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2001 DEC 18 CC PACKET - 2D. BACKGROUND AND SETTING The Specific Plan area was previously utilized by Rockwell International from 1953 to 1990 to manufacture metals and composite aircraft parts During the time that Rockwell International occupied the site, numerous buildings and underground storage tanks existed on the site Rockwell International concluded demolition activities in 1992 During demolition, remediation activities were conducted on the Specific Plan site, including the closure and removal of all underground storage tanks In January of 1997, the California Environmental Protection Agency ("Cal/EPA ") determined that no significant health, safety, or hazard risk remains on the property Currently, the Specific Plan area is relatively level, underdeveloped land that contains native and non - native vegetation The MTA Green Line commuter rail encroaches upon the northwest comer of the site in an air -nghts easement Before the adoption of the Corporate Campus Specific Plan, the area was designated by the El Segundo General Plan Land Use Element as being located within the Urban Mixed -Use North ( "MU -N ") Zone In addition, the El Segundo Multimedia Overlay ( "MMO ") Zone was adopted on April 20, 1999, that includes additional zoning criteria for the site The Corporate Campus Specific Plan includes uses that are consistent with both the above - mentioned designations. E. POTENTIAL CHANGES El Segundo has been steadily moving away from heavy industrial and manufacturing uses towards more diversified commercial and professional uses With the exception of long - standing uses like the Chevron Refinery and the Honeywell and Air Products Chemical Plants, most heavy industrial uses have relocated from the city The aerospace industry has also branched into many commercial enterprises as well During the 1990's, El Segundo attracted a spectrum of new economy companies such as DirecTV, Sun Microsystems Infonet, Exodus Commumcations and the professional services that support them Both Douglas and Nash Streets, identified by the City of El Segundo Circulation Element as secondary arterial roadways, run north and south on either side of the Specific Plan area Nash and Douglas Streets currently operate as one -way streets, Nash Street carries traffic south, and Douglas takes traffic north However, the City of El Segundo is contemplating an amendment to its Circulation Element that may result in both Nash and Douglas Streets being returned to two -way traffic The design of the Specific Plan takes into account the possibility of two -way traffic on these roadways Cin of El Segundo Page 10 December 11, 201 III. POLICIES AND GUIDELINES The Corporate Campus Specific Plan consists of a mixed -use development program that would accommodate a range of uses, heights, and building square footages The Specific Plan area is designed to accommodate up to approximately 2,175,000 gross square feet (approximately 2.000,000 net square feet) of buildings and associated parking on approximately 46 5 acres of land Uses may include (but are not limited to) office, research and development, light industrial /manufacturing, laboratories, restaurants, technology related telecommunications and web hosting facilities. hotellconference center with appurtenant restaurant, retail, service, recreational, and public service uses There are a variety of options and site plan configurations that may ultimately be developed within the overall Specific Plan area. Because of the potential for technology related telecommunications and web hosting facilities, the Specific Plan area could include an on -site electrical substation and/or a 15- megawatt, electrical co- generation facility. If necessary, these facilities would be designed to meet the requirements of the utility provider and would be located and screened in a manner so as to preclude its visibility outside the boundaries of the Specific Plan area. The Specific Plan may also include a fire station site, approximately 1.0 -acre (43,560 site square feet) in size. The location of the fire station would be mutually agreed to between applicant and the City of El Segundo. The following policies and guidelines are intended to supplement the existing City of El Segundo General Plan Where this plan proposes inconsistencies with the General Plan or Zoning Code, the Specific Plan shalt prevail. A. ECONOMIC DEVELOPMENT The City of El Segundo is an employment -led community El Segundo's development has been led by employment rather than housing growth The development proposed in the Corporate Campus Specific Plan area should serve the mission of economic development in the City This mission is to create, maintain, and implement a business climate that fosters a strong economic community, develop a strategic plan that will result in business retention and attraction, provide an effective level of City services to all elements of the community, and maintain the quality of life that has characterized El Segundo for more than seven decades Development proposed in the Specific Plan area will be a positive contribution to the maintenance and expansion of El Segundo's economic base Permitted uses within the Specific Plan area will create fob opportunities and seek balance between growth, local resources, and infrastructure capacity B. LAND USE Development in the Corporate Campus Specific Plan area is compatible with adjacent uses Before the adoption of the Specific Plan, the Urban Mixed -Use North Zone (MU -N) and Multi -Media Cin of El Segundo Page 11 December 11, 2001 202 Overlay Zene rDlt[rlct applied to the subject site Notwithstanding the City's Multimedia Overla} (MMO) District which permits 15 million square feet of multimedia and support uses in addition to existing and/or future uses on properties east of Sepulveda Boulevard, the maximum development within the Specific Plan is limited to 2 175 million gross square feet and an FAR of 0 99 1 The Corporate Campus Specific Plan area envisions hotel/conference center, office (including general office, government office. medical- dental office, and multimedia- related office), retail, light industrial, research and development, a fire station, and recreational uses as such uses are defined in the El Segundo Municipal Code The Specific Plan may also include technology, web hosting, and telecommunications uses, defined collectively as follows "Buildings devoted to the installation and operation of sophisticated telecommunications and computer equipment, including telecommunication and computer switches, servers, antenna and other related equipment needed to provide telecommunications and Internet service and otherwise transmit, receive, monitor, process and/or interact with any and al] types of information, data and/or signals (including without limitation, through cellular, microwave, satellite and other wireless based methods, and telephone, cable, optic and other conduit based methods) up to twenty -four hours per day. While the buildings will be devoted primarily to the installation and operation of such equipment, a portion of the buildings may be devoted to the ancillary administrative, technical, and sales offices associated with, and servicing such, telecommunications and computer equipment" The Specific Plan area was rezoned from the current Urban Mixed -Use North (MU -N) to Corporate Campus Specific Plan (CCSP). This is based on the following findings- 1 The Specific Plan designation is intended to provide more flexibility for the development of a master - planned corporate campus that will be constructed in several phases. 2 The primary objective of the Specific Plan is to provide for superior, more comprehensive, site planning of the property 3 The Specific Plan lowers the overall permitted Floor Area Ratio (FAR) of the site 4 Uses permitted within the Corporate Campus Specific Plan are consistent with prior zoning and compatible with adjacent uses. 5 The Specific Plan is consistent with all applicable elements of the El Segundo General Plan C. CIRCULATION The Specific Plan area is accessible from Atwood Way, Nash Street, Manposa Avenue, and Douglas Street which all have sufficient capacity to carry the amount of traffic anticipated to be generated from the developed site Cin of El Segundo Page 12 December 11, 2001 203 Circulation within the Specific Plan area will be designed to accommodate the potential conversion of Nash and Douglas Streets to two -way traffic Development within the Specific Plan area will have sufficient parking in close proximity to building entrances A clear circulation pattern for traffic will be provided within each area with direct vehicle access to parking structures, surface parking, and subterranean parking Access to visitor parking is to be at -grade and clearly visible All parking necessary for new development shall be accommodated within the Specific Plan area N Off o _i ,. tin he pFoN,ided _ in the c etfie.12 o„ a _� flhef Ofe R.No parking will be permitted on the roadways within the Specific Plan 4 Development within the Specific Plan will facilitate and promote usage of the Metro Green Line The Manposa -Nash Street station lies diagonally across the street from the Specific Plan site 5 The Specific Plan is expected to effectively limit vehicle trips generated in the area by promoting a wide variety of uses and on -site amenities that allow multiple tasks to be completed without leaving the site 6 A Transportation Management Plan, that identifies trip reduction methods in accordance with the guidelines set forth in Chapter 15 -17 and Chapter 15 -18 of the El Segundo Municipal Code, will be prepared for development within the Specific Plan 7 An efficient, internal roadway system will be provided to facilitate on -site circulation 8 Public access to the Specific Plan area shall be from Atwood Way, Nash Street, Manposa Avenue, and Douglas Street 9 New development shall be designed to accommodate access for emergency vehicles 10 Development within the Specific Plan area will provide access and facilities for various modes of transit 11 The Specific Plan will provide pedestrian and handicap access between buildings and the nearby MTA Green Line station D. AESTHETIC The Corporate Campus Specific Plan area is situated in the northeast portion of the City, just south of the I -105 interchange with Nash Street, a gateway location. The design and quality of new development is directly related to the image of the City, can positively affect property values to the adjacent areas, and beneficially contribute to the quality of life in the community 1 New development in the Specific Plan area shall provide adequate landscaping and enhance view sheds from adjacent properties Major activity centers within the Specific Plan area shall be located to minimize impacts on neighboring properties. Such aesthetic- related impacts to be avoided may include views, noise, light, and glare. 2 The Specific Plan is designed to provide potential tenants with office and work place Can of El Segundo Page 13 December 11, 2001 204 structures constructed of materials that are characteristic of the overall "high- tech" design. utilizing glass, steel, and textured surfaces such as concrete New development shall provide consistent design quality throughout the premise- Specific Plan area This may include consistent architecture treatments and use of materials 4 New development shall provide landscape treatments The Specific Plan will provide pedestrian linkages between buildings and to key elements in the surrounding area E. LANDSCAPING Landscaping is a critical criterion when evaluating development proposals in the Corporate Campus Specific Plan area This section will ensure that adequate landscaping area and permanent maintenance is provided for all new development This mandate is also in accordance with the City's requirements to landscape commercial and industrial areas. The Specific Plan area will utilize soft planting materials and hardscape, including rock, brick, or concrete, in between buildings and around the site's perimeter Landscaping within the new development shall soften and buffer the edge of the property from the adjacent uses, as well as public rights -of -way, to ensure the following conditions a Reduction of visual impacts from the developed site b Maintenance of visual security around buildings and between adjacent uses by optimizing development configuration c Repetition of certain details, with variations, to link buildings into a cohesive design. d Reduction of the heat gain of parking lots by providing shaded parking e Encouraging the use of drought tolerant plant material and water conserving- landscape and irrigation systems f Accommodation of walkways with treatments such as rest areas, landscape buffers, courts, or canopies accented with street furnishings and pedestrian-scale lighting. F. PUBLIC SAFETY In an effort to ensure the safety of employees and visitors to the Corporate Campus Specific Plan, the following strategies shall be incorporated into site development Lighting shall be adequate throughout the Specific Plan area and shielded to minimize off - site illumination 2 The site design and operation shall comply with fire and police safety policies with regard to site layout, building configurations, and infrastructure requirements Cm of El Segundo Page 14 December 11, 205 Development within the Specific Plan will likely include private, on -site security or a private security patrol G. SIGNAGE The purpose of this section is to encourage the effective use of signs within the Specific Plan area to provide the following A means of communication in the City Maintenance and enhancement of the aesthetic environment while preserving the ability to attract sources of econorruc development and growth Support of signs that are integrated with and harmonious in size, design, style, material, and aesthetic appearance to the buildings and sites that they occupy and surround Improvement of pedestrian and traffic safety Limitation of the possible adverse effect of signs on nearby public and private property The signage in the Specific Plan area shall reinforce the umformity of standard components in the City of El Segundo Cin of El Segundo Page 15 December ll, 2O b IV. ADMINISTRATION A. INTRODUCTION The Corporate Campus Specific Plan shall be administrated in accordance with the Cn) of El Segundo Municipal Code, except as noted herein B. SPECIFIC PLAN ADMINISTRATION 1 Administrative Determinations Administrative Detemunauons shall comply with Section 15 -22 -2 of the El Segundo Municipal Code and/or Development Agreement 01 -1 2 Land Use Determinations The Director of Community, Economic, and Development Services may grant administrative determinations related to uses in accordance with Development Agreement 01 -1 and/or Section 15- 22-2 of the El Segundo Municipal Code. 3 Development Standards Detemunations The Director of Community, Economic, and Development Services may grant adrnimstrative determinations related to development standards in accordance with Development Agreement 01 -1 The Director of Community, Econormc, and Development Services may grant administrative relief of up to 10% of any development standard that would not materially alter the intent of this Specific Plan The followme items shall not be subiect to 109r administrative relief (a) Anv decrease in the required budding setbacks as set forth in Section V F 4 below, (b) Anv increase in the total developable square footage of the entire Specific Plan in excess of the maximum FAR allowed under the Specific Plan. (c ) Any increase in height of buildmgs or structures on the Property above 175 feet. (d} Anv increase to the maximum amount of office uses in the Specific Plan area to more than 80% of the total overall cross square footage constructed. (e) Any decrease of the minimum amount of Non- Office uses. as defined in Section V F 11c below, to less than 209r of the total overall gross square footage constructed. Cin of El Segundo Page 16 December 11, 2001 2D7 (f) Am, increase in the maximum number of A M and P M peak hour vehicle trips for the Specific Plan as specified in Section V F 9a heloN, unless a subsequent traffic report has been prepared to the reasonable satisfaction of the Cu% s C E D.S Director that idennfie,, potential impacts and proposes feasible mmgauon measure~ to muigate such impact. dnd otherwise compiles \kith CEOA• lgl Am change in use to a use which is not permitted under the Specific Plan. (h) Anv material modification to the developer's obhgauon to dedicate the Fire Station site to the Cm. or sell the park site to the Cm as pmt ided in Development Agreement 01 -1, (u Anv material variation in the phaaf of Non -Office uses as pro%ided in Section k F I lb below C. CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE The Corporate Campus Specific Plan and related entitlements were approved in accordance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines (Guidelines), and City policies adopted to implement the CEQA and the Guidelines. An Environmental Impact Report has been prepared and certified by the City of El Segundo which establishes the development thresholds shown in Table 1 below TABLE 1: CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE EM PROJECT GROSS FLOOR AREA Office 2,000,000 square feet All other Permitted Uses, Permitted Accessory Uses, and uses subject to an Administrative Use Permit (AUP) and/or a 550,000 square feet Conditional Use Permit (CUP), allowed by the Corporate Campus Specific Plan SPECIFIC PLAN GROSS FLOOR AREA Office 1,740,000 square feet All other Permitted Uses, Permitted Accessory Uses, and uses subject to an Administrative Use Permit (AUP) and/or a Conditional Use Permit (CUP), allowed by the Corporate 435,000 square feet Campus Specific Plan The CEQA clearance indicated above analyzes the effects of 2,550,000 gross square feet of development originally envisioned by the project. However, the onginally- proposed project has since been reduced Therefore, the gross square footages perntted by the Specific Plan are 1,740,000 gross square feet for all office uses and 435,000 gross square feet for all other uses identified by this Specific Plan as Permitted Uses, Permitted Accessory Uses, and uses subject to an Adrrumstranve Use Permtt (AUP) and/or a Conditional Use Permmt (CUP) Cin of £1 Segundo Page 17 December 11, 2001 2 D 8 V. DEVELOPMENT STANDARDS A. PERMITTED USES 1 Business service establishments such as electronic computer facilities, web hosting, technology- related telecommunications intemet data centers, intemet service exchanges, and intemet service providers (as such uses are defined on Page 12 of this Specific Plan) 2 Commissary 3 Craft shops and rentals 4 General offices of commercial, financial, or industrial establishments 5 Engineering, industrial design, consultation and other offices 6 Financial institutions 7 Fire stations and other public uses 8 Hotels and motels 9 Light industrial/manufacturing 10 Medical-dental offices or facilities 11 Movie and entertainment facilities 12 Multimedia archive facilities 13 Mulamedia related office and post - production facilities 14 Picture equipment sales. 15 Public and private utilities, including co- generation and substation facilities 16 Recreational facilities (public and commercial) 17 Restaurants, coffee shops and cafes 18 Retail sales and services (excluding off -site alcohol sales) and wholesale sales 19 Scientific research and experimental development laboratories 20 Special effects studios 21 Studio /sound stage(s) and other support facilities 22 Theaters and performance space 23 Trade union halls, clubs, including service clubs, veterans' organizations, lodges and similar nonprofit organizations 24 Other sinular uses approved by the Director of Community, Economic, and Development Services, as provided in Section IV B of this Specific Plan. C1n of Et Segundo Page 18 December Il, 2001 B. PERMITTED ACCESSORY USES 1 Drive- through or walk -up services related to financial operations 2 Employee recreational facilities and play area 3 Parking structures and surface parking lots 4 Any use customarily incidental to a permitted use 5 Other similar uses approved by the Director of Community. Economic, and Development Services C. USES SUBJECT TO AN ADMINISTRATIVE USE PERMIT 1 The on -site sale and consumption of alcohol at restaurants, coffee shops, delicatessens, ar+d -cafes and hotels 2 The off -site sale of alcohol at retail establishments 3 Video arcades with three or fewer video or arcade machines 4 Other similar uses approved by the Director of Community, Economic, and Development Services, as provided in Section 1V B of this Specific Plan D. USES SUBJECT TO A CONDITIONAL USE PERMIT 1 Helicopter landing facilities subject to the provisions of Section 15 -2 -13 of the El Segundo Municipal Code, 2 On -site sale and consumption of alcohol at bars 3 Outdoor dining, exempting outdoor dining at restaurants where outdoor dining comprises 20% or less of the total dining area of the restaurant. 4 Commercial parking facilities, including park and ride lots 5 Service stations 6 Video arcades with four or more video or arcade machines. 7 Other similar uses approved by the Director of Community, Economic, and Development Services, as provided in Section N B of this Specific Plan. E. PROHIBITED USES 1 All u%es that are not permitted or conditionally permitted in the Specific Plan area 41•-2 All uses that are involved with the transfer and storage of waste material 2-3 Residential uses Drive- through restaurants Cin of El Segundo Page 19 December 11, 2001 % 11 Q 4-5 Freight forwarding, freight sort freight transfer, freight terminals, freight yards sort and distribution facilities, son, disiribunon or express operations facilities, warehouse and distribution facilities, and other sirrular uses F. DEVELOPMENT STANDARDS The Corporate Campus Specific Plan Development Standards apply to all uses in the Plan area Where the Specific Plan does not state, new development shall comply with the applicable sections of the El Segundo Municipal Code Otherwise, the requirements set forth herein shall provide the primary development guidelines for the Specific Plan area 1 General Provisions All uses are subject to adrmnistrative site plan review to assure design compatibility and adequate access b. All uses shall comply with the provisions of the El Segundo Municipal Code, except as otherwise set forth herein All uses shall be conducted wholly within an enclosed building except 2 Lot Area 3 Height Cin of El i Electrical distribution stations ii Outdoor restaurants and cafes incidental to the permitted use, provided they comply with the provisions of Section 15 -2 -16 of the El Segundo Municipal Code. ui Recreational facilities customarily conducted in the open iv Outdoor recreation associated with davcare facilities i Special uses, to the degree a conditional use permit granting such special uses expressly permits operation in other than a fully enclosed building The minimum lot area shall be 10,000 gross square feet Buildings and structures within the Specific Plan area shall not exceed 175 feet in height Structures shall not interfere with the operation of the MTA Green Line Page 10 December 11, 1001 211 4 Setbacks Buildings within the Specific Plan shall be setback a minimum of fifteen feet from the adjoining public rights -of -way of Nash Street. Atwood Way. Douglas Street. and Manposa Avenue b Building setbacks within the interior of the Specific Plan shall be a minimum of five feet from each lot line, except for buildings adjacent to private streetshntemal roadways, in which case setbacks will be fifteen feet from curb face Actual required setbacks may vary depending on Uniform Building Code requirements that relate to type and height of structure The following intrusions are permitted to project into a setback 1. Architectural landscape features, such as fountains, arbors, trellises, pergolas, colonnades, statuary, and other similar features, as well as works of art which also do not contain floor area; or a roof or side walls consisting of greater than 20% component solid portions 2 Cornices, belt courses, sills, eaves or similar architectural features 3 Planting boxes or masonry planters 4 Guard railing for safety protection around ramps. 5 Mechanical equipment and housing 6 Bay or greenhouse windows 5 Lot Frontage A nummum of 100 feet of frontage shall be provided on a public street, private street, or private driveway 6 Gross and Net Floor Area Net floor area consists of the area of all floors or levels included within the exterior surrounding walls of a building or structure Space devoted to the following shall not be included when determining the total net floor area within a building or structure Elevator shafts, 2 Stairwells, Courts or atriums uncovered and open to the sky, Qri of El Segundo December 11 2001 212 4 Rooms exclusively holding building operating equipment 5 Parking spaces at or above grade and access thereto, 6 Structures devoted exclusively for parking b Gross floor area consists of the area included within the surrounding exterior walls of a building or portion thereof, exclusive of garages, vent shafts, and courts The floor area of a building, or portion thereof, not provided with surrounding exterior walls shall be the usable area under the horizontal projection of the roof or floor above c Net floor area shall be used in calculating floor area ratios within the Specific Plan For purposes of converting gross floor area to net floor area, a factor of 0.92 shall be used Based on net floor area, the maximum allowable FAR for the entire Specific Plan is 0 99 to 1 7 Floor Area Ratio and Transfer of Development Rights a Development within the boundaries of the Specific Plan shall not exceed a FAR of 0 99 to 1. Any floor area that may be constructed for ancillary public recreational uses, and/or for a fire station, shall not be counted against the allowable floor area permitted for the Specific Plan area b Unused FAR may be transferred from any parcel within the boundaries of the Specific Plan area (the "Donor Site ") to any other parcel, whether contiguous or non- contiguous, within the Specific Plan area (the "Receiver Site ") upon the written consent of the owners of both the Donor Site and Receiver Site. Any FAR transferred from a Donor Site shall be deducted from that parcel's base FAR. In no event, or at no time, shall the overall FAR for the Specific Plan area exceed 0.99 to 1 Transfer of FAR shall be accomplished by submission of a letter from the applicant to the City of El Segundo Director of Community, Economic, and Development Services prior to the issuance of building permits for the Receiver Site which would utilize the transferred FAR The Director shall maintain records of such transfers and the current density allocations, if any, of all of the properties within the Specific Plan area In addition, the owner of Donor Site shall record a covenant acceptable to the Director and the City Attorney memorializing such transfer of FAR 8 Walls & Fences a All walls and fences will comply with the provisions of Section 15 -5E -7G and 15 -2-4 of the El Segundo Municipal Code 9 Traffic and Access On of E! Segundo Page 22 December 11, 2001 213 a The maximum number of A M and P.M. peak hour vehicle trips for the Specific Plan area, as determined in accordance with the Trip Generation tables set forth in Appendix B, shall not exceed 2.186 and 3,631, respectively, unless a subsequent traffic report has been prepared to the reasonable satisfaction of the City of El Segundo Director of Community, Economic and Development Services that identifies potential impacts and proposes feasible measures to mitigate previousl} unidentified new impacts b A trip inventory analysis shall be prepared, acceptable to the Director of Community, Economic, and Development Services, to maintain a cumulative accounting of total square footage by land use as well as the cumulative number of A.M and P M peal. hour trips The trip inventory will be updated and submitted upon the filing of each building permit request c Internal roadways shall be designed and constructed in accordance with the following typical sections Cin of El Segundo Page 23 December /l, 2001 21 4 c r 68' INGRESS, EGRESS PUBLIC UTILJT" EASEMENT 24' 24 c 5. 5' S VARIES 18 5' — 24.