goal of maintaining a thriving high
quality retail center and with the attendant production of sales tax proceeds to the City. Without
these uses, the Developer believes that the vacancies that currently exist will remain for the
foreseeable future and the boutique tenants will face a greater chance of failure.
1.10 Section 4.1.3 of the Development Agreement prohibits "Fast Food"
restaurants south of the current locations of the Union Pacific Railroad or the Burlington
Northern Santa Fe Railroad lines, in that portion of the Project currently known as "Phase 1 B ".
This Third Amendment revises the restriction to be consistent with the restriction imposed upon
Phase 1, to allow Fast Food uses to exist provided that no such uses will be allowed within 150
feet of Sepulveda Boulevard. The original Phase 1 portion of the project contained
approximately 50% of the land area, all of which was located in close proximity to Sepulveda
Boulevard. The project was subsequently expanded to include an additional area of
approximately 4 acres, adjacent to and east of the original acreage. The City was concerned
about a proliferation of fast food establishments adjacent to Sepulveda Boulevard. The revised
Phase 1 and Phase 1B design and the 150 -foot restriction will prevent that from occurring and
the modification will allow the Owners the flexibility required in order to complete the leasing of
the proposed development.
1.11 Section 4.1.4 of the Development Agreement limits the number of banks
in the Project to one, and the number of day spas to one with a minimum floor area of 5,000
square feet. This Third Amendment permits bank, savings and loan and/or credit union uses up
to a maximum total area of 10,000 square feet of floor area, and permits day spa uses limited to a
total of 10,000 square feet of floor area. While banks /savings & loan/credit unions do not
provide direct sales tax proceeds, the ability of the Owners to lease to this type of tenant will
provide a convenience factor for shoppers and, perhaps more importantly, may provide the
44386 \1273112v18 2 3/10/2010
Owners the critical mass of leasing required in order to finance the Phase 1B project. The day
spa usage is perhaps of greater importance with respect to drawing the type of customer base that
complements the other retailers.
1.12 Section 4.1.6 of the Development Agreement limits the use of a health
club or fitness center to one, not to exceed 6,500 square feet of leasable floor area. This Third
Amendment permits an additional health club or fitness center, provided the totality of the two
permitted health clubs or fitness center do not exceed 10,000 square feet of floor area. The
Developer believes that this type of usage provides a desirable service to the same customer base
that will shop in the remaining stores.
1.13 Section 4.1.9 is added by this Third Amendment as a clarification that the
retail of new motorcycle and motor scooters is an allowed use. This may provide significant
sales tax in the event such use is implemented.
1.14 Section 4.1.10 is added by this Third Amendment to allow the uses of a
dance instruction and music instruction studio as allowable uses. These uses are intended to be
primarily oriented towards children, and it is anticipated that parents will remain in the center
and shop or dine while lessons are underway. Lessons are typically not offered during the busy
lunchtime period and, as such, parking will not be impacted during that period. Adult classes
may also be offered, but generally during off -peak hours, primarily morning and late afternoon
or evening.
1.15 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 Third Amendment.
1.16 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 Third Amendment has been adopted in conformance with the procedures of the
Development Agreement Statute set forth in Government Code Section 65865, et seq.
1.17 On May 28, 2009, the Planning Commission held a duly noticed public
hearing on this Third Amendment and, at the conclusion thereof, adopted Resolution No. 2655,
recommending to the City Council approval of this Third Amendment.
1.18 On June 16, 2009, the City Council held a duly noticed public hearing on
this Third Amendment and, at the conclusion thereof, introduced Ordinance No. 1430 and on
July 21, 2009, the City Council adopted Ordinance No. 1430 approving this Third Amendment.
Ordinance No. 1430 became effective on August 21, 2009.
2. Amendments to Section 4.1 of the Development Agreement. Section 4.1 of the
Development Agreement is hereby amended to revise Sections 4.1.3, 4.1.4 and 4.1.6 and to add
new Sections 4.1.9 and 4.1.10 to read as follows:
44386 \1273112v 18 3 3/10/2010
l
"4.1.3 Fast Food Restaurants. Unless such use is incidental to the primary
business of an occupant of a building, "Fast food" restaurants shall not be allowed within
150 feet of Sepulveda Boulevard or within 150 feet of Rosecrans Avenue. "Fast food"
restaurant is defined as "A restaurant where customers purchase food and beverages and
either consume the food and beverages on the premises within a short period of time or
take the food and beverages off the premises. Typical characteristics of a fast food
restaurant include but are not limited to, the purchase of food and beverages at a walk -up
window or counter, no table service by a server, payment for food and beverages prior to
consumption, and the packaging of food and beverages in disposable containers. A
restaurant shall not be considered a fast food or take -out restaurant solely on the basis of
incidental or occasional take -out sales.
