ORDINANCE 1446ORDINANCE NO. 1446
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,
AND AMENDING EL SEGUNDO MUNICIPAL CODE ( "ESMC ") C-4
(COMMERCIAL CENTER) ZONE REGULATIONS.
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 February 19, 2010, the applicant filed an application for a Fourth
amendment ( "Fourth 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
City's Environmental Guidelines (City Council Resolution No. 3805,
adopted March 16, 1993);
E. The Planning and Building Safety Department completed its review and
scheduled a public hearing regarding the application before the Planning
Commission for June 10, 2010;
F. The Planning Commission held a public hearing regarding the application
on June 10, 2010. Thereafter, the Planning Commission adopted
Resolution No. 2676, recommending that the City Council amend
Development Agreement No. 03 -01;
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G. On August 3, 2010, the Council held a public hearing and considered the
information provided by the Planning Commission, City Staff, public
testimony, and representatives of the applicant PES Partners, LLC; and
H. This Ordinance and its findings are made based upon the testimony and
evidence presented to the Council at its August 3, 2010, 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. 2676, adopted June 10, 2010, which are incorporated by
this reference, and the facts set forth in the administrative record including, without
limitation, the staff report presented to the City Council, the proposed Fourth
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.
Additionally, the El Segundo City Council adopted an Addendum to the FEIR and re-
adopted a Statement of Overriding Considerations as Section 5 of City Council
Resolution No. 4542 on February 19, 2008. 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 Fourth 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: El Segundo Municipal Code ( "ESMC ") § 15 -5G -2 is amended to read as
follows:
"PERMITTED USES: The following uses are permitted in the C -4 zone:
A. Fitness centers (indoor only).
B. General offices not exceeding five thousand (5,000) square feet.
C. Medical and dental offices, not to exceed 5,000 square feet.
D. Pet supplies and services, including veterinary services.
E. Restaurants and cafes.
-2-
F. Retail and 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."
SECTION 5: ESMC § 15 -5G -5 is amended to read as follows:
"USES SUBJECT TO CONDITIONAL USE PERMIT: The following uses are
allowed subject to obtaining a conditional use permit, as provided by chapter 23 of this
title:
A. On site sale and consumption of alcohol at bars.
B. Video arcades with four (4) or more video or arcade machines.
C. Automobile sales and service centers, not to exceed 70,000 square feet.
D. Other similar uses approved by the director of planning and building safety, as
provided by chapter 22 of this title."
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.
-3-
SECTION 9: This Ordinance will become effective on the thirty -first (31 st) day following
its passage and adoption.
PASSED AND ADOPTED this 17th day of August, 2010.
Eric Busch, Mayor
ATTEST:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
I, Cindy Mortesen, City Clerk of the City of El Segundo, California, do hereby certify that
the whole number of members of the City Council of said City is five; that the foregoing
Ordinance No. 1446 was duly introduced by said City Council at a regular meeting held
on the 3rd day of August, 2010, and was duly passed and adopted by said City Council,
approved and signed by the Mayor, and attested to by the City Clerk, all at a regular
meeting of said Council held on the 17th day of August, 2010, and the same was so
passed and adopted by the following vote:
AYES: Busch, Fisher, Brann, Fuentes, Jacobson
NOES: None
ABSENT: None
ABSTAIN' None
Cindy Morteon, City Clerk
APPROV T�ORM:
MARK F4, S{_ , City Attorney
Berger/Assistant City Attorney
I
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A
E411308
This page is part of your document - DO NOT DISCARD
�a
20101433737
Pages: �I 0012
Recorded /Filed in Official Records
Recorder's Office, Los Angeles County,
California
10/07/10 AT 10:11AM
FEES:
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THIS FORM IS NOT TO BE DUPLICATED
IWBI�W�R�II���B�A�NAEB
RECORDING REQUEST BY
WHEN RECORDED MAIL TO:
City of El Segundo
City Clerk's Office
350 Mail Street
El Segundo, CA 90245
TITLE(S)
G41 ,I
RESERVED FOR RECORDER'S USE
FOURTH AMENDMENT TO DVELOPMENT AGREEMENT BY AND AMONG THE CITY OF EL SEGUNDO
AND ROSECRANS- SEPULVEDA PARTNERS, 2, LLC AND PES PARTNERS, LLC (AREA A)
EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE § 6103
G
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
FOURTH 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
ALI. PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT
CODE §65868.5
44386\1273112v 18 8/19/2010
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TABLE OF CONTENTS
Page
1. Recitals ................................................................................................... ..............................1
2. Amendments to Section 4.1 of the Development Agreement ................ ..............................3
3. Remainder of Development Agreement to Remain in Full Force and Effect ......................3
DEFINITIONS.............................................................................. ............................... EXHIBIT A
44386 \1273112v18 i 8/19/2010
FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT
This Fourth Amendment to Development Agreement ( "Fourth 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 17th
day of August , 2010. RSP 2 and PESP are collectively referred to as "Developer." City and
Developer are individually referred to as "Party" and collectively as "Parties." In consideration
of the mutual covenants and agreements contained in this Fourth Amendment, City and
Developer agree as follows:
1. Recitals. This Fourth 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 16,
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 Fourth Amendment, all capitalized terms
used in this Fourth Amendment have the same definitions as 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 1 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
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\1 273112v 18 1 8/19/2010
b
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 I,os Angeles County as Instrument No. 2007
2256909.