— VARIES 18 5 — 24' ^" BIDE WA 'A ^: ^g' +s �TRFE75 (PRNATEI NTs N 57 INGRESS. EGRESS PU UC UTILITY EASEMENT �{ 47' 18.5 �2 2� •c° ^()^ & 'F" STREETS IP_31YAgi '— NS 5 10 Parking and Loading Parking and loading shall be provided as required by Section 15 -15 of the El Segundo Municipal Code. b The number of required parking spaces may be modified subject to the approval of a transportation systems management plan, as outlined in the El Segundo Municipal Code The Director of Community, Economic, and Development Services may modify the required number of parking spaces up to a maximum of 10 %, based on the submittal of a parking demand study Additionally, for any use for which the number of parking spaces is not listed in Chapter 15 of the El Segundo Zoning Code, the Director of Community, Economic, and Development Services shall specify the required number of spaces based on a parking demand study The Director of Community, Economic, and Development Services may grant uses with significantly different peak hours of operation up to a 20% parking reduction Any request for such shared parking must meet the following requirements Crn of El Segundo Page 24 December 11, 215 I A parking study shall be submitted by the applicant demonstrating that there will not exist substantial conflict in the peak hours or parking demand for the uses for which the joint use is proposed 2 The number of parking stalls which maybe credited against the requirements of the structures or uses involved shall not exceed the number of stalls reasonably anticipated to be available during differing hours of operation 3 A written agreement shall be executed by all parties concerned, to the satisfaction of the Director of Community, Economic, and Development Services -, and the City attorney assuring the continued availability of the number of stalls designed for joint use e Any public recreation use within the Specific Plan area shall not be required to provide parking beyond that already provided for daytime, weekday users f Electric vehicle charging stations shall be evenly distributed throughout the Specific Plan area at a rate of 0 5% of the total number of required spaces. 11 Minimum and Maximum Floor Area By Use a The maximum amount of developed floor area within the Specific Plan is not to exceed the allowable FAR as permitted by this Specific Plan Of this total, a maximum amount of eighty percent of the total overall gross square footage constructed will be permitted for Office uses The minimum amount of Non - office uses (all other Permitted Uses, Permitted Accessory Uses, and Uses subject to a Adrmmstratrve Use or Conditional Use Permit, see definition in Section V F 11 c, below) shall be no less than twenty percent of the total overall gross square footage constructed b The Non - office uses will be phased proportionately throughout development of the Specific Plan at a ratio of one square foot of Non - office use for every five square feet of Office use; a ratio of 5 to 1 or 20 %. However, credit for the deferral of up to 200,000 square feet of Non - office uses, as outlined by the Development Agreement, will be applied to any phase of development at the discretion of the developer. c For the purposes of the Specific Plan Non - offices uses shall consist of the following, without limitation: technology, web hosting, and telecommunications, financial institutions, hotels and motels, motion picture/television production facilities, restaurants, coffee shops, cafes, retail and wholesale sales and service, scientific research and experimental development laboratories, light industrial, medical/dental offices, commercial recreational facilities, trade union halls, clubs, service clubs, veteran's organizations, lodges, and other similar uses approved by the City of El Segundo Community, Economic and Development Services Director Cin of El Segundo Page 25 December 11, 2001 216 12 Stenaee The following development standards shall apply to signs within the Specific Plan area a All signs shall be constructed of permanent materials Signs shall be permanently attached to the ground, a building, or another structure by direct attachment to a ngid wall, frame, or structure. All signs shall be maintained in good structural condition, and comply with all building and electrical codes at all times b Freestanding buildings shall be allowed wall, fin, marquee, canopy. and projecting signage up to five percent of each building face C Store -front shops shall be allowed signage up to fifteen percent of the face of each shop front, including any wall, fin, marquee, canopy, and projecting signs d One monument or ground sign up to two hundred fifty square feet of stgnage area per sign face shall be permitted per street frontage per lot Monument signs that identify the master - planned campus will be encouraged at Specific Plan entry areas e Signs identifying those persons engaged in construction up to a maximum of thirty - two square feet per construction site shall be allowed for a maximum period of six months The Director of Community, Economic, and Development Services may grant up to three separate six -month extensions f Real estate signs, including "For Sale ", "For Lease ", "For Rent' signs, up to a maximum size of thirty -two square feet Real estate signs shall be removed immediately following the sale (close of escrow), lease (occupancy), or disposition of the property g One temporary construction "announcement' or "Coming Soon" sign up to a maximum size of one hundred square feet for a new development or business may be erected and maintained from the time a building permit is issued until final inspection, but in no case shall an announcement sign be displayed for more than one year It Any sign may be erected and maintained in a required setback, provided a five -foot rrunimum setback is maintained and the sign is not located in a required comer clearance or driveway visibility area i One identification sign for each street frontage is allowed, provided the signs contain only the name and street address of the building upon which it is placed. The size of such signs shall be counted as a portion of the maximum signs otherwise permitted on the property (i.e , freestanding buildings, store fronts, monument signs, etc.) 1 No billboards or pole signs shall be permitted within the Specific Plan k Signs or banners greater than 500 square feet shall be subject to the approval of the El Segundo City Council Cin of El Segundo Page 26 December ll, 13 Landscanins Landscaping critena are divided into four separate components a Property• Entn, Area Landscaping at the Specific Plan entrances shall be accentuated and dtstrnguished from that within the rest of the Specific Plan area. A permanent imgation system shall be installed at the property entry area b Building Perimeter Except as otherwise allowed by this Plan, all buildings shall have landscaped areas and permanent irrigation systems within the setbacks around their perimeter A combination of soft and hard landscape material may be installed in harmony with the overall design of the development. The design of the landscaping shall incorporate a variety of heights, textures, and colors to enhance and soften building perimeters Except as otherwise allowed by this Plan, a minimum horizontal depth of five feet of landscape materials, excluding curbs, shall be provided around each building In instances where two buildings are separated by ten feet, the landscape requirement shall be reduced to allow for pedestrian walkways /access c Propem Perimeter All required setback areas shall be fully landscaped including permanent irrigation systems One shade tree shall be provided for every 25 feet of street frontage The following encroachments are permitted into the landscaped setback areas - Parking may encroach into the landscaped setback up to a maximum of fifty percent of the required setback area, provided a tmnimum landscaped setback of five feet is maintained "Architectural landscape features ", as defined on Page 21, section 4 c.l of this Specific Plan, may encroach into the landscaped setback area up to a maximum of eighty percent of the required setback area, provided a minimum landscaped setback of five feet is maintained. The features may cover a maximum of twenty five percent of the total area of the setback, and be a maximum of twenty feet in height d Vehicle Use Areas (VUA) All surface vehicular use areas (VUA) shall provide landscape areas including shade trees and permanent irrigation systems, to cover five percent of the VUA. Landscaping shall be distributed uniformly throughout the VUA, and shall be in addition to the required property perimeter and building perimeter landscaping Cm of El Segundo Page 27 December 11, 2001 2 1 8 There shall be one tree for every three thousand square feet of VUA These trees shall be evenly distributed throughout the automobile parking area to provide shade and shall be provided around the perimeter of truck loading /waiting areas to provide screening Individual tree and planter areas shall not be less than three feet in width. excluding curbs Cin of El Segundo Page 28 December 11, 2001 23 9 Appendix A Corporate Campus Specific Plan Legal Description PARCEL A A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT A POINT IN THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF THAT CERTAIN 12 625 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED FEBRUARY 25, 1929 AND RECORDED IN BOOK 7451 PAGE 166 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING DISTANT SOUTH 0 DEGREES 12 MINUTES EAST 564 44 FEET FROM THE NORTHERLY LINE OF SAID NORTHEAST QUARTER OF SECTION 7 AND BEING A POINT IN THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG SAID SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID 12.625 ACRE PARCEL, A DISTANCE OF 1400.00 FEET, THENCE SOUTH 89 DEGREES 47 MINUTES WEST PARALLEL WITH THE NORTHERLY LINE OF SAID NORTHEAST QUARTER, 650.00 FEET, THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE FIRST DESCRIBED COURSE OF THIS DESCRIPTION, A DISTANCE OF 708.21 FEET, THENCE NORTHEASTERLY ALONG THE ARC OF A CURVE, TANGENT TO LAST COURSE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, THROUGH A CENTRAL ANGLE OF 50 DEGREES 54 MINUTES 37 SECONDS, A DISTANCE OF 523 19 FEET, THENCE IN A DIRECT LINE NORTH 61 DEGREES 17 MINUTES EAST 492 17 FEET TO THE POINT OF BEGINNING EXCEPT THEREFROM THAT PORTION THEREOF LYING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 1, 1995 AS INSTRUMENT NO 95- 1439414 ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS On of El Segundo Page 29 December 11, 2001 9 7() PARCEL B A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH. RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO. COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHEASTERLY CORNER OF THAT CERTAIN 17 858 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION. INC, RECORDED IN BOOK 27854 PAGE 191. OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, SAID POINT BEING IN THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), DISTANT SOUTH 0 DEGREES 12 MINUTES EAST ALONG SAID WEST LINE 1964 44 FEET FROM THE NORTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE CONTINUING ALONG SAID WESTERLY LINE SOUTH 0 DEGREES 12 MINUTES EAST 678.96 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTHERLY LINE 650 00 FEET TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET, THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG LAST SAID PARALLEL LINE 678 96 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF SAID 17 858 ACRE PARCEL, THENCE NORTH 89 DEGREES 47 MINUTES EAST ALONG THE SOUTH LINE OF SAID 17 858 ACRE PARCEL, A DISTANCE OF 650.00 FEET TO THE POINT OF BEGINNING EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS. PARCEL C- A STRIP OF LAND 100 FEET IN WIDTH BY 1820 82 FEET IN AVERAGE LENGTH, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCH OF SAUSAL REDONDO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 650 00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE Cin of E( Segundo Page 30 December 2 21 OF DOUGLAS STREET (150 FEET WIDE), SAID PONT BEING IN THE WESTERLY LINE OF THAT CERTAIN' 10 1314 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED OCTOBER 23, 1950, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 34649 PAGE 88. OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG SAID PARALLEL LINE, BEING ALONG THE WESTERLY LINE OF SAID 10.1314 ACRE PARCEL AND ALONG THE WESTERLY LINE OF THAT CERTAIN 17.858 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENTS COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, A DISTANCE OF 1387.17 FEET, MORE OR LESS, TO A CURVE POINT IN LAST SAID WESTERLY LINE, THENCE CONTINUING ALONG LAST SAID WESTERLY LINE, BEING ALONG THE ARC OF A CURVE, TANGENT TO LAST COURSE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, THROUGH A CENTRAL ANGLE OF 42 DEGREES 24 MINUTES 18 SECONDS, A DISTANCE OF 435.78 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2 007 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED MARCH 15, 1949, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY; THENCE SOUTHWESTERLY ALONG LAST SAID SOUTHERLY LINE, BEING ALONG THE ARC OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628 805 FEET, A DISTANCE OF 5 66 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS CONCENTRIC WITH AND DISTANT RADIALLY 1.00 FEET NORTHWESTERLY FROM THE SECOND DESCRIBED COURSE OF THIS DESCRIPTION, THENCE SOUTHWESTERLY ALONG LAST SAID CONCENTRIC LINE, BEING ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 589.81 FEET, A DISTANCE OF 431.53 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 65100 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE); THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG LAST SAID PARALLEL LINE 1387.17 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE NORTH 89 DEGREES 47 MINUTES EAST ALONG SAID SOUTH LINE, 100 FEET TO THE POINT OF BEGINNING, CONTAINING AN AREA OF 0 042 OF AN ACRE, MORE OR LESS EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR - CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS C1n of E( Segundo Page 31 December 11, 2001 L C 2 PARCEL D THAT PORTION OF THE WEST HALF OF THE NORTHEAST QUAR'T'ER OF SECTION 7, 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 SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 30 0 FEET EASTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE NORTH 0 DEGREES 12 MINUTES 30 SECONDS WEST ALONG SAID PARALLEL LINE 1578 80 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2 007 ACRES PARCEL OF LAND DESCRIBED IN DEED DATED MARCH 15, 1949, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, THENCE FOLLOWING ALONG THE SOUTHERLY LINE OF SAID 2 007 ACRES PARCEL, NORTH 78 DEGREES 47 MINUTES EAST 434 45 FEET, AND NORTHEASTERLY ALONG THE ARC OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET, A DISTANCE OF 182.61 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS CONCENTRIC WITH AND DISTANT RADIALLY 44 00 FEET NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF THAT CERTAIN 17 858 ACRES PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENT CO., TO NORTH AMERICAN AVIATION, INC, RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, THENCE SOUTHWESTERLY ALONG SAID CONCENTRIC LINE, BEING ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 632.81 FEET, A DISTANCE OF 352.73 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 694 00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG LAST SAID PARALLEL LINE, BEING TANGENT TO LAST DESCRIBED CURVE, A DISTANCE OF 1387 18 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7; THENCE SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTH LINE 502 13 FEET, MORE OR LESS, TO THE POINT OF BEGINNING EXCEPT THEREFROM THOSE PORTIONS THEREOF DESCRIBED IN THE DEED TO THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, A PUBLIC AGENCY, IN DEED RECORDED NOVEMBER 1, 1994 AS INSTRUMENT NO. 94- 1978699 ALSO EXCEPT THEREFROM THAT PORTION, IF ANY, LYING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, IN DEED RECORDED SEPTEMBER 1, 1995 AS INSTRUMENT NO 95- Cin of E( Segundo Page 32 December 11, 2?3 1439430 ALSO EXCEPT THEREFROM ALL NATURAL GAS CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND. BUT WITHOUT ANY RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND IN ANY MANNER FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SUCH NATURAL GAS, AS GRANTED TO STANDARD OIL COMPANY OF CALIFORNIA, A DELAWARE CORPORATION. BY DEED RECORDED ON JULY 27, 1943 IN BOOK 20145 PAGE 298, OFFICIAL RECORDS ALSO EXCEPT THEREFROM ALL OIL, HYDROCARBON AND MINERAL SUBSTANCES, CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, WITHOUT ANY RIGHT TO ENTER UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING ANY SUCH OIL, HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY OTHER PURPOSES, AS GRANTED TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, A CORPORATION, BY DEED RECORDED ON SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336. OFFICIAL RECORDS PARCEL E THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, 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 IN THE GRANT DEED FROM THE SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 435 35 FEET FROM THE EASTERLY TERMINUS THEREOF, THENCE SOUTH 89 DEGREES 56 MINUTES 28 SECONDS WEST 6.55 FEET, THENCE NORTH 29 DEGREES 28 MINUTES 46 SECONDS EAST 1149 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT 10.00 FEET NORTHERLY FROM THE COURSE HEREIN ABOVE CITED AS HAVING A BEARING OF SOUTH 89 DEGREES 56 MINUTES 28 SECONDS WEST AND A LENGTH OF 6 55 FEET, THENCE NORTH 89 DEGREES 56 MINUTES 28 SECONDS EAST 44.85 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 834.00 FEET, THENCE EASTERLY 7.58 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 31 MINUTES 15 SECONDS TO ITS INTERSECTION WITH SAID CERTAIN COURSE, THENCE SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 52 52 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING. CQn of El Segundo Page 33 December 11, 2001 224 PARCEL F THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, 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 IN THE GRANT DEED FROM THE SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 26.77 FEET FROM THE EASTERLY TERMINUS THEREOF, THENCE NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST 291.58 FEET TO A POINT ON A CURVE IN SAID SOUTHERLY LINE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628 805 FEET, (SAID CURVE BEING DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 294 76 FEET, MORE OR LESS), A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 35 DEGREES 26 MINUTES 04 SECONDS EAST; THENCE ALONG SAID SOUTHERLY LINE OF THE FOLLOWING COURSES: NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2 DEGREES 26 MINUTES 38 SECONDS, AN ARC DISTANCE OF 26 82 FEET TO A POINT ON A NON - TANGENT CURVE IN SAID SOUTHERLY LINE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS NORTH 47 DEGREES 41 MINUTES 01 SECONDS WEST; AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 45 MINUTES 02 SECONDS, AN ARC DISTANCE OF 7.71 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT 10.00 FEET NORTHWESTERLY FROM THE COURSE HEREIN ABOVE CITED AS HAVING A BEARING OF NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST AND A LENGTH OF 29159 FEET, THENCE LEAVING SAID SOUTHERLY LINE SOUTH 67 DEGREES 51 MINUTES 23 SECONDS WEST 3G7 43 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 834 00 FEET, THENCE SOUTHWESTERLY 8 41 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 34 MINUTES 41 SECONDS TO ITS INTERSECTION WITH SAID CERTAIN COURSE, THENCE NORTH 78 DEGREES 55 MINUTES 38 SECONDS EAST 52 30 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING PARCEL G: THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, 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 IN THE GRANT DEED FROM THE SANTA FE LARD IMPROVEMENT Cin of El Segundo Page 34 December 11, 2001 L77 COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS• BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633.30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES S5 MINUTES 38 SECONDS WEST 26 77 FEET FROM THE EASTERLY TERMINUS THEREOF, THENCE NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST 291.58 FEET TO A POINT ON A CURVE IN SAID SOUTHERLY LINE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 682.805 FEET, (SAID CURVE BEING DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 294.76 FEET, MORE OR LESS), A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 35 DEGREES 26 MINUTES 04 SECONDS EAST, THENCE SOUTHWESTERLY ALONG SAID CURVE AND SOUTHERLY LINE THROUGH A CENTRAL ANGLE OF 24 DEGREES 21 MINUTES 42 SECONDS, AN ARC DISTANCE OF 276.37 FEET TO THE EASTERLY TERMINUS OF SAID CERTAIN COURSE; THENCE SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 26.77 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING. PARCEL H A PARCEL OF LAND IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHEAST CORNER OF THAT CERTAIN 18.877 ACRE PARCEL OF LAND DESCRIBED I- DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC, RECORDED APRIL 2, 1951 IN BOOK 35937 PAGE 52, OFFICIAL RECORDS OF SAID COUNTY, SAID SOUTHEAST CORNER BEING A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 1.10 ACRE PARCEL DESCRIBED AS PARCEL NO. 2 IN EASEMENT FROM SANTA FE LAND IMPROVEMENT COMPANY TO THE CITY OF EL SEGUNDO, RECORDED SEPTEMBER 28, 1953 IN BOOK 42792 PAGE 108, OFFICIAL RECORDS OF SAID COUNTY, THENCE ALONG THE EASTERLY LINE OF SAID 18 877 ACRE PARCEL THE FOLLOWING COURSES- NORTH 0 DEGREES 12 MINUTES WEST 1387 18 FEET, THENCE NORTHERLY ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 632 81 FEET, A DISTANCE OF 352.73 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2.007 ACRE PARCEL OF LAND DESCRIBED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID COUNTY, LAST SAID POINT BEING IN THE ARC OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628 805 FEET, THENCE, LEAVING SAID EASTERLY LINE, Segundo Page 35 December Il. 2001 2 2 6 NORTHEASTERLY ALONG SAID SOUTHERLY LINE. AN ARC DISTANCE OF 106 49 FEET, MORE OR LESS, TO A POINT IN THE WESTERLY LINE OF THAT CERTAIN 0 042 ACRE PARCEL DESCRIBED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC, RECORDED JANUARY 2, 1951 AS INSTRUMENT NO 1761 IN BOOK 35204 PAGE 41. OFFICIAL RECORDS OF SAID COUNTY, THENCE ALONG SAID OF SAID 0 042 ACRE PARCEL THE FOLLOWING COURSES SOUTHERLY ALONG CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 589 81 FEET, A DISTANCE OF 43153 FEET, MORE OR LESS, THENCE SOUTH 0 DEGREES 12 MINUTES EAST TO A POINT IN THE SOUTHERLY LINE OF SAID 1 10 ACRE PARCEL, THENCE WESTERLY LINE THE ARC OF A DISTANCE OF 1387 17 FEET SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTHERLY LINE 43 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT ALL NATURAL GAS AND ALL OIL, HYDROCARBON AND MINERAL SUBSTANCES IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SAID SUBSTANCES, AS GRANTED TO STANDARD OIL COMPANY OF CALIFORNIA, A CORPORATION. BY DEED RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298, OFFICIAL RECORDS AND TO CHANSLOR - CANFIELD MIDWAY OIL COMPANY, A CORPORATION, BY DEED RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336, OFFICIAL RECORDS. Qr% of El Segundo Page 36 December 11, 2001 227 Appendix B Corporate Campus Specific Plan Trip Generation Rates, Credits, and Caps The following table has been prepared to provide a method for maintaining a trip inventory analysis for the build -out of the Specific Plan The table shall maintain a cumulative accounting of total square footage by land use as well as the cumulative number of A.M and P.M peak hour tnps The trip inventory will be updated and submitted upon the filing of each building permit request The traffic - generating characteristics of most of the components of the project are identified in the Institute of Transportation Engineers' (TTE) Tno Generation, 6`h Edition This manual is recognized as the industry standard for trip generation documentation However, two of the uses proposed within the Specific Plan are not represented in this manual Therefore, trip generation for the fire station use and the technology /telecommunications /web hosting uses were derived from previous analyses and trip counts at a similar land use in the project vicinity, respectively Trip generation formulas for the various Specific Plan uses are outlined in the table below. Field data, such as square footage and number of trips, is gathered by IM from many sites of sirmiar uses and plotted on a graph The data can then be represented in one of two ways: by average rates or logarithmic equations The logarithmic equation is a curvilinear representation of the data gathered, the average rates are linear representations The curvilinear representation of the data collected is supported with regression analysis, and is often a better estimation of trips associated with larger projects. There are both average rates and logarithmic representations for the office and shopping center uses proposed in the Specific Plan. The average rates for these land uses, when plotted on a graph, depict much steeper slopes than a logarithmic function Therefore, any Specific Plan land use which includes a natural logarithm in the trip generation formula must always be calculated using the functions shown in the table below in order to maintain the trip cap allocated to the permissible square footages outlined in this Specific Plan Moreover, when trips are calculated using a formula that contains a natural loganthmic function, the trip generation calculation for each incremental increase should include the prior square footage already built Because of the curvilinear representation of the loganthmic equations, if calculations are performed separately for each incremental increase in building area, the trip cap will be reached prior to achieving the allowable square footage With mixed -use projects there are many opportunities for interaction amongst the various uses The interaction is likely to reduce the number of trips entering and leaving the site ( "internal capture "). Additionally, many of the individual uses will attract vehicles already on the surrounding street network ( "diverted/pass -by ") These are trips that are already on the roadway network and are diverted to the project Furthermore, since the Specific Plan is across the street from the Manposa- Nash Metro Green Line station, the following table takes into consideration credits for transit usage, as well as for "internal capture" and "diverted/pass-by" Qn of El Segundo PQ$e 37 11, 2001 22 S Cin of El Segundo Page 38 December 11, 2001 229 AM PEAK -HOUR PM PEAK -HOUR AVERAGE DAILI USE FORMULA (per 1.000 FORMULA (per 1 000 TRIPS FORMULA (per gross square feet) Toss s uare feet) 1.000 gross square feet) Office Ln (T) = 0.797 Ln (A) + T = 1.121(A) + 79.295 i 3.654) = 0.768 Ln (A) + n TransitfWalk Credit Less 5% Less 5% Less 5% Internal Capture Less 10% Less 10% Less 105c Ln (T) = 0.5% Ln (A) Ln (T) = 0.660 Ln (A) Ln (T) = 0.643 Ln (A) Shopping Center +2.329 +3.403 +5.866 Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 40% Less 40% Less 405c DivertrdfPass-By Less 2567c Less 25% Less 25 %r Day Care Center T =12.71 (A) Ln (T) = 0.664 Ln (A) T = 79.26 (A) +3.026 Internal Capture Less 40% Less 40% Less 40% Diverted/Pass -By Less 10% Less 10% Less 10% Medical - Dental T = 2.43 (A) Ln (T) = 0.921 Ln (A) + T = 36.13 (A) Office 1.476 TransttfWalk Credit Less 5% Less 5% Less 5% Internal Capture Less 40% Less 40% Less 40% Diverted/Pass -By Less 10% Less 10% Less 10% T = (AM Peak Hour Total Health Club T = 0.30 (A) T = 4.30 (A) + PM Peak Hour Total) X 10 TransitfWalk Credit Less 5% Less 5% Less 5% Internal Capture Less 40% Less 40% Less 40% Diverted/Pass-By Less 10°% Less 10% Less 10% High Turnover T = 9.27 (A) T =10.86 (A) T = 130.34 (A) Restaurant Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 40% Less 40% Less 40% Diverted/Pass-By Less 10% Less 10% Less 10% Hotel T = 0.67 (R) T = 0.71(R) T = 8.92 (R) (per room) TransitfWalk Credit Less 30% Less 30% Less 3090 Internal Capture Less 25% Less 25% Less 2590 Light Industrial T = 0 92 (A) T = 0.98 (A) T = 6.97 (A) TransitfWalk Credit Less 5% Less 5% Less 5% Internal Capture Less 10% Less 10% Less 10% Research and Ln (T) = 0.875 Ln (A) + Ln (T) = 0.832 Ln (A) + Ln (T) = 0.824 Ln (A) + Development 0.833 1.060 3.135 Transit/Walk Credit Less 5% Less 5% Less 5% Internal Capture Less 10% Less 10% Less t0 %a Technology/ Telecommunications / T = 0.33 (A) T = 0.31 (A) T = 5.09 (A) Web Hosting Cin of El Segundo Page 38 December 11, 2001 229 230 Ctrt of El Segundo Page 39 December 11, 2001 AM PEAK -HOUR PM PEAR -HOUR AVERAGE DAIL1 USE FORMULA (per 1.000 I FORMULA (per 1.000 TRIPS FORMULA (per gross square feet) eross square feet) 1.000 gross square feet) Transit/Walk Credit Less 517c Less 5% Less 5% Internal Capture Less 10% Less 10% Less 10 %i TOTAL TRIPS 2,186 2,631 20.013 WITHIN THE CCSP Legend T = Trip ends A = Building area to 1.000 sq ft R = Rooms Ln = Natural Logarithm 230 Ctrt of El Segundo Page 39 December 11, 2001 3 land use Element CITY COUNCIL ORDINANCE NO. Page t of 2 EXHIBIT "C" discretionary application The maximum floor area ratio (FAR) Is limited to 1 3 (Ord 1272, GPA 97 -1, 6/17/97) Urban Mixed -Use South Permits a mixture of office, research and development, retail, and hotel uses Light Industrial uses conducted within a fully enclosed budding and adult - oriented businesses shall be permitted if approved with a discretionary application. The maximum floor area ratio (FAR) Is limited to 1 3 (Ord 1272, GPA 97 -1, 6/17/97) Parking Permits areas for parking automobiles, motorcycles, and bicycles in surface