"4.1.4 Banks and DaySpas. Bank, savings and loan and/or credit union uses
shall be permitted, provided such uses do not exceed a total of 10,000 square feet of floor
area. Day spas shall be permitted, provided such uses do not exceed a total of 10,000
square feet of floor area."
"4.1.6 Health Clubs and Fitness Centers. No health club or fitness center shall be
permitted except as follows: up to two (2) health clubs or fitness centers shall be
permitted, provided that no such use exceeds 6,500 square feet and the combined square
footage of both does not exceed in total 10,000 square feet of leasable floor area."
"4.1.9 Motorcycle and Motor Scooter Sales. The indoor sale of motorcycles
motor scooters shall be permitted and the sale of related parts and accessories shall only
be permitted as an ancillary use. No outdoor display or storage, and no on site repair or
maintenance shall be permitted in conjunction with the sale of motorcycles or motor
scooters or as a stand alone use."
"4. L 10Dance and Music Instruction Studios. Dance and music instruction
studios and ancillary uses shall be permitted, provided such uses do not exceed a total of
6,000 square feet of floor area."
3. Remainder of Development Agreement to Remain in Full Force and Effect. Except as set
forth in this Third 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 Third Amendment on the
date first above written.
CITY:
44386 \1273112vl8 4 3/1 0/2010
ATTEST
Cindy Mortesen
City Clerk J
CITY Off' EL SEGUNDO, a municipal corporation
Kelly
Y
Yavrk'YI� Hensley41SNATURES Attorney
CONTINUED ON NEXT PAGE]
44386 \1273112v18 5 3/10/2010
8
March 22, 2010
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
On March 22, 2010, before me, 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.
Cathy Domann, Deputy City Clerk
DEVELOPER
ROSECRANS - SEPULVEDA PARTNERS, 2,
LLC, a Delaware limited liability company
By: CCA Sepulveda, LLC, a California
limited liability company
Its: Managing Mewbg
By:
Name: �-
Its: V !'
By: Z"
Name: r% g, _ (�s)
Its: v�.
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: 0,-& N
Its: V, P,
By:
Name:
Its: Y.P.
44386 \1273112v18 6 3/10/2010
iv
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
On VVVwC k In , 2010 before me, (� �� (here insert name of the
officer), Notary Public, personally appeare - s%ev J6, 1ri c- W r
who proved to me on the basis of satisfactory evidence to be the person(s) whose n e(s) is/are
subscribed to the within instrument and acknowledged to me that heAhe/they executed the same
in hisf feT their authorized capacity(ies), and that by hisfker/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.
A D.
EM
Commieeion + Signature of Notary Public
� y 3tjM
E4 los Angeles County
fiAyComm. Expires Mar 27, 2010
[Seal]
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
On 120 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]
44386 \1273112v18 7 3/10/2010
1�
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
On 520 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 , 20 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]
44386 \1273112v18 8 3/10/2010
l�
EXHIBIT "A"
DEFINITIONS
Section
CEQAGuidelines
............................... 1.16
.......................................................................................
City ............................................................ ...............................
................... ...................Introduction
Developer..................................................................... ...............................
...................Introduction
DevelopmentAgreement ..............................................................................
............................... 1.1
FirstAmendment .........................................................................................
............................... 1.7
OperatingMemorandum No. 1 .....................................................................
............................... 1.6
Party/Parties ................................................................. ...............................
...................Introduction
PESP............................................................................ ...............................
...................Introduction
PESPAssignment .........................................................................................
............................... 1.5
PESP Property
1.4
Phase1 A ......................................................................................................
...............................
Phase1B ........................................................................................................
............................... 1.8
Phase1B Property .........................................................................................
............................... 1.8
RSP...............................................................................................................
............................... 1.1
RSP2 ........................................................................... ...............................
...................Introduction
RSP2 Assignment ........................................................................................
............................... 1.3
RSP 2 Property
................... 1.3
RSP3 ............................................................................................................
............................... 1.4
RSP3 Assignment ........................................................................................
............................... 1.4
SecondAmendment ......................................................................................
............................... 1.8
ThirdAmendment ........................................................ ...............................
...................Introduction
44386 \1273112v18 Definitions -1 3/10/2010