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 As of July 21, 2009, City, RSP 2 and PESP executed a Third Amendment
to Development Agreement (the "Third Amendment ") which Third Amendment was recorded on
March 26, 2010 in the Official Records of Los Angeles County as Instrument No. 20100414500
For purposes of this Fourth Amendment, the term "Development Agreement" shall include the
First, Second, and Third Amendments.
1.10 The limitations imposed within the Development Agreement were
primarily intended to ensure that the Project remain principally retail in nature and to prevent
significant competition with the business in downtown El Segundo. As the Project has evolved,
the Developer realized that certain service - oriented businesses provide an excellent complement
to the retail tenant base and, in fact, have and will greatly assisted in insuring the survival of the
small tenants who are not destination - oriented. The addition of the proposed uses within this
Fourth Amendment are consistent with the goal of maintaining a thriving retail center with
minimal vacancies 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.
1.11 Section 4. 1.11 is added by this Fourth Amendment to allow the use of a
certified farmer's market. The use is intended to be primarily the sale of retail goods such as but
not limited to produce, baked goods, dairy products, flowers and other food and retail items
direct to consumers from farmers and other vendors. A musician may be present, with amplified
sound, to enhance the shopping experience at the farmer's market. The market will typically
operate one day per week from 8 a.m. — 3 p.m., with set up between 7 a.m. — 8 a.m. and clean up
between 3 p.m. -4 p.m., and will typically occupy one row of parking spaces in Phase 1. Traffic
studies have shown that this use will not have a negative impact on the access or parking
availability during the farmer's market operation.
1.12 Section 4.1.12 is added by this Fourth Amendment to allow the uses of
medical and dental offices and ancillary uses on a limited basis, in Phase 1.
44386 \1273112v18 2 8/19/2010
34, f; 5C�
1.13 Section 4.1.13 is added by this Fourth Amendment to allow the use of an
automobile sales and service center. This use is intended to allow the sale of new vehicles, used
vehicles, vehicle parts (including but not limited to tires) and accessories directly to consumers,
and including a storage lot and showroom, as well as a full service vehicle maintenance and
repair center in Phase 1 B, subject to the issuance of a Conditional Use Permit by the City of El
Segundo.
1.14 The City Council determined that none of the elements set forth in Public
Resources Code § 21166 or CEQA Guidelines § 15162 ( "CEQA Guidelines ") exist.
Accordingly, the City Council finds, in accordance with Public Resources Code § 21166 or
CEQA Guidelines § 15162 ( "CEQA Guidelines, that no subsequent or supplemental
Environmental Impact Report or Mitigated Negative Declaration is required to be prepared
before adopting the Ordinance approving this Fourth Amendment.
1.15 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 found that this
Fourth Amendment has been adopted in conformance with the procedures of the Development
Agreement Statute set forth in Government Code §§ 65865, et seq.
1.16 On June 10, 2010, the Planning Commission held a duly noticed public
hearing on this Fourth Amendment and, at the conclusion thereof, adopted Resolution No. 2676,
recommending to the City Council approval of this Fourth Amendment.
1.17 On July 20, 2010 and subsequently on August 3, 2010, the City Council
held a duly noticed public hearing on this Fourth Amendment and, at the conclusion thereof.
introduced Ordinance No. 1446 and on August 17, 2010, the City Council adopted Ordinance
No. 1446 approving this Fourth Amendment. Ordinance No. 1446 became effective on
September 17, 2010.
2. Amendments to Section 4.1 of the Development Agreement. Section 4.1 of the
Development Agreement is amended to add new Sections 4.1.11, 4.1.12, 4.1.13 and 4.1.14 to
read as follows:
"4.1.11 Farmer's Market. A certified Farmer's Market, at which farmers and other vendors sell
produce, baked goods, dairy products and other food and retail goods directly to consumers, is
permitted to operate in the parking lot of Phase 1. A musician may be present, with amplified
sound. The market will typically operate one day per week (Wednesday) from 8 a.m. — 3 p.m.,
with set -up between 7 a.m. -8 a.m. and clean-up between 3 p.m. -4 p.m. A site plan that includes
the location of the Farmer's Market must be reviewed and approved to the satisfaction of the
Director of Planning and Building Safety. "
"4.1.12 Medical and Dental Office. Medical and dental offices and ancillary uses are permitted,
provided such uses do not exceed a total of 5,000 square feet of floor area."