or structured parking. Specific properties have been designated as parking to Insure that adequate long- term parking space will be available 124th Street Specific Plan Permits warehousing and mini- storage uses (with an appurtenant custodial convenience unit) Also permits a Water Facility The maximum FAR Is 0 47.1 (with the Water Facility) and 0.54 1 (without the Water Facility) (Ord 1309, GPA 99 -1, 8/17/99) Aviation Specific Plan Permits warehouse A mini- storage and storage uses with limited ancillary and support uses. The maximum floor area ratio (FAR) Is limited to 0.22 (Ord 1314, GPA 97-4, 12/7/99) Downtown Specific Plan Permits community serving retail and service uses, and offices In a pedestrian - onented environment. Also Includes the Civic Center (Ord. 1319, GPA 99 -2, 8/1/00) recreational uses The maximum overall FAR in the specific plan is099. Industrial Designations Light Industrial Permits light manufacturing, warehousing, research and development, and office Light manufacturing Is defined as the assembly, packaging, fabrication, and processing of materials Into finished products, rather than the conversion or extraction of raw materials. The light Industrial activity shall be conducted primarily within structures; outside storage areas and assembly activity should be limited. The maximum floor area ratio (FAR) 3-8 1 231 CITY COUNCIL ORDINANCE NO. Page 2 of 2 EXHIBIT "C" lobby. There are General Commercial uses indicated along Sepulveda Boulevard, where there are existing commercial uses including the Hacienda Hotel. There is also one General Commercial area along Imperial Avenue, where the Crown Sterling Suites Hotel now exists. Southwest Quadrant The Southwest Quadrant has only three designations heavy industrial, parking, and open space The heavy industrial area covers the entire Chevron Refinery, as well as the Southern California Edison Generating Station These uses total 958 acres The parking designation is an existing surface lot in the southwest corner of the City which provides 120 parking spaces for an adjacent commercial center in the City of Manhattan Beach Chevron leases this area to the adjacent commercial property owners and the area is required to meet their parking needs This area totals 0.84 acres The open space beach area along the coast comprises 3 acres The landscaped buffer surrounding the Chevron facility and the Chevron Employee Park are encouraged to remain as they provide beneficial open space. Northeast Quadrant On the 1992 Land Use Plan, the majority of the northeast quadrant is designated either Corporate Office (193 4 ac) or Urban Mixed -Use (232 527" ac). The Corporate Campus commercial uses Corporate Office allows a mixture of office uses with retail in the lobby. This designation covers the "Superblock Area" and will allow uses similar to those currently in that area. The Urban Mixed -Use North and South designations allow a mixture of uses, including office, hotels, and retail and light industrial with discretionary approval The Urban Mixed -Use North and South designations are designed to allow for a flexibility of uses near the three existing, and one future, Green Line transit stations. For the most part, the types of uses allowed are different from the light and heavy industrial uses currently in this area. These designations will accommodate a transition from these uses, which is being driven by the market forces described in the Economic Development Element (Ord. 1272, GPA 97 -1, 6117197) F EL S E G U N D O M G E N E R A L P L A N a 3 -11 2 3 CITY COUNCIL ORDINANCE NO. Page 1 of 1 EXHIBIT "D" 1992 General Plan Summary of Existing Trends Buildout Land Use Category Acres Dwelling Units Square Footage Single- Family Residential 3572 2,858 -- Two- Family Residential 574 934 - -- Planned Residential 5 7 65 - -- Multi- Family Residential 1197 3,389 - -- Neighborhood Cornmercial T1 85 * 100,000 Downtown Commercial 88 18 * 383,328 General Commercial 443 -- 1,930,000 Corporate Office 2112 - -- 12,351,000 Smoky Hollow 941 268 2,019,454 Urban Mixed -Use North 2325 -- 13,166,010 Urban Mixed -Use South 706 -- 3,997,936 124th Street Specific Plan 39 1 73,530 Aviation Specific Plan 54 — 66,000 Downtown Specific Plan 258 232 * 1,123,848 Corporate Campus Specific Plan 465 — 2,175,000 Parking 118 -- — Light Industrial 356 1 - -- 18,529,000 Heavy Industrial 1,0868 - -- Public Facilities 879 - -- - -- Federal Government 906 - -- - -- Open Space 783 — -- Parks 500 - -- - -- Street & Railroad R O W 4-426 ITotals 3,494.3 1 7,850 1 55,915,106 Population Projection 17,287 ' Existing construction and recently constructed, renovated commercial centers and legal nonfonforrtxng residential uses a- densities that are currently higher than allowed by the land use designations In this plan will not realistically be convened to nixed commercia0resxfenhal uses and these buddmgs are expected to remain for the life of the Plan The heavy industrial shown on this plan includes the Chevron Refinery, Southern California Edison Generation Station, Air Products and Allied Chemical facilities These facilities have processing egwprnent and tanks rather than buildings and are expected to remam for the life of the Plan Therefore, no estimated building square footage Is shown Source City of El Segundo Planning Department and The Lightfoot Planning Group Amendments Oro 1209, GPA 93-1, 11/2193 Ord 1244, GPA 95.1, 2096 Ord 1272 GPA 974 6/17/97, Ord 1279, GPA 97 -2, 1017197, Ord 1309 GPA 99-1, 6/17/99, Ord 1314 GPA 97 -3, 12/7199, Ord 1319, GPA 99-2, 6112000, Ord _, GPA 01.2, 1/2/02 CITY OF EL SEGUNDO * GENERAL PLAN I 1992 General Plan exhibit Summary of Existing Trends Buildout LU -3 33 Page 1 of 1 CITY COUNCIL ORDINANCE NO. EXHIBIT "E" corporate office - Parks Downtown commercial Planned Residential Development Federal Government Public Facilities — General Commercial Single -Family Residential - Heavy Industrial - Smoky Hollow Mixed -Use C J Light Industrial Two-Family Residential Multi -Family Residential - Urban Mixed -Use North - Neighborhood Commercial - Urban Mixed -Use South ® open Space - 124th Street Specific Plan ® Parking - Aviation Specific Plan Downtown Specific Plan =10M :^ • t J WiN 1 • i' N W+ r: 234 s CITY COUNCIL ORDINANCE NO. EXHIBIT "G" RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO CITY CLERK CITY OF EL SEGUNDO 350 Mam Street EXEMPT FROM RECORDER'S FEES El Segundo, Caltfomta 90245 Pursuant to Government Code § 6103 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO AND TPG-EL SEGUNDO PARTNERS LLC THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868 5 2309900002. 1248818 1 r TABLE OF CONTENTS I RECITALS 2 PROPERTY SUBJECT TO THIS AGREEMENT .. 2 3 BINDING EFFECT 2 3 1 AGREEMENT PERSONAL TO DEVELOPER, 2 32 Constructive Notice and Acceptance 3 33 Rights to Assign 3 34 Liabilities Upon Transfer... 3 4 DEVELOPMENT OF THE PROPERTY 4 41 Permitted Uses .... 4 42 Development Standards . 4 43 Building Standards 4 44 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications .4 45 Setbacks I 1 4 46 Floor Area Ratio ... . ...... .................... .... A 47 Maximum Height of Buildings and Structures .... _ .......... ....... ...... 4 48 Subdivided Lots 5 49 Minimum and Maximum Floor Area By Use .5 410 Maximum AM and P.M Peak Hour Trips ... .. 5 5 VESTING OF DEVELOPMENT RIGHTS .. .6 5 1 Applicable Rules 6 52 Entitlement to Develop 6 53 Subsequent Enactments .. .. .... 6 124680101 2309909882 - 1246818.1 -TOC 2- July 3, 2001 237 ri 7 i 1 '7f 54 Future Approvals. 6 55 Plan Review 7 56 Modification of Approvals 7 5 7 Timing of Development 8 5 8 Term . .... . .... . . --- ... ..._. .... --- ... ---- --- - .. ------ --- -- .8 59 Issuance of Building Permits -. 8 5 -10 Satisfaction of Mitigation Measures and Conditions 8 DEVELOPER AGREEMENTS 9 61 General 9 62 Fire Station Site 9 63 Development Fees.. 99 64 Processing Fees 99 65 Other Fees .. 99 CITY /DEVELOPER AGREEMENTS 11 7 1 Expedited Processing . 11 72 Processing Cooperation and Assistance 11 74 Processing During Third Party Litigation. 11 7 5 Reimbursement and Apportionment 11 MODIFICATION /SUSPENSION 11 DEMONSTRATION OF GOOD FAITH COMPLIANCE 12 91 Review of Compliance, 12 92 Good Faith Compliance 12 93 Information to be Provided to Developer 12 94 Notice of Non-Compliance, Cure Rights 12 95 Failure of Periodic Review 12 -ii_ 2309908002 - 1746818 1 2,38 10 EXCUSABLE DELAYS.. 11 DEFAULT PROVISIONS .... ...... ... . ..... .... 11I Default ..... 112 Content of Notice of Violation - 11.3 Remedies for Breach 12 MORTGAGEE PROTECTION . 121 Mortgage Not Rendered Invalid ... .... ... . .. 122 Request for Notice of Mortgagee .. 123 Mortgagee's Time to Cure 124 Cure Rights 125 Bankruptcy 126 Disaffirmation........ .. 13 ESTOPPEL CERTIFICATE... 14 ADMINISTRATION OF AGREEMENT 141 Appeal of Staff Determinations 14 2 Operating Memoranda 143 Certificate of Performance .. 15 AMENDMENT OR TERMINATION BY MUTUAL CONSENT 16 INDEMNIFICATION/DEFINSE 161 Indemnification 16 2 Defense of Agreement. 17 TIME OF ESSENCE.... 18 EFFECTIVE DATE 19 NOTICES . ... 20 ENTIRE AGREEMENT -ur 23099M24246818.1 12 .13 13 13 ]3 13 -. ... -. 14 14 14 14 .14 15 15 15 15 15 16 16 16 16 16 16 17 17 17 239 tK 21 WAIVER... . . . . . . 22 SEVERABILITY . 23 RELATIONSHIP OF THE PARTIES 24 NO THIRD PARTY BENEFICIARIES 25 RECORDATION OF AGREEMENT AND AMENDMENTS 26 COOPERATION BETWEEN CITY AND DEVELOPER.. 27 RULES OF CONSTRUCTION 28 JOINT PREPARATION 29 GOVERNING LAW AND VENUE 30 ATTORNEYS'FEES 31 COUNTERPARTS 32 NOT A PUBLIC DEDICATION PROPERTY DESCRIPTION EXHIBIT A - PROPERTY DESCRIPTION. EXHIBIT B EXHIBIT B - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT C - TENTATIVE PHASING PLAN EXHIBIT D - DEVELOPMENT FEE SCHEDULE EXHIBIT E- PURCHASE AGREEMENT . . . .. -rv- 17 18 18 18 18 18 18 18 18 19 19 19 .21 21 21 30 30 34 36 37 2309900002- 1246818 1 240 DEVELOPMENT AGREEMENT This Development Agreement (the "Agreement ") is made and entered into by and between the CITY OF EL SEGUNDO, a municipal corporation (referred to hereinafter as "City") and TPG- El Segundo Partners, LLC, a California lmuted liability company (referred to hereinafter 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 Agreement, City and Developer agree as follows 1 Recitals This Agreement 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 Pursuant to Government Code section 65865 et se , City is authorized to enter into a binding contractual agreement with any person having a legal or equitable interest in real property for the development of such property 12 Developer is in escrow to purchase from Federal Express Corporation, a Delaware Corporation certain real property in the City of El Segundo, consisting of approximately 46 53 acres located in northeast quadrant of the City, as more specifically described by the legal description set forth in Exhibit A, which exhibit is attached hereto and incorporated herein by this reference (the "Property") 13 Developer desires to develop the Property as a "Mixed- Use" project in accordance with the purpose and intent of the Corporate Campus Specific Plan (SP No 01- 1)(the "Specific Plan "), and specifically, develop the property with hotel/conference center, office (including general office, government office, and multimedia- related office), retail, light industrial, restaurant, research and development, as such are defined in the El Segundo Municipal Code, and technology, web hosting, and telecommunications uses, all as defined in the Specific Plan 14 City has approved/certified, or is in the process of approving/certifying Environmental Impact Report No EA -548, the Mitigation Monitoring Plan of the Project Environmental Impact Report, Vesting Tentative Tract No 53570 (Sub. No 01 -5), Administrative Use Permit No 01 -1, and Development Agreement No 01 -1, General Plan Amendment No 01 -02, Zone Change No 01 -01, Zone Text Amendment 01 -1, the Corporate Campus Specific Plan, and conditions of approval imposed in connection herewith (the "Conditions of Approval ") (the foregoing are collectively referred to as the "Project Approvals" and are hereby incorporated into and made a part of this Agreement ) Developer's application for the Project Approvals was deemed complete by the City on September 24, 2001 (the "Application Date ") 1.5 By this Agreement, City desires to obtain the binding agreement of Developer to develop the Property in accordance with the Project Approvals and this Agreement In consideration thereof, City agrees to limit the future exercise of certain of its governmental and proprietary powers to the extent specified in this Agreement, 230"O NO2-1246818.1 c'_ 41 1.6 By this Agreement, Developer desires to obtain the binding agreement of City to permit the development of the Property in accordance with the Project Approvals, the Applicable Rules (as defined herem) and this Agreement In consideration thereof, Developer agrees to waive its rights to challenge legally the limitations on density and use imposed upon development of the Property and other restrictions and obligations set forth in this Agreement, including, but not limited to, Developer's obligation to W dedicate a portion of the Property to the City for fire station purposes as provided in Section 6 2 below aad-te,W sell a portion of the Property to the City for park purposes as provided in Section 6 6 below. and W record a covenant to providing narking for the nark as provided in Section 6 6 below 1 7 City and Developer acknowledge and agree that the consideration that is to be exchanged pursuant to this Agreement is fair, .just and reasonable and that this Agreement is consistent with the General Plan of City 18 This Agreement is intended to provide flexible entitlements, within the parameters set forth herem and subject to the terms and conditions hereof, to meet the changing market demands that are likely to occur throughout the buildout of the Project. 1.9 The proposed Project uses are consistent with both the City's General Plan and Zoning Ordinance which identify the Property as "Urban Mixed -Use North" and "Multimedia Overlay District" 1 10 On October 25, 2001, the Planning Commission of the City commenced a duly noticed public hearing on this Agreement and at the conclusion of the hearing recommended approval of the Agreement 1 11 On XXXX XX, XXXX December 18.2001, the City Council of the City ( "City Council") commenced a duly noticed public hearing on this Agreement, and at the conclusion of the hearing certified the Final Environmental Impact Report SCH# 91041092 by Resolution No _ and approved the Agreement by Ordinance No. (the "Enabling Ordinance ") 2 Property Subject to tlus Agreement. All of the Property shall be subject to this Agreement The Property or a portion thereof may be referred to hereinafter as "the Site" or the "Project Area " 3 Binding Effect The burdens of this Agreement are binding upon, and the benefits of the Agreement mure to, each Party and each successive successor in interest thereto and, subject to Section 3 1 below, constitute covenants that run with the Property Whenever the terms "C try" and "Developer" are used herem, such terms shall include every successor in interest thereto 3 1 Agreement Personal to Developer The Developer acknowledges and agrees that the City is entering into this Agreement based on the unique abilities of the Developer, including the Developer's expertise, proven track record and strong financial condition, to perform its obligations under this Agreement, deliver the public benefits promised to the City, and to construct and complete a high quality Project which will be a benefit to the City and its residents Accordingly, the effectiveness of this Agreement and each of the Project -2- 23099ijM2- 12as8113.1 242 DRAFT Approvals is expressly conditioned on the acquisition of title to all or a portion °O"- ty by Deyel eF aH a ffillatSd °..« i.. th@ ° , °°r �b°Nat lea t 16 a r 1 of h Piop r[V or an Developer or an affiliated entity does not so take title to all or a Lu portion of the Property for any reason on or before January 1, 2006, then this Agreement and Project Approvals shall, without any further action by either Party, be conclusively deemed to be void ab initio' and the zoning and General Plan designations for the Property, as amended from tune to tune, which existed prior to the City's adoption of the Project Approvals shall instead apply to the Property, including any subsequent amendments Notwithstanding the provisions of Section 10 below, such January 6, 2006 deadline shall not be extended due to an Excusable Delay 32 Constructive Notice and Acceptance Every person who acquires any tight, title or interest in or to any portion of the Property in which the Developer has a legal interest is, and shall be, conclusively deemed to have consented and agreed to be bound by this Agreement, whether or not any reference to the Agreement is contained in the instrument by which such person acquired such tight, title or interest 33 Rights to Assign Upon acouisition of all or a portion of the Property as provided in Section 3 1 above. Developer may assign or transfer its rights and obligations under this Agreement with respect to the Property, or any portion thereof, to any person at any time during the term of this Agreement without approval of the City 34 Liabilities Upon Transfer Upon the delegation of the duties and obligations under this Agreement and the sale, transfer or assignment of all or any portion of the Property, Developer will be released from its obligations under this Agreement with respect to the Property, or portion thereof, so transferred ansing subsequent to the effective date of such transfer, if (i) Developer has provided to the City prior or subsequent written notice of such transfer and (ii) the transferee has agreed in writing to be subject to all of the provisions hereof applicable to the portion of the Property so transferred by executing an Assignment and Assumption Agreement in the form of Exhibit B attached hereto Upon any transfer of any portion of the Property and the express assumption of Developer's obligations under this Agreement by such transferee, the City agrees to look solely to the transferee for compliance by such transferee with the provisions of tlus Agreement as such provisions relate to the portion of the Property acquired by such trans feree Any such transferee shall be entitled to the benefits of this Agreement as "Developer" hereunder and shall be subject to the obligations of this Agreement applicable to the parcel(s) transferred A default by any transferee shall only affect that portion of the Property owned by such transferee and shall not cancel or dimmish in any way Developer's rights hereunder with respect to any portion of the Property not owned by such -3- th 2309900002 - 1246818.1 243 owned by such transferee, and any amendment to this Agreement between the City and a transferee shall only affect the portion of the Property owned by such transferee 4 Development of the Property The following provision shall govern the subdivision, development and use of the Property 4.1 Permitted Uses The permitted and conditionally permitted uses of the Property, as well as the minimum and maximum allowable square footages for such uses, are set forth in the Specific Plan and condition numbers 24 Z2 and 24 3-0 of the Conditions of Approval 4.2 Development Standards All design and development standards that shall be applicable to the Property are set forth in the El Segundo General Plan, the Municipal Code, and City policies as of the Application Date, and the Specific Plan, the Project Approvals, and this Agreement 4.3 Building Standards All construction on the Property shall adhere to the Uniform Building Code, including the Fire Resistive Design Manual, the National Electrical Code, the Uniform Plumbing Code, the Uniform Mechanical Code, the Uniform Housing Code, the Uniform Sign Code, the Uniform Code for the Abatement of Dangerous Buildings, the Uniform Code for Bwldmg Conservation and the Uniform Administrative Code in effect at the time the plan check or permit is approved and to any federal or state building requirements that are then in effect (collectively the ` Bwldmg Codes ") 44 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications All fees, exactions, mitigation measures, conditions, reservations and dedications of land for public purposes that are applicable to the Project or the Property are set forth in the Project Approvals and this Agreement 45 Setbacks As set forth in the Specific Plan, buildings within the Project boundaries shall be setback a minimum of fifteen (15) feet from the adjoining public nghts -of- way of Nash Street, Atwood Way, Douglas Street, and Manposa Avenue Building setbacks within the interior of the Project shall be a muumtun of five (5) feet from each lot line, except for buildings adjacent to private streets /intemal roadways, in which case setbacks will be 15 feet from curb face 46 Floor Area Ratio ("FAR"). Development on the Property will not result in developed floor area exceeding that allowed by the Specific Plan. As provided in the Specific Plan, the maximum FAR should be calculated based on the entire area of the Property prior to the dedication and sale of the portions of the Property to the City as provided in Sections 6.2 and 6 6 below, respectively Any covenants recorded against the Property, or portions thereof, in connection with any transfer of FAR pursuant to the Specific Plan shall survive the termination or expiration of this Agreement 47 Maximum Height of Buildings and Structures As set forth in the Specific Plan and the Mixed -Used North zone, the maximum pernnned height of buildings and structures on the Property shall not exceed 175 feet -4- 2309900002- 12468181 244 DRAFT 48 Subdivided Lots Each lot shown on the vesting tentative tract map, and subsequent final traps, shall have a lot area of no less than 10,000 square feet Furthermore, a nummum of 100 feet of frontage shall be provided on a public street, private-and- future street, pnvate street, or private driveway 49 Muumum and Maximum Floor Area By Use The maximum amount of net developed floor area on the Property is not to exceed the allowable FAR as permitted in the Specific Plan. Of this total, a maximum amount of eighty (80) percent of the total overall gross square footage constructed will be permitted for office uses (including general office, government office, and multimedia- related office) The mimmum amount of nor -office uses, consisting of one or more of the following technology, web hostmg, and telecommunication, financial institutions, hotels and motels, motion picture /television production facilities, restaurants, coffee shops, cafes, retail and wholesale sales and service, scientific research and experimental development laboratones, light industrial, medical - dental office, commercial recreational facilities, trade umon halls, clubs, service clubs, veterans' organizations, lodges, and other similar uses approved by the City C E D.S Director (collectively "Non-Office Uses "), shall be no less than twenty (20) percent of the total overall gross square footage constructed 4 9 1 The Developer shall make a reasonable effort to include a hotel on the Property with at least 75 hotel rooms 4 9 2 The Developer shall make a reasonable effort to include a day care of approximately 5,000 gross square feet on the Property 4 9 3 The Developer anticipates developing the Project in phases in accordance with the Tentative Phasing Plan attached as Exhibit "C" hereto 4 10 Maximum A M and P M Peak Hour Trips The maximum number of A M and P M peak hour vehicle trips for the Project, as determined in accordance with the trip generation tables set forth in the Specific Plan, shall not exceed the respective maximum amounts permitted under the Specific Plan, unless a subsequent traffic report has been prepared to the reasonable satisfaction of the City of El Segundo Director of Community, Economic and Development Services ( "City C.E D S Director ") that identifies potential impacts and proposes feasible measures to mitigate impacts and is otherwise consistent with CEQA- In the event that the traffic study identifies new, previously unidentified impacts or a substantial increase in previously identified impacts that cannot be mitigated to insignificant levels, a Supplemental or Subsequent EIR will be prepared and processed at the City's discretion 4 10 1 The Developer shall prepare a cumulative tnp table, acceptable to the City C E D S Director, that is updated and submitted upon the filing of each building permit request The table shall maintain an accounting of total square footage by land use as well as the number of A M and P M peak hour trips associated with each building permit. -5- 230"0W2- 1u681a1 245 DRAFT 5. Vesting of Development Rights 5 1 Applicable Rules The Applicable Rules shall consist of the following 5 1 1 The City's General Plan, as it exists on the Apphsaoeti chug Date, 5 1.2 The City Zoning Code, as it exists on the Appheatien E ectiv Date, 5.13 Such other laws, ordinances, rules, regulations, and official policies governing permitted uses of the Property, density, design, improvement, development fees, and construction standards and specifications applicable to the development of the Property in force at the time of the Effective Date, which are not in conflict with this Agreement 52 Entitlement to Develop The Developer is hereby granted the vested right to develop the Project on the Property subject to the Applicable Rules, the Project Approvals and any future approvals granted by the City for the Project or the Property (the "Future Approvals ") 53 Subsequent Enactments Any change in the Apphcable Rules, including, without limitation, any change in any applicable general plan or specific plan, zoning, or subdivision regulation, adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, the Planning Commission or any other board, commission or department of the City, or any officer or employee thereof, or by the electorate, as the case may be (collectively the "Subsequent Rules "), which would, absent thts Agreement, otherwise be applicable to the Property, shall not be applied by the City to any part of the Property 54 Future Approvals 5 4.1 Minor Modifications to Protect Developer may make minor changes to the Project ( "Minor Modifications ") without amendmg this Agreement upon the administrative approval of the City C E D S Director, provided that such modifications are consistent with the Development Standards, Applicable Rules, and Project Approvals and do not constitute Major Modifications pursuant to Section 5 4 2 below The City shall not unreasonably withhold or delay approval of any Minor Modification The City shall have the right to impose reasonable conditions in connection with Minor Modifications, provided, however, such conditions shall not (a) be inconsistent with the Applicable Rules or with the development of the Project as contemplated by dus Agreement, (b) directly or indirectly, unreasonably hinder, delay, impede, obstruct, interfere with, or place unreasonably burdensome or restrictive measures or requirements upon development of the Project or the Property or any portion thereof, or (c) impose additional dedications, infrastructure or public improvement obligations, fees, or exactions in excess of those identified in this Agreement. 5 4 2 Modifications Requiring Amendment to this Agreement Any proposed modification to the Project as described below ( "Major Modifications ") shall not 0 230"00002- 12ae81e 1 2 4 6 constitute a Minor Modification and shall instead require and amendment to this Agreement pursuant to Section 15 below (a) Any decrease in the required building setbacks as set forth in Section 4.5 above, (b) Any increase in the total developable square footage of the entire Property in excess of the maximum FAR allowed under the Specific Plan, (c) Any increase in height of buildings or structures on the Property above 175 feet, (d) Any increase in the maximum amount of office uses on the Property to more than 80% of the total overall gross square footage constructed, (e) Any decrease of the itummum amount of Non -Office Uses above to less than 20% of the total overall gross square footage constructed, (f) Any increase in the maximum number of A M and P M peak hour vehicle trips for the Project as specified in Section 4 10 above, unless a subsequent traffic report has been prepared to the reasonable satisfaction of the City's C E D S Director that identifies potential impacts and proposes feasible mitigation measures to mitigate such impacts and otherwise complies with CEQA, (g) Any change in use to a use which is not permitted under the Specific Plan, (h) Any material modification to Developer's obligation to dedicate the Fire Station Site to the City as provided in Section 6.2 below or sell the Park Site to the City as provided in Section 6 6 below, and (i) Any material variation in the phasing of Non -Office Uses as provided in Section 4 9 3 above 5.5 Plan Review Plans for each building on the Property, including plans for slgnage, trash enclosures and screening and landscaping shall be reviewed and approved by the City C E D S Director prior to issuance of a building permit, provided, however, that, notwithstanding anything to the contrary contained in the Applicable Rules, the sole purpose of such review shall be to verify consistency with the Development Standards, Applicable Rules, and Project Approvals. The City C.E.D.S. Director shall approve all features which are consistent with the Development Standards or are otherwise specifically approved by this Agreement and shall have no authority to disapprove or conditionally approve any features or matters which are consistent with the or otherwise which have been specifically approved by this Agreement 56 Modification of Atinrovals Throughout the term of this Agreement, the Developer shall have the right, at its electron and without risk to any right that is vested pursuant to this Agreement, to apply to the City for modifications and amendments to the Project Approvals and any Future Approvals that may be granted to Developer The approval or conditional approval of any such modification or amendment which does not constitute a Mayor Modification shall not require an amendment to this Agreement, provided that, in addition to any other findings that may be required, a finding is made that the modification or amendment is -7- 2309900002 - 1246818 1 247 DRAFT consistent with this Agreement Any such modification or amendment shall be deemed incorporated into this Agreement at the time it becomes effective 57 Timing of Development In Pardee Construction Co v City of Camarillo (Pardee), 37 Cal.3d 465 (1984), the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of development resulted in a later- adopted initiative restricting the rate of development to prevail against the parties' agreement City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer shall have the tight, without obligation, except as otherwise specifically set forth herein, to develop the Property in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment subject to the term of this Agreement In furtherance of the Parties' intent, as set forth in this section, no future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution or other action, that purports to limit the rate or tuning of development over time or alter the sequencing of development phases, whether adopted or imposed by the City Council or through the initiative or referendum process, shall apply to the Property However, nothing in this section shall be construed to limit City's right to enforce Developer's obligation pursuant to this Agreement to provide all mfrastru=e required by the Project Approvals and this Agreement 5 8 Term Subject to Section 3.1 above, this Agreement shall be in effect for a period of nine (9) years from the effective date of the Ordinance establishing this Agreement However, Developer pr Ciry shall be entitled to, by written request prior to the Agreement's expiration, one (1) five (5) -year extension, provided that Developer the reauestme Party is not in default of its obligations hereunder at such time 59 Issuance of Building Permits No building permit, final inspection or Certificate of Occupancy will be unreasonably withheld, conditioned, or delayed from the Developer if all infrastructure required to serve the portion of the Property covered by the building permit, final inspection or Certificate of Occupancy is in place or is suitably guaranteed to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of the City prior to completion of construction and all of the other relevant provisions of the Project Approvals, subsequent approvals and this Agreement have been satisfied 5 10 Satisfaction of Mitigation Measures and Conditions In the event that any of the mitigation measures or conditions required of Developer hereunder have been implemented by others, Developer shall be conclusively deemed to have satisfied such mitigation measures or conditions, consistent with CEQA If any such mitigation measures or conditions are rejected by a governmental agency with jurisdiction, the Developer may implement reasonably equivalent substitute mitigation, consistent with CEQA, to the City's satisfaction, in lieu of the rejected mnngation measures or conditions. Such substitution shall be deemed to be a Minor Modification pursuant to Section 5 4 1 above 5.11 In Lieu Credits. The City shall grant developer in lieu credits, as appropriate, for the traffic mitigation measures set forth in the EIR -8- 2709900002 - 1246818 1 248 DRAFT Developer Agreements 6 1 General The Developer shall comply with (i) this Agreement, (it) the Project Approvals, including without limitation all mitigation measures required by the determination made pursuant to the California Environmental Quality Act, and (iii) all Subsequent Approvals for which it is the applicant or a successor m interest to the applicant 62 Fire Station Site (a) Dedication Developer shall, prior to the issuance of any Certificate of Occupancy obtained pursuant to the Project Approvals fr anv portion of the Pronetty, dedicate to the City, by Grant Deed, one acre of the southeast comer of the Property which abuts etcher Douglas Street or Manposa Avenue, or other mutually acceptable location ( "Fire Station Site ") Because the fair market value of the Fire Station Site exceeds the amount of the services fees the City would otherwise collect in connection with the Project, Developer shall be exempt from paying any fire service mitigation fees with respect to the Project In consideration for so dedicating the Fire Station Sne_ Developer shall be entitled to defer the first 50,000 gross square feet of the twenty (20) percent minunum Non -Office Uses required under Section 4.9 above. To a later phase or phases in Developer's sole good faith dtscretton Prior to accepting such dedication, the City shall have the tight to enter onto the Fire Station Site, upon 10 days' written notice, for purposes of conducting geotechnical and environmental soils testing (b) Use and Improvement The City shall use the Fire Station Site solely for the purposes of constructing, operating, and maintaining a fire station or other similar public facilities compatible with the Project, such as a police station or community center The City shall consult with Developer in developing plans and specifications for any proposed buildings or structures on the Fire Station Site in order to assure compatibility with existing and proposed development on the Property, including, but not hmited to, eliminating surface parking through the joint use of parking structures on the Property where feasible, providing appropriate landscaping, and using materials and finishes which complement the Project, provided, however, that Developer shall not have any tight of approval over such buildings or structures The provision of this subsection 6.2(b) shall survive the termination or expiration of this Agreement for a period of thirty (30) years from the Effective Date 63 Development Fees Developer shall pay the development fee amounts identified on Exhibit D hereto ( "Development Fees ") 64 Processing Fees On the Effective Date of this Agreement, Developer shall pay all outstanding City processing, legal and environmental processing costs related to the project and preparation of this Agreement, if any 65 Other Fees In addition to fees specifically mentioned in this Agreement, Developer agrees to pay all City plan check fees, building inspection fees, and permit fees, generally applicable on a City -wide basis for smular projects, at the rate and amount in effect at the time the fee is required to be paid. -9- 230"00002-124681&1 -)49 66 Sale of Park Site The Peveleper shall sell, and 4he City shall pufshase, Developer shall offer for sale to the Citvan approximate 5 -acre portion ofthe Property at the corner of Douglas Street and Manposa Avenue (the "Park Site ") pursuant to the Purchase and Sale Agreement in the form of Exhibit E attached hereto (the "Purchase Agreement ") The Park Site is more particularly described in the Purchase Agreement -'P* As provided in Secnon 3.1 abov a Party's obligations to consummate the purchase and sale of the Park Site is expressly conditioned upon Developer's acquisition of title to the Park Site The Parties shall execute the Purchase Agreement as soon as practical, but not later than sixty (60) days, after Developer acquires such title Prior to the close of the purchase and sale of the Park Site, the City shall have the right to enter onto the Park Site, Won ten "^` days vinueff Retwo, for the purposes of conducting geotechmcal and environmental soils testing, as provided in the Purchase 6.7 Maintenance Obligations. The City shall maintain the Fire Stations Site, the Park Site, and any improvements thereon in a clean, neat and orderly manner The Developer shall maintain all other portions of the Property in its possession or control, and any improvements thereon, in a clean, neat and orderly manner The Parties' respective maintenance obligations shall survive any termination or expiration of this Agreement 68 Sales and Use Tax (a) In the event the contract price for any work on the Project is valued at five million dollars ($5,000,000) or more, Developer agrees to report on a State Board of Equalization Tax Return, any purchases or tangible personal property made in connection with the finishing of and/or installation of materials, or fixtures for the Project, when such purchases were made without sales or used tax due Developer shall indicate the City as a registered job site location on the State Board of Equalization Tax Return In such event, Developer shall also obtain a permit or a sub - permit from the State Board of Equalization indicating the City as the registered job site location, in accordance with State Board of Equalization Operations Memorandum No 1023 (b) Developer further agrees that if Developer retams contractors or subcontractors to perform a portion of work in the Project, and said contracts or subcontracts are valued at five million dollars ($5,000,000) or more, said contracts or subcontracts shall contain the provisions set forth in Subsection (a) above (c) The Director of Finance of the City is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 6 7 upon proof to the reasonable satisfaction of the Director of Finance that Developer and/or its -1a 2309900002- 1246818 1 250 DRAFT contractors or subcontractors have made good faith efforts to obtain said permit or sub - permits, but were denied the same by the State Board of Equalization 7 Citv/Develouer Agreements 7 1 Expedited Processing The City shall process in an expedited manner all plan checking, excavation, grading, building, encroachment and street improvement permits, Certificates of Occupancy, utility connection authorizations, and other ministerial permits or approvals necessary, convement or appropriate for the grading, excavation, construction, development, improvement, use and occupancy of the Project in accordance with the City's accelerated plan check process under the Applicable Rules Without limiting the foregoing, the City agrees to utilize private planners and plan checkers (upon Developer's request and at Developer's cost) and any other available means to expedite the processing of Project applications, including concurrent processing of such applications by various City departments 72 Processing Cooperation and Assistance To the extent pemutted by law, the City shall reasonably cooperate with the Developer in securing any and all entitlements, authorizations, permits or approvals which may be required by any other governmental or quasi - governmental entity in connection with the Development of the Project or the Property Without limiting the foregoing, the City shall reasonably cooperate with the Developer in any dealings with federal, state and other local governmental and quasi.-governmental entities conceming issues affecting the Property The City shall keep the Developer frilly unformed with respect to its communications with such agencies which could impact the development of the Property 73 Processing During Third Party Litigation The filing of any third parry lawsuit(s) against the City or the Developer relating to this Agreement or to other development issues affecting any portion of the Property or the Project shall not hinder, delay or stop the development, processing or construction of the Project, approval of the Future Approvals, or issuance of ministerial permits or approvals, unless the third parry obtains a court order preventing the activity 74 Reimbursement and Apportionment Although the parties do not contemplate a condition of a Future Approval requiring excess capacity or size of required dedications or public facilities beyond that required by the Applicable Rules, nothing in this Agreement precludes the City or the Developer from entering into any reimbursement agreements for the portion (if any) of the cost of any dedications, public facilities and/or infrastructure that the City, pursuant to tlus Agreement, may require pursuant to the Applicable Rules as conditions of the Future Approvals, to the extent that they are in excess of those reasonably necessary to mitigate the impacts of the Project or development on the Property 8 Modification/Suspension. Pursuant to Government Code Section 65869 5, in the event that any state or federal law or regulation, enacted after the Effective Date (as defined in Section 18), precludes compliance with any provision of this Agreement, such provision shall be deemed modified or suspended to the extent practicable to comply with such state or federal law or regulation, as reasonably determined necessary by City Upon repeal of said law or regulation or the occurrence of any other event removing the effect thereof upon the Agreement, the provisions hereof shall be restored to their full original effect -It- 2309%0002-1246818 1 L51 DRAFT Demonstration of Good Faith Compliance 91 Review of Compliance In accordance with Government Code Section 65965 1, this Section 9 and the Applicable Rules, once each year, on or before each anniversary of the Effective Date ( "Penodic Review "), the City C E D S Director shall review the extent of the Developer's good faith substantial compliance with the terms and provisions of this Agreement as well as the performance by the City of its obligations under this Agreement 92 Good Faith Compliance During each Periodic Review, the Developer shall demonstrate by written status report that, during the preceding twelve (12) month period, that it has been in good faith compliance with this Agreement For purposes of this Agreement, the phrase "good faith compliance" shall mean that the Developer has demonstrated that it has acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith in and has substantially complied with the Developer's material obligations under this Agreement 93 Information to be Provided to Developer. The City shall deliver to the Developer a copy of all staff reports prepared in connection with a Periodic Review, any prior staff reports generated during the review period, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review concurrently with delivery of the Request Notice, but in no event later than six (6) business days prior to the City C E D S Director's submittal of a report setting forth his or her determination as to the results of the Periodic Review Upon the Developer's request, the Developer shall be given a full and adequate opporrumity to be heard orally and in writing regarding its performance and, at its option, the City's performance under the Agreement prior to the completion of the City C E D S Director's Periodic Review 94 Notice Of Non - Compliance, Cure Rights If at the completion of any Periodic Review, the City C E D.S Director reasonably concludes on the basis of substantial evidence that as to any parcel or parcels comprising the Property (i) the Developer has not demonstrated that it is in gifftafasie eood faith compliance with this Agreement, and (n) that the Developer is out of compliance with a specific substantive term or provision of this Agreement, then the City C.E D S Director may issue and deliver to the Developer a written Notice of Violation as set forth in Section 11 1 below 95 Failure of Periodic Review The City's failure to review, at least annually, compliance by the Developer with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement 10 Excusable Delays Performance by any Parry of its obligations hereunder, other than payment of fees and other monetary assessments, shall be excused during any period of "Excusable Delay," as hereinafter defined, provided that the Party claiming the delay gives notice of the delay to the other Parties as soon as reasonably possible after the same has been ascertained For purposes hereof, Excusable Delay shall mean delay that directly affects, and is beyond the reasonable control of, the Party claunmg the delay, including without limitation (a) act of God, (b) civil commotion, (c) not; (d) strike, picketing or other labor dispute, (e) shortage of materials or supplies, (f) damage to work in progress by reason of fire, flood, -12- Z30"00002-nmami 252 earthquake or other casualty, (g) lack of adequate utility service for the property to the extent such impacts the health, safety and welfare of the residents and businesses of the City or is caused by a third party, (h) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction unposed or mandated by a governmental entity other than City, (i) litigation brought by a thud party attacking the validity of this Agreement, a Project Approval, a Subsequent Approval or any other action necessary for development of the Property, (j) delays caused by any default by City or the Developer hereunder, or (k) delays due to the presence or remediation of currently unknown hazardous materials The term of this Agreement shall be extended by any period of Excusable Delay 11 Default Provisions 11 1 Default Either party to this Agreement shall be deemed to have breached this Agreement if it materially breaches any of the provisions of the Agreement and the same is not cured within the tune set forth in a written notice of violation (the "Notice of Violation ") from the non - breaching party to the breaching party, which period of time shall not be less than ten (10) days for monetary defaults, and not less than sixty (60) days for now monetary defaults from the date that the notice is deemed received, provided if the breaching party cannot reasonably cure a non-monetary breach within the time set forth in the notice, then the breaching party shall not be in default if it commences to cure the breach within such time limit and diligently effects such cure thereafter If the City determines to proceed with termination of this Agreement, the City shall given written notice to the Developer of its intention to terminate this Agreement and comply with the notice and public hearing requirements of Government Code Sections 65867 and 65868 At the time and place set for the hearing on termination, the Developer shall be given an opportunity to be heard If the Council finds based upon the evidence that the Developer is in breach of the Agreement, the Council may modify or terminate this Agreement 112 Content of Notice of Violation Every Notice of Violation shall state with specificity that it is given pursuant to this section of the Agreement, the nature of the alleged breach, (including references to the pertinent provisions of this Agreement and Applicable Rules), the portion of the Property involved, and the manner in which the breach may be satisfactorily cured The notice shall be deemed given on the date that it is personally delivered or on the date that is three (3) business days after it is deposited in the United States mail, in accordance with Section 19 hereof 11 3 Remedies for Breach The Parties agree that the remedies for breach of the Agreement shall be limited to the remedies expressly set forth in this subsection The remedies for breach of the Agreement by City or Developer shall be limited to injunctive relief and/or specific performance 12 Mortgagee Protection This Agreement shall not prevent or limit the Developer, in any manner, at Developer's sole discretion, from encumbering the Property or any portion thereof (except for the Fire Station Site and the Park Site) or any improvements thereon by any mortgage, deed of trust or other security device. The City acknowledges that the lender(s) providing such financing ( "Mortgagee ") may require certain Agreement interpretations and agrees, upon request, from time to tune, to meet with the Developer and representatives of such -13- 2309900002 - 1246818 i 253 DRAFT lender(s) to provide within a reasonable time period the City's response to such requested interpretations The City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof, including without limitation the purchaser at a judicial or non judicial foreclosure sale or a person or entity who obtains title by deed- in-lieu of foreclosure on the Property shall be entitled to the following rights and privileges 121 Mortgage Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, di mmsh, or impair the priority of the hen of any mortgage or deed of trust on the Property made in good faith and for value No Mortgagee shall have an obligation or duty under this Agreement to perform the Developer's obligations, or to guarantee such performance, prior to taking title to all or a portion of the Property 12.2 Request for Notice to Mortgagee The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive a copy of any Notice of Violation delivered to the Developer 123 Mortgagee's Time to Cure The City shall provide a copy of any Notice of Violation to the Mortgagee within ten (10) days of sending the Notice of Violation to the Developer The Mortgagee shall have the right, but not the obligation, to cure the default for a period of thirty (30) days after receipt of such Notice of Violation Notwithstanding the foregoing, if such default shall be a default which can only be remedied by such Mortgagee obtaining possession of a Property, or any portion thereof, and such Mortgagee seeks to obtain possession, such Mortgagee shall have until thirty (30) days after the date of obtammg such possession to cure or, if such default cannot reasonably be cured within such period, to commence to cure such default, provided that such default is cured no later than one (1) year after Mortgagee obtains such possession 124 Cure Rights. Any Mortgagee who takes title to all of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of foreclosure, shall succeed to the rights and obligations of the Developer under this Agreement as to the Property or portion thereof so acquired, provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of the Developer ansing prior to acquisition of title to the Property by such Mortgagee, except that any such Mortgagee shall not be entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary or nonmonetary obligations due under tins Agreement for the Property, or portion thereof acquired by such Mortgagee, have been satisfied 12.5 Bankruptcy If any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the mture of foreclosure by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceedings involving the Developer, the times specified in Section 12 3 above shall be extended for the period of the prohibition, except that any such extension shall not extend the term of this Agreement -14- 23099DOM424"18.1 254 DRAFT' 126 Disaffirmation If this Agreement is terminated as to any portion of the Property by reason of (i) any default or (u) as a result of a bankruptcy proceeding, this Agreement is disaffirmed by a receiver, liquidator, or trustee for the Developer or its property, the City, if requested by any Mortgagee, shall negotiate in good faith with such Mortgagee for a new development agreement for the Project as to such portion of the Property with the most senior Mortgagee requesting such new agreement Thus Agreement does not require any Mortgagee or the City to enter into a new development agreement pursuant to this Section 13 Estoppel Certificate. At any tune and from time to time, any Developer may deliver written notice to City and City may deliver written notice to the Developer requesting that such party certify in writing that, to the knowledge of the certified Party (r) this Agreement is in full force and effect and a binding obligation of the Parties, (it) this Agreement has not been amended, or if amended, the identity of each amendment, and (iii) the requesting Party is not in breach of this Agreement, or if in breach, a description of each such breach The Party receiving such a request shall execute and return the certificate within thirty (30) days following receipt of the notice. The failure of the City to deliver such a written notice within such time shall constitute a conclusive presumption against the City that, except as may be represented by the Developer, this Agreement is in full force and effect without modification, and that there are no uncured defaults in the performance of the Developer The City C E.D.S. Director shall be authorized to execute, on behalf of the City, any Estoppel Certificate requested by the Developer City acknowledges that a certificate may be relied upon by successors in interest to the Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Property in which that Developer has a legal interest 14 Administration of Agreement 141 ARroeal of Staff Determinations Any decision by City staff concerning the interpretation and administration of this Agreement and development of the Property in accordance herewith may be appealed by the Developer to the Planning Commission, and thereafter, if necessary, to the City Council pursuant to the El Segundo Municipal Code The Developer shall not seek judicial review of any staff decision without first having exhausted its remedies pursuant to this section. All decisions by the City Staff concerning the administration of this Agreement and the Project which is the subject hereof are appealable to the Planning Commission and thereafter, if necessary, to the City Council Final determinations by the Council are subject to .judicial review subject to the restrictions and limitations of California law 142 Operating Memoranda The provisions of this Agreement require a close degree of cooperation between City and Developer During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer If and when, from time to tune, during the terms of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by City and Developer, which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by City and the Developer. Operating memoranda are not intended to -15- 2309"DM- 1246sis.1 2 5 5 DRAFT and cannot constitute an amendment to this Agreement or allow a Major Modification to the Project but are mere ministerial clarifications, therefore public notices and hearings shall not be required The City Attorney shall be authorized, upon consultation with, and approval of, the Developer, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute an amendment hereof which requires compliance with the provisions of Section 15 below The authority to enter into such operating memoranda is hereby delegated to the City C.E D Director, and the City C E D Director is hereby authorized to execute any operating memoranda hereunder without further City Council action 143 Certificate of Performance Upon the completion of the Project, or the development of any Parcel, or upon performance of this Agreement or its earlier revocation and ternunation, the City shall provide the Developer, upon the Developer's regmst, with a statement ( "Certificate of Performance ") evidencing said completion or revocation and the release of the Developer from further obligations hereunder, except for any ongoing obligations hereunder The Certificate of Performance shall be signed by the appropriate agents of the Developer and the City and shall be recorded in the official records of Los Angeles County, California Such Certificate of Performance is not a notice of completion as referred to in California Civil Code Section 3093 15, Amendment orTermination by Mutual Consent Except as otherwise set forth herein, this Agreement may only be amended or termmated, in whole or in part, by mutual consent of City and the Developer, and upon compliance with the provisions of Government Code Section 65867 16 Indemnrfication/Defense 161 Indemnification The Developer shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officers, employees and agents from and against any and all losses, liabilities, fines, penalties, costs, claims, demands, damages, injuries or judgments ansing out of, or resulting in any way from, the Developer's performance pursuant to this Agreement except to the extent such is a result of the City's negligence or intentional misconduct Developer shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officers, employees and agents from and against any action or proceeding to attack, review, set aside, void or annul tins Agreement or the Project Approvals or any provisions thereof 16.2 Defense of Aereement If the City accepts Developer's indemnification and defense as provided in Section 16 1 above, the City agrees to and shall timely take all actions Much are necessary or required to uphold the validity and enforceability of this Agreement and the Applicable Rules, 17 Tune of Essence Tune is of the essence for each provision of this Agreement of which tune is an element -16- 2309"OM- 124sa19 1 2 5 6 DRAFT 18 Effective Date This Agreement shall become operative on the date the Enabling Ordinance becomes effective (the "Effective Date ") pursuant to Government Code Section 36937 19 Notices All notices and other communications given pursuant to this Agreement shall be in writing and shall be deemed received when personally delivered or upon the third (3rd) day after deposit in the United States mail, registered or certified, postage prepaid, return receipt requested, to the Parties at the following addresses If to City City of El Segundo 350 Main Street El Segundo, CA 90245 Attention City Clerk With a Copy to Burke, Williams & Sorensen 611 West Sixth Street 25th Floor Los Angeles, CA 90017 Attention, Mark D Hensley, Esq If to Developer TPG -El Segundo Partners, LLC 355 South Grand Avenue Suite 2820 Los Angeles, CA 90071 Attention Thomas S Ricci, Senior Vice President With a Copy to Greenberg Glusker Fields Claman Machtmger & Kinsella LLP 900 Avenue of the Stars Suite 2100 Los Angeles, CA 90067 Attention Dale J Goldsmith, Esq Any Party may, from tune to time, by written notice to the other, designate a different address which shall be substituted for the one above specified 20 Entire Agreement This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and all prior agreements or understandings, oral or written, are hereby merged herem This Agreement shall not be amended, except as expressly provided herem 21 Waiver No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision No waiver shall be binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought 17- 23099M2- 1246818.1 257 22 Severabil If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of tlus Agreement: provided. however. that in the event Section 3 1 23 Relationship of the Parties Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of any of the other Party in any respect Nothing contained herein or in any document executed in connection herewith shall be construed as creating the relationship of partners, Joint ventures or any other association of any kind or nature between City and Developer, Jointly or severally 24. No Third Party Beneficiaries This Agreement is made and entered into for the sole benefit of the Parties and their successors in interest No other person or party shall have any right of action based upon any provision of dus Agreement 25 Recordation of Agreement and Amendments This Agreement and any amendment thereof shall be recorded with the County Recorder of the County of Los Angeles by the City Clerk of City 26 Cooperation Between City and Developer City and Developer shall execute and deliver to the other all such other and further instruments and documents as may be reasonably necessary to carry out the purposes of this Agreement Upon satisfactory performance by Developer, and subject to the continuing cooperation of the Developer, City will commence and in a timely manner proceed to complete all steps necessary for the implementation of this Agreement and development of the Project or Property in accordance with the terms of this Agreement 27 Rules of Construction The captions and headings of the various sections and subsections of this Agreement are for convemence of reference only, and they shall not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement Should any provision of this Agreement be found to be in conflict with any provision of the Project Approvals or the Subsequent Approvals, the provisions of this Agreement shall prevail over the Project Approvals 28 Joint Preparation This Agreement shall be deemed to have been prepared jointly and equally by the Parties, and it shall not be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. 