44386\ 12731 l2v 18 3 8/19/2010
5
"4.1.13 Automobile Dealership and Service Center. An automobile dealership which sells new
vehicles, used vehicles, vehicle parts (including tires) and accessories directly to consumers, and
including a storage lot and showroom, as well as an full service vehicle maintenance and repair
center, is an allowable use in Phase 1 B subject to a valid Conditional Use Permit issued by the
City, provided such use does not exceed a total building area of 70,000 square feet."
"4.1.14 Parking. The total number of parking spaces provided on an individual parcel need not
comply with the El Segundo Municipal Code, provided that the total number of parking spaces
within the entire Plaza El Segundo Phase 1 Shopping Center conform to the El Segundo
Municipal Code and provided that such parking spaces are remain collectively available and
accessible to all tenants of the Plaza El Segundo Phase 1 Shopping Center and their customers,
employees and invitees."
Remainder of Development Agreement to Remain in Full Force and EffectExcept
as set forth in this Fourth 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 Fourth Amendment on the
date first above written.
CITY:
CITY OF EL SEGUNDO, a municipal corporation
By:
Eric Busch, Mayor
ATTEST
Cindy Mo sen
City Clerk
APPROVED AS TO FORM:
L,,- ,- Mai c W Hensley, City Attorney
[SIGNATURES CONTINUED ON NEXT PAGE]
44386\1 273112v) 8 4 8/192010
7 i
3J5. Gr
6
DEVELOPER
ROSECRANS - SEPULVEDA PARTNERS, 2,
I,LC, a Delaware limited liability company
By: CCA Sepulveda, LLC, a California
limited liability company
Its: Managing Member
By:
Name. a S r2
Its:
By: L—
Name: 43r-i .,
Its: VJ! _
YES PARTNERS, LLC,
a Delaware limited liability company
By: Rosecrans- Sepulveda Partners 3, I,LC,
a Delaware limited liability company
Its: Sole Member
By: CCA Sepulveda, LLC
a California limited liability
company
Its: Managing Member
By:_
Name:2314.v / r L Gil a A
Its: V, , /?
By:
Name:
Its:
44386\1273112v 18 5 8/19/2010
5 U
STATE OF CALIFORNIA
ss:
COUNTY OF LOS ANGELES )
Pub <<C t
On �- 3- (y , 2010 before me, un�y �(here insert name of the
officer), Notary Public, personally appeared c�n�e_� roSSr`r ,
who proved to me on the basis of satisfactory evidence to be the person(4) whose name(& -) is /am
subscribed to the within instrument and acknowledged to me that he /shelthey executed the same
in his/herA i authorized capacity(-iee , and that by his /hen4eir signature(&) on the instrument
the person( t, or the entity upon behalf of which the person(8j 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.
EGO
Signature f Notary Public
R +1/f1I�
�Lsr�AMIN� C�wq►
[Seal]
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
On � �-r. �3 , 2010 before me
c-ip AA F..��+; �-1� (here insert name of the
offs er), Notary Public, personally appeared t z tJ . I, I"Ag1 -iI
who proved to me on the basis of satisfactory evidence to be the person(a)'whose name(y) is /axe-
subscribed to the within instrument and acknowledged to me that he /sire /jey executed the same
in his1iW11Wauthorized capacity(ie< and that by his /bet /theifsignature(sl"on the instrument
the person(k1or 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. ?
�' nat e of Notafy P
MOfM f. NaLN _
Now w^Malon c � - ctabqn�owb t o
[Se ialmycomme""84PI&MI
44386 \1273112v18 6 8/1912010
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
On , 2010 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 , 2010 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\1273112v 18 7 8/19/2010
EXHIBIT "A"
DEFINITIONS
3 4:0 5 �r.i
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
PESPProperty ............................................................................................... ...............................
1.4
Phase1 A ....................................................................................................... ...............................
1.4
Phase1 B ........................................................................................................ ...............................
1.8
Phase1 B Property ......................................................................................... ...............................
1.8
RSP............................................................................................................... ...............................
1.1
RSP2 ........................................................................... ............................... ...................Introduction
RSP2 Assignment ........................................................................................ ...............................
1.3
RSP2 Property .............................................................................................. ...............................
1.3
RSP3 ............................................................................................................ ...............................
1.4
RSP3 Assignment ........................................................................................ ...............................
1.4
SecondAmendment ...................................................................................... ...............................
1.8
"Third Amendment ........................................................ ............................... ...................Introduction
44386\1273112v18 Definitions -1 8/19/2010