29 Governing Law and Venue This Agreement is made, entered into, and executed in the County of Los Angeles, California, and the laws of the State of California shall govern its interpretation and enforcement Any action, suit or proceeding related to, or ansing from, this Agreement shall be filed in the appropriate court having junsdiction in the County of Los Angeles M 730"110 oz- ira6arat 258 30 Attomeys' Fees In the event any action, suitor proceeding is brought for the enforcement or declaration of any right or obligation pursuant to, or as a result of any alleged breach of, this Agreement, the prevailing Party shall be entitled to its reasonable attorneys, fees and litigation expenses and costs, and any judgment, order or decree rendered in such action, suit or proceeding shall include an award thereof Attorneys' fees under this section shall include attorneys' fees on any appeal and any post - ,judgment proceedings to collect or enforce the judgment This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement 31 Countemart s This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument 32 Not a Public Dedication Except as otherwise expressly provided herein (including, but not 1lmited to, Sections 6 2 and 6 6 above), nothing herein contained shall be deemed to be a gift or dedication of the Property, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property Except for any portion of the Property which has been conveyed to the City by the Developer as provided in Sections 6 2 and 6 6 above, the Developer shall have the right to prevent or prohibit the use of the Property, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose which is not consistent with the development of the Project Any portion of the Property conveyed to the City by the Developer as provided herein shall be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City shall not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Property that would deprive the Developer of the material benefits of this Agreement, or would in any manner interfere a ith the development of the Project as contemplated by this Agreement 19- 2309900002 - 1246818 1 259 DRAFT IN WITNESS WHEREOF, Developer and City of El Segundo have executed this Development Agreement on the date first above written ATTEST Cindy Mortesen City Clerk APPROVED AS TO FORM a Mark D Hensley, City Attorney CITY CITY OF EL SEGUNDO, a municipal corporation m Mike Gordon, Mayor DEVELOPER TPG -EL SEGUNDO PARTNERS, LLC, a California limited liability corporation By _ Its By — Its -20- 2309900002 -124 MI&I 260 DRAFT EXHIBIT A PROPERTY DESCRIPTION PARCEL A A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT A POINT IN THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF THAT CERTAIN 12 625 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED FEBRUARY 25, 1929 AND RECORDED IN BOOK 7451 PAGE 166 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING DISTANT SOUTH 0 DEGREES 12 MINUTES EAST 564 44 FEET FROM THE NORTHERLY LINE OF SAID NORTHEAST QUARTER OF SECTION 7 AND BEING A POINT IN THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG SAID SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID 12 625 ACRE PARCEL, A DISTANCE OF 1400 00 FEET, THENCE SOUTH 89 DEGREES 47 MINUTES WEST PARALLEL WITH THE NORTHERLY LINE OF SAID NORTHEAST QUARTER, 650 00 FEET, THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG A LINE WHICH IS PARALLEL WITH AND DISTANT 650 00 FEET WESTERLY AT RIGHT ANGLES FROM THE FIRST DESCRIBED COURSE OF THIS DESCRIPTION, A DISTANCE OF 708 21 FEET, THENCE NORTHEASTERLY ALONG THE ARC OF A CURVE, TANGENT TO LAST COURSE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588 81 FEET, THROUGH A CENTRAL ANGLE OF 50 DEGREES 54 MINUTES 37 SECONDS, A DISTANCE OF 523 19 FEET, THENCE IN A DIRECT LINE NORTH 61 DEGREES 17 MINUTES EAST 492.17 FEET TO THE POINT OF BEGINNING EXCEPT THEREFROM THAT PORTION THEREOF LYING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 1, 1995 AS INSTRUMENT NO 95- 1439414 -21- 230"W0021UNIS1 261 DRAFT ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS PARCEL B A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. BEGINNING AT THE SOUTHEASTERLY CORNER OF THAT CERTAIN 17 858 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED NNE 15, 1948, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC, RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, SAID POINT BEING IN THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), DISTANT SOUTH 0 DEGREES 12 MINUTES EAST ALONG SAID WEST LINE 1964 44 FEET FROM THE NORTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE CONTINUING ALONG SAID WESTERLY LINE SOUTH 0 DEGREES 12 MINUTES EAST 678 96 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTHERLY LINE 650 00 FEET TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 650 00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET, THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG LAST SAID PARALLEL LINE 678 96 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF SAID 17 858 ACRE PARCEL, THENCE NORTH 89 DEGREES 47 MINUTES EAST ALONG THE SOUTH LINE OF SAID 17 858 ACRE PARCEL, A DISTANCE OF 650.00 FEET TO THE POINT OF BEGINNING _22_ 2309900002 - 12468181 262 DRAFT EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, BUT WITHOUT RIGHT OF SURFACE ENTRY, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS PARCEL C A STRIP OF LAND 100 FEET IN WIDTH BY 1820 82 FEET IN AVERAGE LENGTH, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCH OF SAUSAL REDONDO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS' BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 650.00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), SAID POINT BEING IN THE WESTERLY LINE OF THAT CERTAIN 10.1314 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED OCTOBER 23, 1950, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC, RECORDED IN BOOK 34649 PAGE 88, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, THENCE NORTH 0 DEGREES 12 MINUTES WEST ALONG SAID PARALLEL LINE, BEING ALONG THE WESTERLY LINE OF SAID 10 1314 ACRE PARCEL AND ALONG THE WESTERLY LINE OF THAT CERTAIN 17.858 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENTS COMPANY, TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, A DISTANCE OF 1387 17 FEET, MORE OR LESS, TO A CURVE POINT IN LAST SAID WESTERLY LINE, THENCE CONTINUING ALONG LAST SAID WESTERLY LINE, BEING ALONG THE ARC OF A CURVE, TANGENT TO LAST COURSE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588 81 FEET, THROUGH A CENTRAL ANGLE OF 42 DEGREES 24 MINUTES 18 SECONDS, A DISTANCE OF 435 78 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2 007 ACRE PARCEL OF LAND DESCRIBED IN DEED DATED MARCH 15, 1949, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, THENCE SOUTHWESTERLY ALONG -23- 230"OOM- 12"BIai 263 IR LAST SAID SOUTHERLY LINE, BEING ALONG THE ARC OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628 805 FEET, A DISTANCE OF 5 66 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS CONCENTRIC WITH AND DISTANT RADIALLY 100 FEET NORTHWESTERLY FROM THE SECOND DESCRIBED COURSE OF THIS DESCRIPTION, THENCE SOUTHWESTERLY ALONG LAST SAID CONCENTRIC LINE, BEING ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 589 81 FEET, A DISTANCE OF 431 53 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 65100 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG LAST SAID PARALLEL LINE 1387 17 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE NORTH 89 DEGREES 47 MINUTES EAST ALONG SAID SOUTH LINE, 1.00 FEET TO THE POINT OF BEGINNING, CONTAINING AN AREA OF 0 042 OF AN ACRE, MORE OR LESS EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, AS CONVEYED (A) TO STANDARD OIL COMPANY OF CALIFORNIA, BY DEED DATED DECEMBER 21, 1942, RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND (B) TO CHANSLOR CANFIELD MIDWAY OIL COMPANY, BY DEED DATED AUGUST 23, 1945, RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336 OF SAID OFFICIAL RECORDS PARCEL D THAT PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 7, 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 SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, WITH A LINE WHICH IS PARALLEL WITH AND DISTANT 30 0 FEET EASTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE NORTH 0 DEGREES 12 MINUTES 30 SECONDS WEST ALONG SAID PARALLEL LINE 1578 80 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2 007 ACRES PARCEL OF LAND DESCRIBED IN DEED DATED MARCH 15, 1949, FROM SANTA FE LAND IMPROVEMENT COMPANY, TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 29807 PAGE 332, OFFICIAL RECORDS -24- 230"W02a2"BI&i 264 OF SAID LOS ANGELES COUNTY, THENCE FOLLOWING ALONG THE SOUTHERLY LINE OF SAID 2 007 ACRES PARCEL, NORTH 78 DEGREES 47 MINUTES EAST 434 45 FEET, AND NORTHEASTERLY ALONG THE ARC OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628 805 FEET, A DISTANCE OF 182 61 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS CONCENTRIC WITH AND DISTANT RADIALLY 44 00 FEET NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF THAT CERTAIN 17.858 ACRES PARCEL OF LAND DESCRIBED IN DEED DATED JUNE 15, 1948, FROM SANTA FE LAND IMPROVEMENT CO., TO NORTH AMERICAN AVIATION, INC., RECORDED IN BOOK 27854 PAGE 191, OFFICIAL RECORDS OF SAID LOS ANGELES COUNTY, THENCE SOUTHWESTERLY ALONG SAID CONCENTRIC LINE, BEING ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 632 81 FEET, A DISTANCE OF 352 73 FEET, MORE OR LESS, TO A POINT IN A LINE WHICH IS PARALLEL WITH AND DISTANT 694 00 FEET WESTERLY AT RIGHT ANGLES FROM THE WESTERLY LINE OF DOUGLAS STREET (150 FEET WIDE), THENCE SOUTH 0 DEGREES 12 MINUTES EAST ALONG LAST SAID PARALLEL LINE, BEING TANGENT TO LAST DESCRIBED CURVE, A DISTANCE OF 1387 18 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 7, THENCE SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTH LINE 502 13 FEET, MORE OR LESS, TO THE POINT OF BEGINNING EXCEPT THEREFROM THOSE PORTIONS THEREOF DESCRIBED IN THE DEED TO THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY, A PUBLIC AGENCY, IN DEED RECORDED NOVEMBER 1, 1994 AS INSTRUMENT NO 94- 1978699 ALSO EXCEPT THEREFROM THAT PORTION, IF ANY, LYING NORTHERLY OF THE SOUTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, IN DEED RECORDED SEPTEMBER 1, 1995 AS INSTRUMENT NO 95- 1439430 ALSO EXCEPT THEREFROM ALL NATURAL GAS CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, BUT WITHOUT ANY RIGHT TO GO UPON OR USE THE SURFACE OF SAID LAND IN ANY MANNER FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SUCH NATURAL GAS, AS GRANTED TO STANDARD OIL COMPANY OF CALIFORNIA, A DELAWARE CORPORATION, BY DEED RECORDED ON JULY 27, 1943 IN BOOK 20145 PAGE 298, OFFICIAL RECORDS -25- 2309900002- 124MIS.t 9 F5 DRAFT ALSO EXCEPT THEREFROM ALL OIL, HYDROCARBON AND MINERAL SUBSTANCES, CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, WITHOUT ANY RIGHT TO ENTER UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING ANY SUCH OIL, HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY OTHER PURPOSES, AS GRANTED TO CHANSLOR- CANFIELD MIDWAY OIL COMPANY, A CORPORATION, BY DEED RECORDED ON SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336, OFFICIAL RECORDS PARCEL E THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, 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 IN THE GRANT DEED FROM THE SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 63330 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 435 35 FEET FROM THE EASTERLY TERMINUS THEREOF, THENCE SOUTH 89 DEGREES 56 MINUTES 28 SECONDS WEST 6.55 FEET, THENCE NORTH 29 DEGREES 28 MINUTES 46 SECONDS EAST 1149 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT 10 00 FEET NORTHERLY FROM THE COURSE HEREIN ABOVE CITED AS HAVING A BEARING OF SOUTH 89 DEGREES 56 MINUTES 28 SECONDS WEST AND A LENGTH OF 6 55 FEET; THENCE NORTH 89 DEGREES 56 MINUTES 28 SECONDS EAST 44 85 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 834 00 FEET, THENCE EASTERLY 7.58 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 31 MINUTES 15 SECONDS TO ITS INTERSECTION WITH SAID CERTAIN COURSE, THENCE SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 52 52 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING PARCEL F -26- 2309900002 - 1246618 1 266 THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, 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 IN THE GRANT DEED FROM THE SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633 30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 26 77 FEET FROM THE EASTERLY TERMINUS THEREOF, THENCE NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST 291 58 FEET TO A POINT ON A CURVE IN SAID SOUTHERLY LINE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628 805 FEET, (SAID CURVE BEING DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 294.76 FEET, MORE OR LESS), A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 35 DEGREES 26 MINUTES 04 SECONDS EAST, THENCE ALONG SAID SOUTHERLY LINE OF THE FOLLOWING COURSES NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2 DEGREES 26 MINUTES 38 SECONDS, AN ARC DISTANCE OF 26 82 FEET TO A POINT ON A NON - TANGENT CURVE IN SAID SOUTHERLY LINE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 588.81 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS NORTH 47 DEGREES 41 MINUTES 01 SECONDS WEST, AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 45 MINUTES 02 SECONDS, AN ARC DISTANCE OF 7 71 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT 10.00 FEET NORTHWESTERLY FROM THE COURSE HEREIN ABOVE CITED AS HAVING A BEARING OF NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST AND A LENGTH OF 291.58 FEET, THENCE LEAVING SAID SOUTHERLY LINE SOUTH 67 DEGREES 51 MINUTES 23 SECONDS WEST 3G7 43 FEET ALONG SAID PARALLEL LINE TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 834 00 FEET; THENCE SOUTHWESTERLY 8 41 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 0 DEGREES 34 MINUTES 41 SECONDS TO ITS INTERSECTION WITH SAID CERTAIN COURSE, THENCE NORTH 78 DEGREES 55 MINUTES 38 SECONDS EAST 52 30 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING PARCEL G THAT PORTION OF THE LAND IN THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUS AL REDONDO, IN THE -27- 2309900002 - 12468181 2 6 7 CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN THE GRANT DEED FROM THE SANTA FE LARD IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THAT CERTAIN COURSE DESCRIBED AS HAVING A BEARING OF NORTH 78 DEGREES 47 MINUTES EAST AND A LENGTH OF 633 30 FEET IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED, SAID POINT BEING DISTANT THEREON SOUTH 78 DEGREES S5 MINUTES 38 SECONDS WEST 26 77 FEET FROM THE EASTERLY TERMINUS THEREOF, THENCE NORTH 67 DEGREES 51 MINUTES 23 SECONDS EAST 291.58 FEET TO A POINT ON A CURVE IN SAID SOUTHERLY LINE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 682.805 FEET, (SAID CURVE BEING DESCRIBED IN SAID DEED AS HAVING A LENGTH OF 294.76 FEET, MORE OR LESS), A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 35 DEGREES 26 MINUTES 04 SECONDS EAST, THENCE SOUTHWESTERLY ALONG SAID CURVE AND SOUTHERLY LINE THROUGH A CENTRAL ANGLE OF 24 DEGREES 21 MINUTES 42 SECONDS, AN ARC DISTANCE OF 276 37 FEET TO THE EASTERLY TERMINUS OF SAID CERTAIN COURSE, THENCE SOUTH 78 DEGREES 55 MINUTES 38 SECONDS WEST 26 77 FEET ALONG SAID CERTAIN COURSE TO THE POINT OF BEGINNING P7 '"Te w. A PARCEL OF LAND IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 7, TOWNSHIP 3 SOUTH, RANGE 14 WEST, IN THE RANCHO SAUSAL REDONDO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT THE SOUTHEAST CORNER OF THAT CERTAIN 18 877 ACRE PARCEL OF LAND DESCRIBED I— DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC, RECORDED APRIL 2, 1951 IN BOOK 35937 PAGE 52, OFFICIAL RECORDS OF SAID COUNTY, SAID SOUTHEAST CORNER BEING A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 1.10 ACRE PARCEL DESCRIBED AS PARCEL NO 2 IN EASEMENT FROM SANTA FE LAND IMPROVEMENT COMPANY TO THE CITY OF EL SEGUNDO, RECORDED SEPTEMBER 28, 1953 IN BOOK 42792 PAGE 108, OFFICIAL RECORDS OF SAID COUNTY, THENCE ALONG THE EASTERLY LINE OF SAID 18 877 ACRE PARCEL THE FOLLOWING COURSES NORTH 0 DEGREES 12 MINUTES WEST 1387.18 FEET; THENCE NORTHERLY ALONG THE ARC OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 632 81 FEET, A DISTANCE OF 352 73 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY LINE OF THAT CERTAIN 2 007 ACRE PARCEL OF LAND DESCRIBED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY TO _28_ 230990000242468181 268 DRAFT THE ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED APRIL 11, 1949 IN BOOK 29807 PAGE 332, OFFICIAL RECORDS OF SAID COUNTY, LAST SAID POINT BEING IN THE ARC OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 628.805 FEET, THENCE, LEAVING SAID EASTERLY LINE, NORTHEASTERLY ALONG SAID SOUTHERLY LINE, AN ARC DISTANCE OF 106 49 FEET, MORE OR LESS, TO A POINT IN THE WESTERLY LINE OF THAT CERTAIN 0 042 ACRE PARCEL DESCRIBED IN DEED FROM SANTA FE LAND IMPROVEMENT COMPANY, TO NORTH AMERICAN AVIATION, INC, RECORDED JANUARY 2, 1951 AS INSTRUMENT NO 1761 IN BOOK 35204 PAGE 41, OFFICIAL RECORDS OF SAID COUNTY, THENCE ALONG SAID OF SAID 0 042 ACRE PARCEL THE FOLLOWING COURSES SOUTHERLY ALONG CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 589 81 FEET, A DISTANCE OF 431.53 FEET, MORE OR LESS, THENCE SOUTH 0 DEGREES 12 MINUTES EAST TO A POINT IN THE SOUTHERLY LINE OF SAID 1 10 ACRE PARCEL, THENCE WESTERLY LINE THE ARC OF A DISTANCE OF 1387 17 FEET SOUTH 89 DEGREES 47 MINUTES WEST ALONG SAID SOUTHERLY LINE 43 FEET, MORE OR LESS, TO THE POINT OF BEGINNING EXCEPT ALL NATURAL GAS AND ALL OIL, HYDROCARBON AND MINERAL SUBSTANCES IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SAID SUBSTANCES, AS GRANTED TO STANDARD OIL COMPANY OF CALIFORNIA, A CORPORATION, BY DEED RECORDED JULY 27, 1943 IN BOOK 20145 PAGE 298, OFFICIAL RECORDS AND TO CHANSLOR CANFIELD MIDWAY OIL COMPANY, A CORPORATION, BY DEED RECORDED SEPTEMBER 7, 1945 IN BOOK 22243 PAGE 336, OFFICIAL RECORDS -29- 2309900002. 12468181 �� �� DRAFT EXHIBIT B Recording Requested By and When Recorded Mail To Greenberg Glusker Fields Claman Machunger & Kinsella LLP 1900 Avenue of the Stars, Suite 2100 Los Angeles, California 90067 -4590 Arm Dale Goldsmith, Esq ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is made and entered into by and between TPG-EL SEGUNDO PARTNERS, LLC, a Califorrua limited liability company ( "Assignor "), and a ( "Assignee ") RECITALS A The City of El Segundo ( "City ") and Assignor entered into that certain Development Agreement dated , 2001 (the "Development Agreement "), with respect to the real property located in the City of El Segundo, State of California more particularly described in Exhibit "A" attached hereto (the "Project Site "), and B Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of Vesting Tentative Maps for the Project Site (collectively, the "Project Approvals ") C Assignor intends to sell, and Assignee intends to purchase that portion, of the Project Site more particularly described in Exhibit "B" attached hereto (the "Transferred Property') D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property THEREFORE, the parties agree as follows 1 Assignment Assignor hereby assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property Assignee hereby accepts such assignment from Assignor -30- 2309900002- 1246grg1 270 DRAFT 2 Assumption Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property, including but not limited to those obligations specifically allocated to the Transferred Parcel as set forth on Exhibit "C" attached hereto 3 Effective Date The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herem This Agreement shall be effective upon its recordation In the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Transferred Property 4 Remainder of Protect Any and all rights or obligations pertaining to such portion of the Project Site other than the Transferred Property are expressly excluded from the assignment and assumption provided In Sections 1 and 2 above IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below "ASSIGNOR" TPG -EL SEGUNDO PARTNERS, LLC, a California limited liability company Date By Its "ASSIGNEE" a Date By Its -31- 2389988002- 12468181 27i DRAFT RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of El Segundo on this _ day of CITY OF EL SEGUNDO Im STATE OF CALIFORNIA ) ) SS COUNTY OF ) Planning Director On 2001, before me, , a Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument WITNESS my hand and official seal Signature (Seal) STATE OF CALIFORNIA ) ) SS COUNTY OF ) On 2001, before me, , a Notary Public, personally appeared , personally known to me (or proved -32- 2309900002 - 12"818 1 2 7 W. to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument WITNESS my hand and official seal -33- 2309900002 - 1246818 1 r- DRAFT EXHIBIT C TENTATIVE PHASING PLAN Phase Start Construction Complete Construction PHASE I JULY 2002 JULY 2004 300,000 gsf mixed -use, proportional retail and associated parking PHASE II JANUARY 2003 JANUARY 2005 250,000 gsf mixed -use, proportional retail and associated parking PHASE III JULY 2003 JULY 2005 250,000 gsf mixed -use, proportional retail and associated parking PHASE IV JANUARY 2004 JANUARY 2006 250,000 gs f mixed -use, proportional retail and associated parking PHASE V JULY 2004 JULY 2006 250,000 gsf mixed -use, proportional retail and associated parking PHASE VI JANUARY 2005 JANUARY 2007 250,000 gsf mixed -use, proportional retail and associated parking PHASE VII JULY 2005 JULY 2007 250,000 gsf mixed -use, proportional retail and associated parking PHASE VIII JANUARY 2006 JANUARY 2008 250,000 gsf mixed -use, proportional retail and associated parking PHASE IX JULY 2006 JULY 2008 250,000 gsf mixed -use, proportional retail and associated parking PHASE X JANUARY 2007 JANUARY 2009 250,000 gsf mixed -use, proportional retail and associated parking Total Complete Buildout July 2009 z3a9s0000z- izasa[a i 274 1 2,000,000 gsf mixed -use, 550,000 re[a]l and associated parking -35- 2309900002- 12468181 275 DRAFT EXHIBIT D DEVELOPMENT FEE SCHEDULE City of El Segundo Fees: Police Service Mitigation Fee Fire Service Mitigation Fee Library Service Mitigation Fee $0 11 per gross floor area Deemed satisfied by the dedication of a fire station site $0 03 per gross floor area Traffic Mitigation Fee Per City Council Resolution No 3969 adopted May 21, 1996. subject to them lieu credits listed on Attachment D-1 Water Meter Installation Fees Per Title 14 of El Segundo Municipal Code -36- 2309%0002- 12468181 276 ATTACHMENT D -1 TO EXHIBIT D IN LIEU CREDITS AGAINST TRAFFIC MITIGATION FEE EIR IMPROVEMENT ESTIMATED PERCENTAGE ESTIMATED REF COST AMOUNT OF NO CREDIT B -1 Transportation Demand $25,000 1000/0 $25,000 Management Program B -2 Transit (Shuttle) $175,000 100% $175,000 B -3 Bicycle Station $100,000 100% $100,000 B -4 Bicycle Amenities $25,000 100% $25,000 B -5 Centralized Transportation $25,000 100% $25,000 Management Office ( "TMO ") B -6 Maple Avenue between $537,000 80% $430,000 Nash Street and Douglas Street B -7 Imperial Highway & $50,000 100% $50,000 Sepulveda Boulevard B -8 El Segundo Boulevard & $250,000 100% $250,000 Sepulveda Boulevard B-11 Imperial Highway & Nash $25,000 100% $25,000 Street/1- 105 Freeway Westbound Offramp (one- way operation only) B -12 Atwood Way & I -105 $250,000 80% $200,000 Freeway Eastbound Offramp (one -way operation only) B -13 Atwood Way & 1 -105 $250,000 80% $200,000 Freeway offramp (two - way operation only) B -14 El Segundo Boulevard & $150,000 100% $150,000 Douglas Street (two -way operation only) 2309900002 - 1246645.2 277 ATTACHMENT D -1 TO EXHIBIT D IN LIEU CREDITS AGAINST TRAFFIC MITIGATION FEE N/A Connection of Maple to $287,000 80% $230,000 Atwood Way The above- referenced costs are based on current estimates and may change upon mutual agreement of the parties The total amount of in lieu credits would be $1,535,000, assuming one -way operations of Nash Street and Douglas Street, and $1,660,000, assuming two -way operations 2309900002 - 1246645 2 p EXHIBIT "E" AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS This Agreement of Purchase and Sale and Escrow Instructions (the "Agreement ") is made as of , by and between TPG -El Segundo Partners, LLC, a California corporation ( "Seller "), and the City of El Segundo, a municipal corporation (`Buyer ") Recitals A Seller is the owner of the approximately 5 acres of unimproved real property located at the northwest comer of Mariposa Avenue and Douglas Street, El Segundo, Califorma, described in Paragraph 1.1 below B In consideration of the agreements set forth in this Agreement, Seller has agreed to sell the Property to Buyer, and Buyer has agreed to purchase the Property from Seller under the terms of this Agreement for use as a public recreational facility THE PARTIES AGREE AS FOLLOWS. Sale of Property; Purchase Price 1 1 Sale of Property Seller shall sell to Buyer and Buyer shall purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement (i) that certain real property containing approximately 5 acres and located at the northeast corner of Manposa Avenue and Nash Street, in El Segundo, California and more particularly described in Exhibit "1 1" attached hereto (the "Real Property"), (n) all appurtenances to the Real Property owned by Seller, including, without limitation, all development rights, air rights, mineral rights, water, water rights and water stock relating to the Real Property (the "Appurtenant Rights ") The Real Property and the Appurtenant Rights are collectively referred to herein as the "Property " 1.2 Purchase Price Buyer shall pay to Seller as the total purchase price for the Property (the "Purchase Price") an amount equal to the fair market value of the Property, as determined by an independent appraisal as provided in Paragraph 2.12 below, not to exceed $5,000,000. The Purchase Price shall be payable as follows: 1.2 1 Deposits Buyer shall deposit the sum of $50,000 (the "Deposit ") to Seller into "Escrow" (as defined in Paragraph 2 1 below) in immediately available funds concurrently with the Opening of Escrow (as defined in Paragraph 2.1 below). 12.2 Balance The balance of the Purchase Price (the "Balance ") shall be deposited by Buyer in immediately available funds into Escrow no later than two (2) business days before the Closing Date (as defined in Paragraph 2 2 below) Escrow, Closing Conditions 21 Escrow. No later than five (5) business days after the execution of this Agreement by Buyer and Seller, Buyer and Seller shall open an escrow (the "Escrow ") with (the LA #90172 v2 _1 2309900002.1246027 4 279 EXHIBIT "E" "Escrow Holder ") and shall deliver a fully executed copy of this Agreement to Escrow Holder The deposit with Escrow Holder of this Agreement shall constitute the opening of Escrow (the "Opening of Escrow ") and authorization to Escrow Holder to act in accordance with the terms of thus Agreement Escrow Holder's standard provisions are attached hereto as Exhibit "2.1" and shall become a part hereof, provided, however that if there is any conflict or inconsistency between such standard provisions and this Agreement, then this Agreement shall control 22 Closing Date The Escrow shall close on that date which is thirty (30) days following the expiration of the Feasibility Period (the "Closing Date "), but in no event shall the Closing occur later than Notwithstanding the foregoing, the "Closing" or "Close of Escrow" (as defined in Paragraph 2.7 below) shall not occur unless the conditions to the Close of Escrow set forth in this Agreement have been satisfied or waived, including, without limitation, (i) the conditions set forth in Paragraphs 2.9 and 2 10 below, (u) the condition that all items described in Paragraphs 2 5 and 2 6 below shall have been deposited with Escrow Holder, and (iii) the condition that the "Title Company" (as defined in Paragraph 2 3 below) has unconditionally committed to issue the "Title Policy" (as defined in Paragraph 2 3 below) If any of such conditions have not been satisfied or waived on or before the Closing Date and neither party is in default hereunder, ttus Agreement and the Escrow shall terminate, and the provisions of Paragraph 2 11 below shall apply 2.3 Title and Title Insurance Seller shall convey title to the Property to Buyer by a grant deed (the "Grant Deed ") At the "Close of Escrow," (the "Title Company"), shall issue through Escrow an ALTA Owner's Policy of Title Insurance (the "Title Policy ") with liability in the amount of the Purchase Price, insuring fee title to the Property vested in Buyer, subject only to the following exceptions (the "Permitted Exceptions ") (1) the standard printed exceptions set forth in the Title Policy, (u) general and special taxes and assessments not then delinquent, (iii) those certain exceptions which have been approved by Buyer as provided in Paragraph 2.9.2 below, and (iv) any exceptions to title created by or made through Buyer 24 Costs. 2.4.1 Escrow Holder's fees with respect to the Escrow shall be shared equally by Seller and Buyer 2.4.2 Seller shall pay the premium for the CLTA portion of the Title Policy The additional cost for the ALTA coverage and any endorsements to the Title Policy requested by Buyer shall be paid for by Buyer Buyer shall pay all costs and expenses, if any, incurred in connection with its obtaining a survey of the Property LA #80172 Q 2309900002 - 1246027 4 -2- 230 EXHIBIT "E" 2.4.3 All expenses and charges incurred in connection with the discharge of delinquent taxes, if any, or hens or encumbrances on the Property (other than those Permitted Exceptions), shall be paid by Seller. 2.4 4 All installments of bonds, special taxes or assessments which are a hen on the Property prior to the time of Closing shall be paid by Seller 2 4 5 Each party shall be responsible for payment of the fees and expenses of its counsel relating to this Agreement and the transactions contemplated hereby 2 4 6 Any documentary or transfer taxes and recording fees shall be paid by Seller 2.4 7 Any other closing costs or charges are to be paid as is customary in the County of Los Angeles, California 2.5 Deposit of Documents and Funds by Seller. Seller shall deposit with Escrow Holder the following items no later than two (2) business days prior to the Closing Date, duly executed and acknowledged where required 2.5.1 The Grant Deed 2 5.2 An affidavit certifying that Seller is not a "foreign person," as defined in the Internal Revenue Code 2.5.3 All other documents as may reasonably be required by Escrow Holder or the Title Company to close the Escrow in accordance with this Agreement 26 Deposit of Documents and Funds by Buyer. Buyer shall deposit with Escrow Holder the following items no later than two (2) business days prior to the Closing Date, duly executed and acknowledged where required. 2.6 1 The Balance, plus such additional funds as are required to pay Buyer's costs and prorations as provided in Paragraph 2 4 above and Paragraph 2 8 below, less any credits Buyer is entitled to hereunder 2 6 2 A completed and originally executed Preliminary Change of Ownership Report in the form required by the Los Angeles County Recorder's Office (the "Change of Ownership Report ") 26.3 The Covenant (as defined in Paragraph 10 below) 2.64 All other funds and documents as maybe reasonably required by Escrow Holder to close the Escrow m accordance with this Agreement 27 Delivery of Documents and Funds at Closin The performance of the acts set forth in this paragraph shall constitute the "Closing" or the "Close of Escrow" as such LA #80172 Q 2309900002 - 1246027 4 -3- 281 EXHIBIT "E" terms are used in this Agreement The Escrow Holder shall conduct the Closing by recording and distributing the following described documents and funds in the following manner 2.7.1 Record the Grant Deed and the Covenant in the Office of the County Recorder of Los Angeles County and simultaneously deliver the Change of Ownership Report to such Office The Covenant shall be recorded prior to the recordation of any deed of trust of any purchase money lender of Buyer 2.7.2 Obtain and deliver the original Title Policy to Buyer and a copy to Seller 2.7.3 Deliver to Seller on the Closing Date in immediately available funds the sum of the Balance, and such other funds, if any, due Seller by reason of prorations, less Seller's closing costs and prorations, if any, as provided in Paragraph 2.4 above and Paragraph 2.8 below, and any credits Buyer is entitled to hereunder 2 7 4 Pay the costs referred to in Paragraph 2 4 above 28 Proration 28.1 Taxes Escrow Holder shall prorate on a 365 -day basis the real estate taxes on the Real Property for the current fiscal year as of the Close of Escrow based upon the most current real estate tax information available Any supplemental real estate taxes on the Real Property attributable to the period prior to the Closing Date shall be paid by Seller outside of Escrow 2 8.2 Utilities Escrow Holder shall prorate through Escrow, on a 365 - day basis all water, gas, electric and other utility services, if any, on the Property 29 Buyer's Conditions to Closing Buyer shall not be obligated to proceed to the Close of Escrow and the Closing shall not occur unless and until, in addition to all other conditions contained in this Agreement, the following conditions have been satisfied or waived in writing by Buyer 2 9 1 Evaluation of Property 2 9 1 1 Feasibility Period Buyer shall have a reasonable amount of time, but no more than one hundred eighty (180) days after execution of this Agreement by both parties (the "Feasibility Period "), in Buyer's sole discretion, to (a) determine the feasibility of using the Property as a public recreational facility, (b) approve the results of all tests or studies conducted by or on behalf of Buyer including any tests, inspections or studies pursuant to Paragraph 9 below, and (c) deliver written notice thereof to Seller and Escrow Holder Buyer's failure to notify Seller or Escrow Holder prior to the expiration of the Feasibility Period of Buyer's disapproval of any of Buyer's feasibility studies shall constitute Buyer's election to proceed to the Close of Escrow Buyer agrees that during the Feasibility Period, Buyer shall keep Seller reasonably informed as to the status of Buyer's various inspections and feasibility studies Seller will cooperate with Buyer in connection with Buyer's inspections Buyer shall commence and complete such tests, studies and inspections with reasonable speed and diligence LA #80172 v2 2309900002- 1246027 4 2R2_ EXHIBIT "E" 2 9 12 Related Documents. Within ten (10) calendar days following execution of this Agreement, Seller shall deliver to Buyer copies of any technical studies or reports in Seller's possession regarding the environmental, seismic, or geotechnical condition of the Property, provided, however, that Seller does not represent or warrant that any such studies or reports exist or are in Seller's possession 2.9.2 AMnroval of Title Promptly following the execution of this Agreement by Buyer and Seller, the Title Company shall deliver to Buyer a preltmmary title report issued by the Title Company (the "Title Report ") for the Property (as well as copies of all title documents referred to therein) Buyer shall have approved in writing to Seller all matters affecting title to the Real Property prior to the fifteenth (15th) day following Buyer's receipt of the Title Report-and copies of all title documents referred to therem.. The failure of Buyer to approve or disapprove any matter affecting title by written notice to Seller within such period shall be deemed Buyer's approval of that matter. Buyer shall not be entitled to disapprove liens for current nondelinquent property taxes. Should Buyer disapprove any matters of title, Seller shall determine, within ten (10) days after Seller receives Buyer's timely notice of disapproval (the "First Notice "), whether Seller is able, in Seller's reasonable discretion, to cause such disapproved items to be eliminated prior to or at Closing If Seller determines, within such ten (10) day period, that it is unable, in Seller's reasonable discretion, to cause certain disapproved items to be eliminated prior to or at Closing, Seller shall give written notice to Escrow Holder and to Buyer specifying those disapproved matters (the "Second Notice ") If Seller does not deliver the Second Notice, then Seller shall be deemed to have agreed to cause such disapproved items to be removed from title to the Property prior to or at the Closing, in which event, Seller covenants to so remove such disapproved items If Seller delivers the Second Notice specifying certain disapproved matters, and if Buyer is unwilling to waive Buyer's disapproval of those matters, Buyer shall give Seller and Escrow Holder written notice of Buyer's unwillingness, in Buyer's sole discretion, on or before the tenth (10th) day following Buyer's receipt of the Second Notice (the "Third Notice "), and this Agreement and the Escrow shall terminate in accordance with Paragraph 2 11 herein If Buyer does not give the Third Notice within such 10 -day period, Buyer shall be deemed to have waived its prior disapprovals except as to those matters Seller has eliminated or will eliminate prior to or at the Closing, and the condition contained in this Paragraph 2 9 2 shall be deemed satisfied 2.9.3 Issuance of Title Policy. The Title Company has issued the Title Policy as of the Close of Escrow subject only to Permitted Exceptions 2.9 4 Waiver. The foregoing conditions set forth in this Paragraph 2 9 are for the benefit of Buyer, and may be waived by Buyer in writing delivered to Seller and Escrow Holder In satisfying the foregoing conditions, Buyer and Seller shall each exercise good faith, reasonableness and diligence However, decisions authorized to be made in the sole discretion of either Buyer or Seller shall be final and not subject to review or challenge on any basis 2.9 5 Obligation to Close If the foregoing conditions set forth in this Paragraph 2 9 are not timely satisfied or waived by Buyer in accordance with Paragraph 2 9.4 above, this Agreement shall terminate and the provisions of Paragraph 2 11 below shall apply If LA #80172 Q 2309900002 - 1246027 4 -5- 283 EXHIBIT "E" each of the conditions set forth in Paragraphs 2 9 1 and 2.9.2 above are timely satisfied or waived by Buyer, then Buyer shall be obligated to proceed with the Close of Escrow 2.10 Final Subdivision Man It shall be a condition precedent to Seller's and Buyer's obligation to proceed with the Close of Escrow (which condition cannot be waived by either Seller or Buyer) that the transactions contemplated hereunder comply with the California Subdivision Map Act (California Government Code Section 66410, et seq.) and all local ordinances adopted pursuant thereto (collectively the "Map Act ") Therefore, as of the Close of Escrow, Seller shall obtain and record, or cause to be recorded, a final tract map (the "Map ") or other document if such is in accordance with the Map Act as may be legally necessary to reconfigure the Real Property into one or more legal parcels under the Map Act for conveyance to Buyer Seller covenants to use its good faith reasonable efforts to record the Map as soon as possible following the execution of this Agreement Seller shall pay all costs and expenses in preparing and recording the Map If the conditions set forth herein have not been satisfied by the Closing Date, then this Agreement shall terminate and the provisions of Section 2.11 below shall apply 211 Termination. Upon any termination of this Agreement and the Escrow (if applicable) for any reason other than either party's default hereunder, (i) each party shall execute such documents as Escrow Holder may reasonably require to evidence such termination, (u) Escrow Holder shall return all documents to the party who deposited them, (iii) Escrow Holder shall charge its fees and expenses to both parties equally unless the termination of this Agreement is as a result of a default by one of the parties hereto, in which event the defaulting party shall be solely responsible for such fees and expenses, (iv) Escrow Holder shall return the Deposit to Buyer, less such fees and expenses charged to Buyer, (v) Buyer shall return to Seller all documents delivered to it by Seller relating to the Property, and (vi) all obligations of either party relating to this Agreement and the Property shall terminate 212 Appraisal It shall be a condition precedent to Seller's and Buyer's obligation to proceed with the Close of Escrow (which condition may be waived by mutual written agreement of Buyer and Seller) that an independent appraisal be conducted during the Feasibility Period to ascertain the Purchase Price of the Property, provided, however, if a lawsuit is filed challenging the Development Agreement or other entitlements granted to Seller pertaining to the Property, then the appraisal shall be prepared following final resolution of such lawsuit and the Feasibility Period shall be extended until such final resolution The parties shall mutually select the appraiser If the parties are unable to agree upon an appraiser within thirty (30) days from the Opening of Escrow, each party shall select its own appraiser, and the two appraisers will be instructed to appraise the Property at the appropriate time. If the two appraisals are different in value, then the two appraisals will be averaged together and that average will constitute the appraised price The Purchase Price shall be the appraised price, not to exceed $5,000,000 The parties shall mutually agree to certain qualifications for the appraisers Each party shall pay one -half of the costs of the appraisal(s) The Property shall be appraised as park land 3 Seller's Representations and Warranties Seller hereby represents and warrants to Buyer that, unless otherwise provided, at the date of execution hereof and at and as of the Closing Date LA #80172 v2 2309900002- 1246027 4 284 MUHBIT "E" 3.1 Corporate Existence and Authority Seller is a limited liability company (i) validly existing and in good standing under the laws of the State of California; and (u) duly authorized, qualified and licensed under any and all laws, ordinances, rules, regulations and requirements of all governmental authorities to do all things required of it under or in connection with this Agreement. This Agreement and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by Seller are duly executed by and binding upon and enforceable against Seller 3.2 Documents. To Seller's actual knowledge, all the documents and information delivered by Seller to Buyer in connection with the Property and this Agreement and the exhibits attached thereto are true and correct copies of what they purport to represent 33 Non - Foreign Person. Seller is not a "foreign person" within the meaning of Internal Revenue Code §1445 34 Litigation. To Seller's actual knowledge, Seller has not been served in connection with any litigation or other proceeding respecting the Property or its use 3 5 Eminent Domain. To Seller's actual knowledge, there is no existing or proposed eminent domain proceeding against the Property, or any part thereof. Except where expressly mdreated to the contrary, the phrase "to Seller's actual knowledge" as used herein shall mean the actual knowledge of Thomas S. Ricci or an officer or director of Seller. 4 Buyer's Representations and Warranties Buyer hereby represents and warrants to Seller that at the date of execution hereof and at and as of the Closing Date, Buyer is a municipal corporation (i) validly existing and in good standing under the laws of the State of California, and (n) duly authorized, qualified and licensed under any and all laws, ordinances, rules, regulations and requirements of all governmental authorities to do all things required of it under or in connection with this Agreement. This Agreement and all agreements, instruments and documents herein provided to be executed or to be caused to be executed by Buyer are duly executed and binding on and enforceable against Buyer 5 Buyer's Examination of the Property. Except as provided elsewhere in this Agreement, Seller makes no representation or warranty respecting the Property, or any portion thereof, or otherwise in connection with the transaction contemplated hereby Without limiting the generality of the foregoing, Buyer hereby acknowledges that Buyer will be purchasing the Property "AS IS" without representation or warranty of any kind, except as provided in Paragraph 3 above and Paragraph 7 below, and more specifically that (a) Prior to the Close of Escrow, Buyer will have made its own independent investigation of the Property and all other aspects of this transaction, and has relied entirely thereon and on the advice of its independent consultants (if any) in entering into this Agreement (b) Prior to the Close of Escrow, Buyer will have reviewed all instruments, records and documents which Buyer deemed appropriate or advisable to review in connection LA #801 72 Q 2309900002 - 12460274 IVA EXHIBIT "E" with the Property and this transaction, and Buyer will have determined that the information and data contained therem or evidenced thereby was satisfactory to Buyer (c) Subject to the conditions, covenants, representations and warranties of the parties set forth herein, notwithstanding any adverse effect on the marketability, desirability or value of the Property or any portion thereof which occurs between the execution of this Agreement and the Closing Date, including, without limitation, any adverse effect ansing from or related to any changes or proposed changes to any governmental laws, ordinances, statutes, rules,or regulations, the transactions contemplated by this Agreement shall be consummated on the terms and conditions contained herein. 6 Covenants by Seller. Commencing with the execution of this Agreement and until the Close of Escrow 61 Seller agrees not to place any liens, encumbrances, or easements on the Property, other than the Permitted Exceptions, nor will Seller enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affectmg the Property that would be binding on Buyer or the Property after the Close of Escrow, without the prior written consent of Buyer 62 Seller agrees to maintain the Property in its condition on the date of this Agreement, ordinary wear and tear excepted, and agrees not to permit any act of waste or act that would tend to diminish the value of the Property in any way 7 Additional Representations & Warranties of Seller Seller represents and warrants to Buyer as of the date of this Agreement and as of the Close of Escrow 7 1 To the best of Seller's knowledge, and except as disclosed by Seller to Buyer in writing prior to the end of the Feasibility Period 7.1.1 Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any law, regulation or official policy of any local governmental agency, the State of California or the United Stated Government regulating or controlling Hazardous Substances as hereinafter defined (collectively, "Environmental Law "), or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Substances on the Property or the potential violation of any Environmental Law 7 1.2 There is no monitoring program required by the Environmental Protection Agency ( "EPA ") or any similar state agency concerning the Property 7.13 Seller has disclosed to Buyer all information, records, and studies maintained by Seller in connection with the Property concerning Hazardous Substances 7 1.4 For the purposes of this Paragraph 7. 1, the phrase "to the best of Seller's knowledge" shall mean the actual knowledge of Thomas C Ricci or an officer or director of Seller I.A #80172 Q -g- 2309900002 - 1246027 4 2 8 G EXHIBIT "E" 72 Other than those disclosed by Seller to Buyer in writing prior to the execution hereof, there are no contracts or other agreements relating to the Property which will be in force on the Closing Date, and there is not monetary default or material non - monetary default thereunder by Seller that remains uncured Mutual Indemnities 8.1 Seller agrees to indemnify, defend and hold Buyer harmless from and against all claims, losses, liabilities, damages, actions, judgments, costs and expenses (including reasonable attorneys' fees) ansing out of the acts or omissions of Seller, its agents, employees, representative, contractors, guests and invitees in or about the Property prior to the Closing or the conduct of business by Seller at the Property prior to the Closing 8.2 Buyer agrees to indemnify, defend and hold Seller harmless from and against all claims, losses, liabilities, damages, actions, judgments, costs and expenses (including reasonable attorneys' fees) ansmg out of the acts or omissions of Buyer, its agents, employees, representative, contractors, guests and invitees in or about the Property after the Closing or the conduct of business by Buyer at the Property after the Closing 9 Hazardous Material 91 Definition of Hazardous Material. As used herem, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government 9.2 Right to Inspect Prior to the expiration of the Feasibility Period, Buyer shall have the right, at its sole cost and expense, to conduct such physical inspections of the Property as necessary in order to determine the presence or absence of Hazardous Material on or under the Property Such inspections by Buyer shall be conducted at reasonable times and under reasonable circumstances and shall be subject to the prior approval of Seller which shall not be unreasonably withheld Buyer shall promptly deliver the results of such inspections to the Seller 93 Cleanup of Hazardous Material. If Buyer determines that a legally unacceptable level, according to applicable governmental standards, of Hazardous Material exists on or under the Property, then Buyer may, in Buyer's sole discretion, terminate this Agreement In such case, Buyer shall bear its own inspection costs, and the provisions of Paragraph 2.11 shall apply If Buyer elects not to so terminate this Agreement, then Seller shall commence to remove such Hazardous Material from the Property, in which event the Close of Escrow shall be delayed until following Seller's completion of such removal If Seller commences to remove such Hazardous Material, Seller shall thereafter diligently proceed with such removal at Seller's sole cost and expense, and in accordance with all applicable laws, rules, and regulations 94 Buyer's Inspection If Seller removes such Hazardous Material pursuant to Paragraph 9.3 above, upon completion of such removal, Seller shall deliver to Buyer and to Escrow Holder notice stating that such removal has been completed. Within thirty (30) days CA #90172 v2 -9- 2309900002- 1246027 4 287 E3CHIBIT "E" following Buyer's receipt of such notice, Buyer shall inspect the Property in order to determine the presence or absence of Hazardous Material on or under the Property; provided, however, that Seller shall have the right to reasonably approve Buyer's agent who is to conduct such inspection If such inspection reveals that the level of Hazardous Material remaining on or under the Property is at or less than the allowable level under applicable governmental rules or regulations, then Buyer shall be obligated to proceed to the Close of Escrow, and the Close of Escrow shall occur within two (2) weeks following Buyer's inspection 95 Indemnification 9 5 1 If following Buyer's inspection of the Property (and any removal by Seller of Hazardous Material from the Property), the parties proceed to the Close of Escrow, Buyer shall indemnify, defend and hold Seller harmless from any and all claims, demands (including demands by any governmental agency), liabilities, costs, expenses, penalties, damages, losses and liens, including reasonable attorneys' fees, arising out of or with respect to (1) any subsequent release of Hazardous Material on or under the Property caused by or through Buyer The indemnity provided herein shall survive the Close of Escrow and shall not be merged into the Grant Deed 9 5.2 If following Buyer's inspection of the Property (and any removal by Seller of Hazardous Materials from the Property), the parties proceed in the Close of Escrow, Seller shall indemnify, defend and hold Buyer harmless from any and all claims, demands (including demands by any governmental agency), liabilities, costs, expenses, penalties, damages, losses and liens, including reasonable attorneys' fees, ansmg out of or with respect to (1) any Hazardous Materials placed on or under the Property by Seller or its agents, (2) any Hazardous Materials of which Seller has actual knowledge, but did not disclose to Buyer, on or before the Close of Escrow, and (3) any migration of Hazardous Materials onto or under the Property from the adjacent property owned by Seller The indemnity provided herein shall survive the Close of Escrow and shall not be merged into the Grant Deed 9.6 Release If following Buyer's inspection of the Property (and any removal by Seller of Hazardous Material from the Property if so elected by Seller), the parties proceed to the Close of Escrow, then 9 6 1 Buyer and its elected and appointed officials, employees, contractors, agents, and each of them, and their respective successors and assigns, agree to forever release, discharge and acquit Seller and its parent, subsidiary and/or affiliate corporations, partnerships (general and limited), partners, directors, officers, shareholders, and employees, and each of them, and their successors and assigns, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of duty of any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, costs, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character (including without limitation reasonable attorneys' fees) (collectively "Claims "), and irrespective of how, why or by reason of what facts, whether heretofore or now existing, or which could, might or may be claimed to exist in the future, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as if fully set forth herein at length, which in any way anse out of, or are connected with or relate to u #80172 v2 -10- 2309900002- 1246027 4 2 8P EXHIBIT "E" (1) any subsequent release of Hazardous Material on or under the Property caused by or through Buyer, and (2) any required clean-up of any and all Hazardous Material existing on or under the Property as of the Close of Escrow that Buyer did not discover during its inspection and testing of the Property as provided in Paragraphs 9 2 and 9.4 above, except for any Hazardous Materials placed on or under the Property by Seller or its agents, or any Hazardous Materials of which Seller has actual knowledge, but did not disclose to Buyer, on or before the Close of Escrow Notwithstanding anything to the contrary contained herein, the release provided in &us Paragraph 9 6 shall not extend to any past owners of the Property, even if such past owners succeed to Seller's interest in or to a portion of the Property. 9 6 2 Buyer and Seller each respectively hereby agrees, represents and warrants that it has had advice of counsel of its own choosing in negotiations for and the preparation of this Agreement (including, without limitation, Paragraphs 9.1 through 9.6 1 herein), that it has read Paragraphs 9 1 through 9 6, that it has had such Paragraphs fully explained by such counsel, and that it is fully aware of their contents and legal effect 10 Buyer's Covenants Buyer shall execute a covenant to Seller's reasonable satisfaction running with the Property (the "Covenant ") that restricts Buyer's use of the Property solely for the purposes of constructing, operating, and maintaining a public park/and or soccer fields or smular public facilities compatible with the improvements on Seller's adjacent property, such as a police station or community center The Covenant shall further provide that Buyer shall consult with Seller in developing plans and specifications for any proposed buildings or structures on the Property in order to assure compatibility with existing and proposed development on Seller's adjacent property, including, but not hmited to, providing appropriate landscaping and using materials and finishes which complement the improvements on Seller's adjacent property, provided, however, that Seller shall not have any right of approval over such buildings or structures The provisions of the Covenant shall survive the Close of Escrow for a period of 30 years and shall not be merged into the Grant Deed. I 1 Casualties Buyer and Seller each acknowledge that there are no improvements currently located on the Property and that Buyer is purchasing the Property for its land value. 12 Removal of Personal Property Prior to the Close of Escrow Seller shall remove any items of personal property from the Property Such removal shall not affect the amount of the Purchase Price or any other terms or conditions of this Agreement 13 Right of Entrv. Buyer and its representatives, employees, contractors, agents and designees shall have the right to enter upon the Property, at Buyer's sole cost and expense, in order to inspect and investigate the Property and to conduct any and all surveys, tests and studies Buyer deems necessary or convenient, provided that Buyer shall restore any damage done to the Property as the result of any such tests, surveys or studies Prior to any entry upon the Property Buyer shall designate in writing to Seller one or more representatives of Buyer who shall accompany any of such persons each time they enter upon the Property. Such entry or review shall be made only after reasonable advance written notice to Seller by Buyer and at times reasonably acceptable to Seller. Buyer shall mdemmfy and defend Seller against and hold Seiler and the Property free and harmless from any and all claims, demands, liabilities, costs, expenses, penalties, damages, losses and liens, including reasonable attorneys' fees, ansing out of any such i.A #80172 v2 -11- 2309900002 - 1246027 4 289 EXHIBIT "E" entry by Buyer or its representatives, employees, agents, contractors or designees. The indemnity provided for herein shall survive the termination of this Agreement or the Close of Escrow hereunder and shall not be merged into the Grant Deed The inspections of the Property shall be subject to the terms of this Paragraph 13 and shall be considered entries upon the Property for the purposes of this Paragraph 13 14 Condemnation This Agreement is subject to the provisions of California Civil Code, Section 1662 (the "Statute ") For the purposes of the Statute in determining whether a taking by eminent domain is of a "material part" of the Property, it shall be material if the taking exceeds ten percent (10 %) of the gross land area of the Real Property It is hereby understood that in the event of a taking of a "material part' ' of the Property, then Buyer shall not be obligated to proceed to the Close of Escrow hereunder In the event of such a condemnation of less than a "material part," Buyer and Seller shall, nonetheless, proceed to Closing without abatement of the Purchase Price but Seller shall assign to Buyer all of Seller's right to recover from the condemning authority Seller agrees that it will both before and after the Closing Date execute such documents or instruments and further assurances as Buyer may reasonably request in order to facilitate such recovery by Buyer, and Seller will cooperate in any manner reasonably requested by Buyer 15 Delivery of Possession Except as expressly provided herein, Seller shall deliver possession of the Property to Buyer at the Close of Escrow. 16 No Commissions Seller represents and warrants to Buyer that Seller has made no statement or representation nor entered into any agreement with a broker, salesman or finder in connection with the transactions contemplated by this Agreement. Buyer represents and warrants to Seller that Buyer has made no statement or representation nor entered into any agreement with a broker, salesman or finder in connection with the transactions contemplated by this Agreement In the event of a claim for brokers' or finders' fees or commissions in connection with the negotiation or execution of this Agreement or the transactions contemplated hereunder, Seller shall indemnify, hold harmless and defend Buyer from and against such claim if it shall be based upon any statement or representation or agreement alleged to have been made by Seller, and Buyer shall indemnify, hold harmless and defend Seller if such claim shall be based upon any statement, representation or agreement alleged to have been made by Buyer 17 Attorneys' Fees If any action or proceeding shall be brought by either party in order to enforce the provisions of this Agreement, or to collect damages as a result of the breach of any of the provisions of this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred in connection therewith, including attorneys' fees 18 Notices. Whenever Escrow Holder or any party hereto shall desire to give or serve upon the other any notice, demand, request or other communication, each such notice, demand, request or other communication shall be in writing, shall be given by personal delivery (including by commercial courier or delivery service) or by registered or certified United States mail, return receipt requested, postage prepaid, addressed as follows LA #90172 v2 -12- 2309900002- 1246027 4 290 TO SELLER with a copy to TO BUYER with a copy to TO ESCROW HOLDER EXHIBIT "E" TPG -El Segundo Partners, LLC 355 South Grand Avenue Suite 2820 Los Angeles, CA 90071 Attention Thomas S. Ricci, Senior Vice President Greenberg Glusker Fields Claman Machtmger & Kinsella LLP 1900 Avenue of the Stars Suite 2100 Los Angeles, CA 90067 Attention Dale J Goldsmith, Esq City of El Segundo 350 Main Street El Segundo, CA 90245 Attention. City Clerk Burke, Williams and Sorensen 611 West Sixth Street 25th Floor Los Angeles, CA 90017 Attention: Mark D Hensley, Esq To the address supplied by Escrow Holder to Buyer and Seller at the Opening of Escrow Any such notice, demand, request or other communication shall be deemed effective on the day of actual delivery as shown by the addressee's return receipt If the date on which any notice to be given hereunder (or if the date of Closing) falls on a weekend or legal holiday then such date shall automatically be extended to the next business day immediately following such weekend or holiday The foregoing addresses maybe changed by notice given in accordance with this Paragraph 18 LA #80172 Q 2309900002- 1246027 4 -13- 291 EXHIBIT "E" 19 Amendment. Complete Agreement All amendments and supplements to this Agreement must be in writing and executed by Buyer and Seller. All understandings and agreements between the parties (including any printed offer of sale provided by Seller to Buyer) regarding the Property are merged in this Agreement, which alone fully and completely expresses the agreement of the parties regarding the Property This Agreement has been entered into after full investigation of the facts by both parties and neither party has relied on any statement or representation not embodied m this document This Agreement has been drafted through a point effort of the parties and their counsel and therefore shall not be construed against either of the parties as the draftsperson 20 Governing Law This Agreement shall be governed under the laws of the State of California 21 Counterparts, Headings and Defined Terms This Agreement may be executed in several counterparts each of which shall be an original, but all of such counterparts shall constitute one such Agreement. The headings used herein are for convemence only and are not to be construed to be part of this Agreement For the purposes of this Agreement, (a) the term "including" means "including without limitation," and (b) when a time period is specified in this Agreement for the performance of an act or the occurrence of an event, "days" shall mean "calendar days," unless otherwise specified herein 22 Time of the Essence Time is of the essence of this Agreement 23 Waiver The waiver by one party of performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered to be a waiver by it of any other covenant, condition or promise. The waiver by either or both parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time The exercise of any remedy provided in this Agreement shall not be a waiver of any other remedy provided by law. 24 Third Parties Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement 25 Severabihtv. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, unless such invalidity, illegality or unenforceability materially affects the transactions contemplated by this Agreement or the ability of either party to perform its obligations under this Agreement In such case, either party may terminate this Agreement and the Escrow on written notice to the other party given no later than ten (10) business days after the party giving such notice becomes aware of such invalidity, illegality or unenforceability, and the provisions of Paragraph 2.11 above shall apply LA #80172 Q -14- 2309900002.1246027 4 219 2 EXHIBIT "E" 26. Additional Documents Each party hereto agrees to perform any further acts and to execute and deliver any further documents which may be reasonably necessary to carry out the provisions of this Agreement 27 Assignment, Binding Effect This Agreement shall not be assignable by Buyer to any other party without the prior written consent of Seller Subject to the foregoing, this Agreement shall be binding upon the successors and assigns of Seller and Buyer IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above wntten ATTEST Cindy Mortensen City Clerk APPROVED AS TO FORM, SELLER TPG -EL SEGUNDO PARTNERS, LLC, a California limited liability company By Title By- Title LA #80172 Q 2309900002 - 1246027 4 -15- Mark D Hensley, City Attorney 293 den ved from data provided by Thomas Properties and incorporates a number of factors, including cost of materials and fixtures For analytical purposes, Sedway Group estimates that only a portion of the project's hard construction costs will reflect taxable material purchases It is unrealistic to assume that each protect contractor n subcontractor will report El Segundo as the location of the fob site for tax purposes Therefore, Sedway Group assumes that 50 percent of these sales will be accurately recorded as transpinng in El Segundo Based upon this assumption, the Project is estimated to generate almost $90 million in taxable retail sales for El Segundo over the eight -year construction period At the City's 1 0 percent sales tax rate, this would result in $900,000 in sales tax collected by El Segundo over the course of Project construction EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 20 NOVEMBER, 2001 3,9,1 IV. FISCAL IlVIPACT SUMMARY BY LAND USE Brief summaries of the fiscal impacts associated with the major land uses are provided in the following sections Office Development The office component of the proposed project produces a positive net fiscal impact to the City The annual ongoing fiscal revenues are estimated at $314,000 in 2005, increasing to $1,911,000 at full build - out m 2009 After allowance for municipal service costs of $1,283,000 the net stabilized annual benefit is $628,000 The cumulative net benefit is estimated at $10 5 million over the course of the ten -year time period, including the fire station land contribution, construction sales taxes and the $4 9 million in development impact fees Business registration fees represents the largest single revenue contribution to the City generated from office development. Exhibit 6 provides an annual breakdown of expected revenue generation and municipal costs associated with the office land use component of the proposed project Hotel & Commercial The hotel and retail uses generate approximately $869,000 in annual tax revenues at full build -out. After allowance for municipal service costs of $86,000, the net fiscal impact of the hotel and retail uses is estimated at $783,000 at full build -out in 2009, with a cumulative net fiscal benefit of approximately $6.6 million over the ten -year analysis time period Sales taxes and transient occupancy tax represent over 85 per cent of revenues to the City of El Segundo generated from the ancillary land uses Exhibit 7 provides an annual breakdown of expected revenue generation and municipal costs associated with the hotel and retail land use components of the proposed project FISCAL IMPACT COMPARISON TO EXISTING USES Exhibit 8 compares the projected fiscal impacts of the proposed project to the fiscal balance currently associated with the site This comparison demonstrates the marginal, or net, fiscal impact of the proposed hotel/office project compared to current conditions As the site is currently vacant, the only revenues to the City of El Segundo come from property taxes, estimated at approximately $29,000 annually 'There are no service costs associated with the unimproved site. With the fiscal impact of the Project estimated to be $1,419,000 in the year 2009, the net fiscal change to the City as a result of the proposed project is estimated to be $1,390,000 higher than for the current undeveloped condition EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 18 NOVEMBER, 2001 383 I Exhibit 8 Marginal Fiscal impact Summan El Segundo Corporate Campus November, 2001 Exist Condition c Development Proposed Marginal Fiscal Iinnact Annual Revenues ($000) in- Property Tax $294 $3132 $283 8 Sales and Use Tax 00 4125 412 5 Business Registration Fee 00 1,1509 1,1509 Franchise Tax 00 2660 2660 Utility Users Tax 0 0 3578 357 8 Transient Occupancy Tax 00 2878 287 8 State Subventions U fo U Total 294 2,7882 2,758 8 Annual Cost ($000) Police 0 0 5000 5000 Fire 0 0 3445 3445 Public Works 0 0 2017 2017 Budding Safety 0 0 966 96 6 Library 0 0 235 23 5 Parks and Recreation 0 0 6 7 6 7 General Government 4.4 196.6 12U Total 0 0 1,3696 1,3696 Net Fiscal Impact S294 S1,4186 $1,389 1 Notes, 11/01/2001 Source Sedway Group C \My Documents\ ESLanduse xlslCny Budget (5 )[KTD I Q P O V N Q Z(1 e P Nr V, N�P 6 ..r f f o-. ds f aN no a NrwM a e y 6 MN NNNI9O O q V O.� �� ^wNNOON�e OO a gU ° ry e 'Hyq vNwN.e eNr e�@r�dr .oNNN vbr IY E � o 3 Uggq ? Y fi v of LLpg �u J GJim C. i N _ I ^ r N P N O N q V Mg F N N N ¢agggg aNP.�r� a � a Nr r -N of �.o n N f N N FM N m$Q PNPT./� w 00 @OQP d M F F N6 V n -0 F� i N N .iy f N N M N ri Q P O V N Q Z(1 e P Nr V, N�P 6 ..r f f o-. ds f aN no a NrwM a e y 6 MN NNNI9O O q V O.� �� ^wNNOON�e OO a gU ° ry e 'Hyq vNwN.e eNr e�@r�dr .oNNN vbr IY E � o 3 Uggq ? Y fi v of LLpg �u J GJim C. i O E E yu,s� E� i� E• �' Et.�C �1j a �- °� dii S � SS E c� �. z�ID 1 mr5rr FaL. .iv h 000e o e o pe 5 3a� 2p5 o.n. j N 5 M--=9ti _ N� r IJN O M NPP I^ N N y1 n e rv- r rary � ry n we..+b Nry n p 1ry� e n P a uU N b R N O 0+0 ry ^ate N w y$� N O N f N V i m M^ � Py NV tt O N n of a x M C M G � � M n ory h ry — rmr�gyb yyy�yyp ��jj b�bnry.�r„ e N O h n f b O r f = !N^. Q w 0 4 j b t Gyt �Ob Oh`l qF, f �ONOb Mf tlPrptlbOm S R N < e r ` �$ �� �w YZ � w tl �• M i a M 8 PC o =%°_ !FN f r Ptlnr ra 9 p i O Z` b �II OY.NrO O �'PONIj� P r 4i`i` Mry M N W O E E yu,s� E� i� E• �' Et.�C �1j a �- °� dii S � SS E c� �. z�ID 1 mr5rr FaL. .iv h 000e o e o pe 5 3a� Total $24045 5 203 75 11 Grand Avenue Corporate Center Fiscal Impact Analysts, March 1995 As shown, the long term average general fund cost increase associated with new employees is moderately lower than previously estimated EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 17 NOVEMBER, 2001 3754 The annual budget for the El Segundo Fire department has grown from $6 3 million to $9.2 million in FY 2000 -01 Based on information provided the Cir} of El Segundo, there are 54 full-time officers responding to an average of one fire per week and 20 rescues per week There are 9 general employees providing administrative support The average annual cost for each employee including all benefits and equipment costs, is approximately $130,000 Sedway Group's analysts of fire and emergency service costs for commercial employees indicates an annual average cost of $51 25 per employee Applying that factor to the 6,722 new employees at the Project results in an additional $345,000 per year, enough to add almost 3 new fire personnel Public Works The public works department provides services related to street improvements and maintenance, water and wastewater, as well as traffic engineering The annual budget for the El Segundo public works department has remained relatively constant over the past 5 years The most recent budget was $4 8 million in FY 2000 -01 Sedway Group's analysts of public works service costs related to commercial employees indicates an annual average cost of $30 00 per employee Applying that factor to the 6,722 new employees expected at El Segundo Corporate Campus results in a $202,000 allowance per year for street improvements General Government General government includes City Council and all administrative functions of the City The annual budget for the City has grown about 6 percent per year to $7 8 million in FY 2000 -01 Based on Sedway's budget analysts 30 percent of Citywide administrative costs are estimated to be associated with commercial and industrial land uses and taking the same per employee allocation used to determine other cost impacts, Sedway Group estimates General Government costs to average $29 25 per employee Based on this assumption, the build -out operation of the El Segundo Corporate Campus will result in an average administrative cost increase of approximately $197,000 to the General Fund Histonc Comparison In 1998 Grand Avenue Corporate Center prepared an estimate of per employee factors using ESFIAM for each municipal cost category in 1999 dollars Sedway Group's cost factors that were derived from the detailed budget analysts in Exhibit 5 (Method 2) and the cost allocation percentages on page 12, are compared to the old ESFIAM factors in the table below Police Fire Public Works Building Safety Library $ 1.06 Parks and Recreation General Government ESFIAM /1 $ 77 98 per employee $ 7595 $ 3534 $ 1643 752 26 17 EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 16 Sedway Group $ 74 38 per employee $ 51.25 $ 3000 $ 1438 1.00 $ 350 $ 29.25 NOVEMBER, 2001 17R 377 Exhibit 5 El Segundo Corporate Campus Municipal Service Cost Allocation - Current Year Vs. Avg Year November, 2001 80 000 emolovees El Segundo Average Annual % Allocated to Allocated METHOD 1 Budget (000's) Commercial Budget Per Employee Police $10,700 500% $5,350 S6688 Fire $7,800 500% 53,900 S4875 Public Works 54,400 50 00i10 $2,200 S2750 Building & Safety $2,100 500% 51,050 $1313 Parks & Recreation $2,600 100% 5260 $3 25 Library $1,500 5001. S75 $094 Administrative $6,700 300% 52,010 $25 13 Total $35,800 514,845 S18356 El Segundo FY 2000 % Allocated to Allocated METHOD 2 Budget (000's) Commercial Budget Per Em Invee Police $11,900 50 0% 55,950 S7438 Fire $8,200 500% 54,100 $5125 Public Works 54,800 50 W. $2,400 $3000 Building & Safety $2,300 500% 51,150 $1438 Parks & Recreation $2,800 100% $280 S3 50 Library $1,600 50% S80 Sl00 Administrative $7,800 300% 52,340 $2925 Total $39,400 516,300 5203 75 Source Sedway Group 11/01/2001 C \My Documents\ ESLanduse xls City Bud et (5 KTD 377 0o vi o, h v -11 v m M c e e+i t� 69 fA N .y e e G � � L V N N 69 69 0o vi o, h v -11 v m M c e e+i t� 69 fA 37 �) N .y G � � L V N N vi Q e N y a h � d ktj >` E OO o0 0000 0000000 0 0 0 0 C 9 z Q h N M a? T '+i .-. W C N N r• h >` � d jy v. V1 u N v � u mU MO O C i tl O L U 9 W m 0 u v°� U 37 �) After deternumng the appropriate allocation for residential and commercial uses, the next step is to determine the appropriate annual cost level for municipal services to use as the long -term basis for allocating to commercial development As shown in Exhibit 4, the cost of El Segundo's municipal services has vaned dramatically over the past several years, even adjusting for inflation Sedway compared the most recent City budget to the inflation- adjusted average of the past three years The current budget is 10 percent higher than the average of the past three years adjusted for inflation, as shown in Exhibit 5 At the top of Exhibit 5, Method 1 determines cost allocation factors using the prior 3 -year average budget Method 2 deterinnes cost allocation factors using the most recent budget To be conservative, Sedway utilized method 2, the FY 2001 budget to derive the cost factors to be applied to the projected employment growth associated with the Project to estimate the current cost of providing municipal services to the project. Using this methodology, the increased municipal costs associated with the proposed project, from all service categories, are estimated at $305,000 in 2005, rising to $1,370,000 at full build -out in 2009, and totaling $8.20 million during the 10 -year time period If method 1, the average budget for the past three years, adjusted for inflation, was used the average annual municipal costs would be 10% lower, or $1,240,000 at full build -out RECURRING ANNUAL COSTS TO GENERAL FUND The proposed El Segundo Corporate Campus will result in demands for an array of public services provided by the City Provisions of additional staffing and other resources to City Departments will be addressed in future City budgets. This section of the report summarizes the costs to the General Fund of extending City services to the Project, assuming that future City Council actions will adjust City expenditures to maintain current service levels in direct proportion to the Project. The primary service categories affected are police, fire, public works and general government Police Protection The annual budget for the El Segundo Police department has grown from $8 4 million in 1996 to $11.9 million in FY 2000 -01. Based on information provided by the City of El Segundo Police Department, there are 69 full-time officers responding to an avenge of 90 police incidents per day There are 39 civilian employees providing administrative support The average annual cost for each employee including all benefits and equipment costs, is approximately $100,000. Sedway Group's analysts of police service costs for commercial employees indicates an annual average cost of $74.38 per employee Applying that factor to the approximate 6,722 new employees expected at El Segundo Corporate Campus results in an additional $500,000 per year, enough to add 5 new police officers Fire Protection and Paramedic Services The annual budget for the El Segundo Fie department has grown from $6.3 million to $8.2 million in FY 2000 -01 Based on information provided the City of El Segundo, there are 54 full -time officers responding to an average of one fire per week and 20 rescues per week There are 9 general employees EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 15 NOVEMBER, 2001 Z 1 ti 374 Exhibit 3 El Segundo Corporate Campus Municipal Service Cost Comparison - Other Cities November, 2001 13 Malibu Annual % Allocated to Allocated Budget (000's) Residential Budget (000's) Per Resident Police 54,300 950% $4,085 $31423 Fire $0 00% $0 $000 Public Works 52,400 950% $2,280 S17539 Building & Safety 52,700 950% $2,565 S19731 Parks & Recreation $600 950% $570 $4385 Library $0 000% $0 S000 Administrative 53,600 950% 53,420 S26308 Subtotal 513,600 512,920 $99385 34 Manhattan Beach Annual Budget % Allocated to Allocated (000'5) Residential Budget (000'5 ) Per Resident Police 512,200 9500% $11,590 $34088 Fire 55,200 9500/0 54,940 $14529 Public Works 54,000 950% $3,800 $11176 Building & Safety 52,900 950% $2,755 S8103 Parks & Recreation $5,600 950% 55,320 S 156 47 Library $0 950% SO $000 Admmistnmve $6.700 950% $6,365 $19721 Subtotal 536,600 $34,770 51,02265 80 City ofladustry %Allocated to Allocated Bud et (000's) Commercial Budget Per Employee Police 54,200 950% 53,990 $4988 Fire SO 00% $0 5000 Public Works 52,100 950% $1,995 S2494 Building & Safety $2,000 950% 51,900 $2375 Parks & Recreation SO 00% SO S000 Library $0 00% So 5000 Administrative S4400 750% $3.300 S4125 Subtotal 512,700 $11,185 $13981 Source Sedway Group 11/01/2001 C \My Documents\ ESL=duse xlslCity Budget (S) KTD 374 over the past ten years, as well as budget data from small predominately residential communities and industrial areas Sedway Group has selected the clues of Malibu and Manhattan Beach as primary residential communities and City of Industry, to calculate municipal service costs directly related to the average resident and employee, respectively This analysts provides insights into allocating El Segundo's budget between residential and commercial land uses Malibu Malibu is a predominately residential community with a similar population to El Segundo's 16,000 residents Malibu's population is approximately 13,000 spread over a 25 -mile coastal strip Sedway Group has analyzed the municipal service cost categories to determine the average cost per resident of Malibu Police, public works and general government costs per resident were about 50 percent of the average level in El Segundo, reflecting the lack of commercial and industrial businesses The 2001 City budget and allocated cost per resident is summarized in Exhibit 3 Manhattan Beach Manhattan Beach is a predominately residential community with a larger population (i.e 34,000) to El Segundo's but concentrated in approximately the same land area Sedway Group has analyzed the municipal service cost categories to determine the average cost per resident of Manhattan Beach Police, public works and general government costs per resident were about 50 percent of the average level in El Segundo, reflecting the lack of commercial and industrial businesses The Manhattan Beach 2001 City budget and allocated cost per resident is summanzed in Exhibit 3 City of Industry Industry is a busmess- onemed city with less than 800 residents, but over 80 million square feet of industrial, office and retail land uses Like El Segundo, there are approximately 80,000 employees working in the City. Sedway Group has analyzed the municipal service cost categories to determine the average cost per employee located in the City of Industry The 2001 City of Industry budget and allocated cost per employee is summarized in Exhibit 3 Utilizing the comparative city resident and employee cost factors derived above, Sedway Group has developed a fair cost allocation percentage between residents and employees for El Segundo's major general fund cost categones in projecting mumcipal service cost increases related to employment growth El Segundo General Fund - Cost Allocation Police 50% 50% Fire 50% 50%a Public Works 50% 50% Building Safety 50% 50% Library 90% 10% Parks & Recreation 95% 5% General Government 70% 30% EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 14 NOVEMBER, 2001 373 • Hotel — 6 8 kilowatt- hour /square foot/year • Telecomm — 744 6 kilowatt-hour/square foot/year, and • Office — 8 80 kilowatt - hour /square foot/year • Restaurant — 47 3 kilowatt- hour /square foot/vear Based on approximate electricity costs of $0 10fkwh, the Project will result in over $266 000 per year to utility franchise fees, with 70 percent of the revenue coming as a result of the proposed telecomm use (5) Utility Users Tax The City charges a utility user's tax on telephone, electric power and natural gas service This tax is 2 percent of telephone service and 3 percent of electric and gas services consumed within the City The tax revenues were based upon estimated consumption of electricity and natural gas discussed above Tenant telephone costs were estimated by Sedway Group at $2 50 per square foot At stabilized occupancy, the tenants at El Segundo Corporate Campus would be expected to pay $358,000 per year in utility users taxes (6) Transient Occupancy Tax The City of El Segundo imposes a transient occupancy tax on hotel guests of 30 consecutive calendar days or less The tax is levied at the rate of 8 percent of the hotel room rate For this analysts, Sedway surveyed the Embassy Suites, Courtyard by Marriott and Summimfield Suites The current room rates range from $99 - $180, depending on weekday or weekend and corporate discounts Based on this survey, Sedway assumed the new hotel would have an average room rate of $135 pernight Application of these rates at stabilized occupancy of 73 %, yields estimated transient occupancy tax revenues to the City of $287,000 per year following completion in 2007 MUNICIPAL COST ASSOCIATED WITH THE PROPOSED PROJECT The City of El Segundo will provide the proposed project with a full range of municipal services Services include police, fire, public works, building safety, library, parks and recreation, and general government functions El Segundo is a relatively small city encompassing 5 square miles with a resident population of 16,500 people, but a large business community employing close to 80,000 people Excluding the Chevron refinery and railroad lines, the residential areas and the commercial mixed -use zones each occupy approximately 600 acres With a broad mix of residential and business uses in the City, it is difficult to determine the fair share cost burden of incremental new commercial or residential development In order to determine an appropriate allocation of municipal service costs between the residential and commercial/industnal development, Sedway Group has compiled municipal cost data from City budgets EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 13 NOVEMBER, 2001 37-) Based upon these values, properr tax revenues to the Cm from the Project are estimated at 571.000 in 2005, rising to $313,000 by 2009, and totaling approximately $2 0 million over the initial ten -year time period (2) Sales and Use Tax The City of El Segundo receives one percent of the 8 25 percent sales and use tax collected on retail transactions in the City Sales and use taxes will be generated directly through onsite retail and restaurant uses and indirectly through project employee purchases in the City For this analysis, annual taxable sales are estimated at $200 per square foot for retail shops and $350 per square foot for restaurants Based on the phase build -out outlined in the Project summary, sales tax revenues are estimated at $82,000 following completion of Phase 1 in 2005, rising to $412,000 after stabilized occupancy in 2009, and totaling approximately $2.4 million over the 10 -year period (3) Business Registration Fees The City of El Segundo collects business registration fees from businesses operating to the City These fees include three separate components (1) $88 base fee for all non - exempt, (2) a levy of $0 21 per square foot, with the first 5,000 square feet of each business exempt, and (3) a level of $109 per person employed by the business with the first ten employees exempt These per capita and per square foot fees have declined approximately 3 percent from 1998 levels Business registration fees for hotel, however, are based on flat rates as follows (1) $88 for hotels with fewer than 15 rooms, (2) $171 for hotels with 15 — 49 rooms, and (3) $342 for hotels with 50 rooms or greater. Each year business registration fees are calculated on the square feet of building and the number of employees The business registration fee is offset by the sales and use taxes generated to the City by that business The offset is applied at a rate of 50 percent of the amount of sales tax generated during the preceding year For this analysts, no office tenants were assumed to generate direct retail sales or use taxes The proposed square footage of the office development is 1,740,000 square feet For purposes of this analysts, average tenant size is estimated at 25,000 square feet, resulting in 70 new businesses Business registration fees from the project are expected to total $205,000 to the first year of Phase 1 occupancy, increasing to $1,151,000 in 2009 During the initial ten -year time period business registration fees generated by the project will total approximately $6 6 rrullion. (4) Franchise Tax The City collects a franchise tax on electric power and natural gas service providers This tax is collected at a rate of 3 percent of the value of these services consumed within the City The franchise tax revenues were based upon estimated consumption of electricity and natural gas Electricity consumption rates used to this analysts are specified to the E1R and are as follows EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 12 NOVEMBER, 2001 37i III. ANNUAL IMPACT ON THE GENERAL FUND This section of the report analyzes the public revenues and costs that will be generated by El Segundo Corporate Campus proposed development There are two types of revenues annually recurring revenues and one -time fees and taxes Annual recurring revenues include property taxes, sales and use taxes, franchise fees and other taxes, and state subventions Annual recurring costs to provide City services to the Project include police, fire, public works and general government One -time fees, such as those paid for planning review and approval, are collected to recover the costs of reviewing and processing a development application and do not provide a net gain to the City's General Fund However, other one -time net revenue sources include mitigating fees, sales and use tax related to construction materials and equipment and construction tax Exhibit 2 summarizes the one -time and annual revenues and costs generated by the development of the proposed Project on the City's General Fund The ongoing revenues from the project will provide funding to the City's General Fund totaling approximately $2 8 million per year at build -out, while the City's annual cost to service the project is estimated at $1 4 million, resulting in a net fiscal impact of approximately $14 million annually accruing to the City ' s General Fund ' REVENUE SOURCES GENERATED BY THE PROPOSED PROJECT Development of the proposed project can be expected to generate annually recurring revenues to the City of El Segundo from the following sources (1) property tax, (2) sales and use tax, (3) business registration fees, (4) utility users tax and franchise taxes, (5) transient occupancy tax; and (6) one -time fees Reflecting the economic effect of inflation over time, certain elements of the data upon which revenues within individual categories are calculated are "inflation sensitive " Individual revenue sources which are inflation - sensitive include property taxes, sales and use taxes, business registration fees, franchise taxes, and transient occupancy taxes In addition to the annually- recumng revenues, the Project would be subject to one -time fees to address potential impacts with respect to fire, police, and library services The key assumptions associated with the calculations of each of these revenue sources are provided in the following sections (1) Property Tax The City of El Segundo receives approximately 6 4 per cent of the general property tax (1 percent of assessed valuation) collection Development values, which provided the basis for the assessed valuation, included land value and improvement value of $489,000,000 These assumptions reflect total cost estimates averaging $225 per square foot of useable area including allocated infrastructure and parking structures `All revenues and costs are expressed in fiscal year 2001 dollars EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS I1 NOVEMBER, 2001 3 ;n M � � S �N e � s m I a P w U swp 5 U � c N bhp' Iu i O O G ILL O 36n O 2 "N,N N P O N � • N O r tl N /� m 8F�aH° A' N h�^ ••• b V � O S O P ry h IY n RRRS �yy8 N P •Op I� � • � N OpNl� •O ^h I V Y •� f= N n NN N M1 ^ n N gEg n O _ • • O N O P N h Q •S N v ^ „ Y A^ r N �Cyy��8{ ryM P�•Opp b �^ • • � ary 8ON =M M� 1^ Y� �Ny f� M !N•� F Y1 n ry P~ h N N N �pQ N hO VOV �j �Nn�Orl� � iOe pOi N�On�h C•RNN •b•p Nh 8S�PlVtl ° �N�pp N O .fin M1 M1NA NI M No�rr nOeegtl onNmryY �g �.� �S n F Y-• ' Off! O LO g� �O �� =n�Y n �qCy� S •�O pVO N- �Nt�Ntpp���� n. �I�V��'V� �My tl O tl O N O• ^^w N V N Y NMAbN� OCnO��r1. YRf ! n- h Vy O N •p O P! �StiO�P$ O r O N N N GOHNn�� .�.•rf NN — C i � N ^ q AQ x••'•11 tNr tlf sO �Cn�n•0 ^ p O tl iiiC hN J eN'f F m ^a vwi n n Te V N P 1� N N M In O �• N N w1 „ M O O G ILL O 36n O 2 Employment Estimates For purposes of calculating the Project's impact on various municipal service departments, as well as to calculate per capita revenues, it was necessary to estimate the total employees working in the Project The following factors derived from the draft EIR were used to estimate total employment at El Segundo Corporate Campus Land Use Emolovees/SF Office Telecomm R&D Commercial Retail Restaurant Hotel Daycare Health Club 34/1,000 SF 0 511,OOO SF 3 4 / 1,000 SF 14 / 1,000 SF 1 7 / 1,000 SF 1 1 / 1,000 SF 22/1,000SF 3411,000SF Applying these factors to the proposed square footage of each land use yields an estimated 6,722 new employees at full build -out and stabilized occupancy Timing of Revenues The figures cited in the report are based on costs and revenues after build -out of each phase Until the Project is fully constructed and occupied, both revenues and costs would be less than those cited The property's assessed value, for example, would increase incrementally during construction but would not reach its final value until the Project was complete and occupied All revenues and costs are expressed in fiscal year 2000 -01 dollar values Actual future property tax revenues will depend upon the projected rents used to compute the development's assessed value Actual future revenues will depend upon the general rate of inflation and changes in tax policies, while actual future costs will depend upon both the rate of inflation and changes in City policies EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 10 NOVEMBER, 2001 168 STUDY METHODOLOGY AND MAJOR ASSUMPTIONS Methodology The major objective of any fiscal impact analysts is to determine the cost and revenue impact associated with development of a proposed project This study examines the fiscal impact of the proposed project on the City of El Segundo's General Fund The following paragraphs discuss the major assumptions in the methodology for analyzing the development regarding incremental revenues and costs and their timing Incremental Revenues and Costs This report identifies and estimates the incremental revenues and costs that can be directly associated with the Project Annual revenues to be contributed by the Project as a result of property taxes, sales and use taxes, construction taxes, franchise fees and other taxes If additional City staff time, equipment, or other costs are necessary after development of the Project to maintain the same level of service provided throughout the City prior to development of the Project, then costs directly attributable to the Project are incurred In contrast, if the same level of service can be provided by the existing City workforce and infrastructure without adding staff or additional equipment, then no additional costs will be incurred The difference between the estimated revenues and costs comprises the net fiscal impact Sedway Group examined the City of El Segundo Operating Budget to identify potential General Fund revenue and expenditure items impacted by the Project All of the revenue and cost projections included in this report are based on one of two estimating techniques, marginal impact and average impact The first technique is to estimate the actual, or marginal, increase in revenues or costs resulting from the Project For example, a marginal increase in costs is the actual cost associated with adding an additional police officer to the Police Department staff, to order to serve the project while maintaining the City's current level of services Marginal costs differ from average costs, which are equal to the total costs to the City to provide a particular service divided by the number of persons, households or employees being served Average costs to City residents will decrease for any service category in which no additional marginal costs are added by the development For example, the total cost for public works will be spread over a larger number of households and employees if new commercial development were to be built and the average cost will consequently decrease This fiscal report conservatively does not consider any reductions in average costs The cost figures resulting from the average cost method are presented on a per employee population basis. Some revenue items were calculated based on the Project's estimated daytime population, depending upon the revenue basis (some revenues are estimated on a per employee basis, while others, such as retail sales, are estimated on a per square foot basis) The following discussion highlights Sedway Group's employment estimates used to calculate certain per employee costs and revenues EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS NOVEMBER, 2001 367 Zoning The project area is zoned Urban Mixed -Use North The Urban Mixed -Use North (MU -N) Zone is established to provide area(s) where a mixture of compatible commercial, office research and development, retail and hotel uses can locate and develop in a mutually beneficial manner It is anticipated, although not required, that each type of use will be from two (2) or more of the following categories retail, service, hotel, office, research and development, theaters or recreational facilities Permitted uses include • Office (Financial, General, Electronic /Computer) • Motion Picture Production • Hotels • Medical- dental offices or facilities • Restaurants • Retail • Research and Development • Theaters • Social Service/Non -profit • Parking Other Zoning Requirements are as follows Height Buildings shall not exceed a height of one hundred sex enty five feet Building Area The total net floor area of all buildings shall not exceed the total net square footage of the Property multiplied by 13 or an FAR of 13 1 Proposed Zone Changes The Project is in the process of a zone change and a general plan amendment to the Corporate Specific Plan Per TPG's revised plan, the Project will not exceed an FAR of 0 99 1 EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 9 NOVEMBER, 2001 36F) 3t�5 Exhibit 1 Et Segundo Corporate Campus -Land Uses TPG • El Segundo Partners, LLC November, 2001 Bldg Ground Floor Total Budding No Land Use Storms Areas (s.f 1 Retail Area(s) Area is f) Off= R&D and T h C= Buildmgc I Telecommuniwnum/Web- hosting 4 65000 7,000 72000 2 R &D/Light Industrial 4 100 000 12 000 112,000 3 Office 6 187,000 187 000 4 Office 4 109,000 109,000 5 Office 12 279,000 7,000 286,000 6 Office 6 215,000 215,000 7 Office 8 Office 9 Office 6 172,000 15,000 187,000 10 Office 5 155,000 10,000 165 000 I1 Office 12 289,000 289,000 12 Office 6 212,000 12,000 224,000 13 Office 4 122 000 122,000 Subzowl 11905,000 63,000 /968000 Other Commernal Uses Freestandmv Rest Hotel, In -Lme Retted. Tec Retail within Commercial Rid,. A Restaurant 101000 B Daycare 7,000 C Firehouse Sue (43,560 s.f am area) D Restaurant 10,000 E Health Club (2 Story) 19,000 Retail (part of parking structure GA) 10,000 F HoteVConferepce 871000 Rend (within hotel complex) 10,000 Restaurant 8,000 G Retail (within office bldg 9) 15,000 j Restaurant 8,000 H Retail (within office bldg 10) 10,000 Restaurant 6.000 1 RestaurandRetail Pad 4,000 3,000 1 Retail (within parking structure G -5) Restaurant 16,000 K Retail (within office bldg 13) Restaurant 8,000 L Retail (within R&D bldg 2) 12,000 M Retail (within office bldg 4) Restaurant 8,000 N Retail (within office bldg 8) O Retail (within office bldg 12) 12,000 P Medical/Dental (within office bldg 7) 7 000 Subtotal 14000 193000 63 000 Total Area (All Uses) 21175,000 Parkmv S � srusws LIME, C= Serves G -1 75 1,250 1,2,3 and A +L G -2 9 2,450 4,5,6 and daycare +M G -3 G-4 7 1,540 9 +E, I and (hotel) G -5 9 2 800 10 11 12 13 and HJ.KO rain/ 8 040 Source Sedway Group 11/01/2001 C N1v Documents\ SLandme xls Cnv Bud et (5 )[KTD 3t�5 H. PROJECT DESCRIPTION AND STUDY METHODOLOGY PROJECT DESCRIPTION The project site is located in the northeast quadrant of the city of El Segundo The project's boundaries are Atwood Way to the north, Nash Street to the west, Manposa Avenue to the south and Douglas Street to the east The project is located just south of the Los Angeles International Airport and has convenient access to Interstate Highway 105 to the north and Pacific Coast Highway 1 to the west The site is also bordered by the Metro Rail Green Line on west and north side providing easy access to the Manposa Nash and Aviation stations The total project site is approximately 46 acres At full build -out the proposed project uses total 1,740,000 gross square feet of office, 165,000 square feet of R &D and telecomm space and 270,000 square feet of retail/commercial space Approximately 5 acres of land will be sold to the City for a new public park A site plan for the proposed project is shown in Figure 1 on the following page The Project is expected to be developed in several phases over the next 8 years as follows Phases 1- III — 2005 opening • 350,000 square feet of office • 65,000 square feet of telecommunications • 25,000 square feet of R&D • 30,000 square feet of retml/restaurant • 19,000 square foot health club 7,000 square foot day care facility Phases IV - V — 2006 opening 400,000 square feet of office • 25,000 square feet of R &D 7,000 square feet of medical • 30,000 square feet of retail/restaurant Phase VI - VII — 2007 opening • 350,000 square feet of office • 87,000 square feet - 100 -room hotel/conference center • 45,000 square feet of retaiUrestautant Phase VIII - X —2009 opening • 640,000 square feet of office • 25,000 square feet of R &D • 45,000 square feet of retail/restaurant A detailed listing of proposed buildings and square footage and parking is shown in Exhibit 1 EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS NOVEMBER, 2001 364 _ 1[ ~� r? I. f' 1 T � 'S L AL M EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS NOVEMBER, 2001 3 63 Comparison to ESFIAM For Grand Avenue Corporate Center The results of Sedway's analysts found a few discrepancies with prior ESFIAM factors and analyses • ESFIAM did not include revenue from utility user's takes on telephone usage • Sedway's per employee cost allocation was approximate]) 15% lower than the ESFIAM inflation adjusted factors, primarily due to lower fire and paramedic service cost factors • The City's share of property taxes is currently 6 4% while ESFIAM appears to use 4 55% EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS NOVEMBER, 2001 362 SUMMARY OF FINDINGS The development of the proposed 2 175 million gross square foot El Segundo Corporate Campus will provide substantial revenues in excess of municipal service costs to the City General Fund during construction and completion of each phase The successful lease -up of the Project will result m approximately 6,722 new jobs and almost $450 million of new assessed value on local property tax rolls Municipal Revenues The analysis concludes that, at completion, the project would generate $2 79 million m tax revenues annually to the General Fund The annual impact on the General Fund results from the collection of recurring property taxes, sales taxes, utility user taxes, franchise fees and other taxes The $2 79 million increase in annual tax revenue represents approximately $410 in available new spending for each of the 6,800 households in the City of El Segundo_ (Note that all projections use 2001 dollars with no adjustment for inflation or other statutory increases) Municipal Service Costs Sedway Group's analysts of average costs for municipal services applied to the Project indicates that the City could mcur an estimated $1.2 to 14 million per year in new costs to provide police, fire and public works and all administrative services Deducting this cost allowance from the $2 79 million in new revenue would result in annual fiscal surplus of over $14 million at build -out Construction Period Benefits Construction of the Project over the next eight years will create an average of 500 full time equivalent construction jobs each year Construction is also anticipated to have a one -time net positive impact on the General Fund of $304,500, resulting from the collection of police and library development fees If TPG establishes a permit with the State Board of Equalization, the City could receive up to $900,000 from sales and use taxes associated with the $450 million construction budget of the Project The City will also have a one -time net positive impact of $188 mtllton, from the contribution of a 1 -acre parcel for a new fire station (land value estimated at $37 50 psf) The local school districts will receive approximately $718,000 in school fees paid by TPG over the build - out TPG will also pay approximately $2 8 million in sanitation connection fees to Los Angeles County Long Term Benefits Based on Sedway Group's analysis, the City of El Segundo will receive a total of approximately $16.8 million in net benefits over the next ten years Companson to ESFIAM For Grand Avenue Corporate Center The results of Sedway's analysis found a few discrepancies with prior ESFIAM factors and analyses EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS NOVEMBER, 2001 361 I. INTRODUCTION AND SUMMARY OF FINDINGS INTRODUCTION Thomas Properties Group, LLC and TPG —El Segundo Partners, LLC ( "TPG") are proposing to develop the El Segundo Corporate Campus, an approximately 2 175 million gross square foot office, retail and hotel project on a vacant 46 -acre parcel located in the Mixed Use North Zone of the City of El Segundo The City Council policy requires a fiscal impact analysis as part of the review process for all major development projects In evaluating development projects the City has used a financial model designed in the 1980's The El Segundo Fiscal Impact Analysis Model ( "ESFIAM ") and the relevant cost and revenue factors were originally prepared in 1987 These factors have been updated annually using estimated annual inflation rate adjustments The City staff has expressed concern that the ESFIAM is no longer applicable since the City and its budget has undergone major changes in the past 15 years As a result Sedway Group was retained by TPG to prepare a comprehensive fiscal impact analysis for the construction of the El Segundo Corporate Campus plan Specifically, the objective of the analysis is to determine whether the revenues accruing to the City of El Segundo's General Fund from the proposed El Segundo Corporate Campus project exceed or fall short of expenditures required to provide the added services In short, the analysis determines if the development will likely pay its way in regard to local governmental services at build out This study includes a summary of findings, a summary of the methodology used to determine revenues and costs, an analysis of the one -time revenues and costs on the General Fund, an analysis of the recurring costs on the General Fund, an analysis of the recurring revenues to the General Fund In order to deternne an appropriate allocation of municipal service costs between the residential and commerciaUrndustnal development, Sedway Group has compiled municipal cost data from City budgets over the past ten years, as well as budget data from small predominately residential communities and industrial areas Sedway Group has selected the cities of Malibu and Manhattan Beach as representative residential communities and City of Industry, to calculate municipal service costs per average resident and employee, respectively EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS 3 NOVEMBER, 2001 360 TABLE OF CONTENTS I INTRODUCTION AND SUMMARY OF FINDINGS 3 Introduction... ..- 3 Summary of Findings 4 II PROJECT DESCRIPTION AND STUDY METHODOLOGY 7 Project Description..... 7 Zoning... 8 Study Methodology and Major Assumptions. ... -. 9 Methodology .... ...... .... .. . .. 9 Incremental Revenues and Marginal Costs .. 9 Employment Estimates -... 10 Timing of Revenues... ...... 10 III IMPACT ON THE GENERAL FUND ...... ............................... . 11 Revenue Sources Generated by the Proposed Project..... .... .. - 11 (1) Property Tax .. ............... ...... . ...... .................. ............................... 11 (2) Sales and Use Tax ...... .......... ........ ...... .- .. ... 12 (3) Business Registration Fees ............. ....... .- 12 (4) Franchise Tax ... ..... .... ..... ..... . .... ...... .... _12 (5) Utility User's Tax (6) Transient Occupancy Tax .... ........... ....... .. .. 13 Municipal Cost Associated with the Proposed Project.. .... - - . 13 Fiscal Impact Summary by Land Use . . .. ........... 15 Hotel .... . ... ....... 18 Office Development........ ... .18 Fiscal Impact Comparison to Existing Uses. . ....... . .. . .. . .18 One -Time Costs and Revenues to General Fund.. ........ ......... . ... ... 19 Police Protection ... .... .. .. .......... ....... 15 Fire Protection and Paramedic Services .. 15 Human Services .. ...- - ...- 16 General Government ... .... .... ... ..... ... ...... ... . 16 N FISCAL IMPACT BY LAND USE ................ ..... .... ............. ... ... ... ... .... .... .. 15 V ONE TIME COSTS AND REVENUES.. . 16 ASSUMPTIONS AND GENERAL LIMITING CONDITIONS ...... 21 159 EL SEGUNDO CORPORATE CAMPUS FISCAL IMPACT ANALYSIS Prepared for: TPG - EL SEGUNDO PARTNERS, LLC NOVEMBER, 2001 -Z 58 EXHIBIT E REQUIRED FINDINGS 3 The proposed location and use and the conditions under which the use would be operated or maintained will not be detrimental to the public health, safety or welfare, or materially injurious to properties or Improvements In the vicinity; 4 Potential Impacts that could be generated by the proposed use, such as noise, smoke, dust, fumes, vibration, odors, traffic and hazards have been recognized and compensated for, and, 5 The State Department of Alcohol Beverage Control has Issued or will Issue a license to sell alcohol to the applicant P \Planning & Building Safety\PROJECTS \526 - 550 \Ea - 548 \EA -548 SR ver 2 doc 4 357 EXHIBIT E REQUIRED FINDINGS 3 The project is in conformity with the public convenience, general welfare and good land use practice; 4 The project will not be detrimental to the health, safety and general welfare; and 5. The project will not adversely affect the orderly development of property or the preservation of property values Subdivision Findings: The Planning Commission shall recommend denial of a tentative map, vesting tentative map or a parcel map for which a tentative map was not required, if it makes any of the following findings consistent with California Government Code § 66474 of the. 1 That the proposed map is not consistent with applicable general and specific plans as specified in California Government Code § 65451. 2 That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans. 3 That the site is not physically suitable for the type of development. 4 That the site is not physically suitable for the proposed density of development 5 That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. 6 That the design of the subdivision or type of improvements are likely to cause serious public health problems. 7 That the design of the subdivision or type of improvements will conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision Administrative Use Permit Findings: Before an Administrative Use Permit may be granted, it shall be found that: 1 There is compatibility of the particular use on the particular site in relationship to other existing and potential uses within the general area in which the use is proposed to be located; 2 The proposed use is consistent and compatible with the purpose of the zone in which the site is located; 3 15 6 EXHIBIT E REQUIRED FINDINGS The statutory requirements of CEQA will not be met and no vesting shall occur until this condition is met and the required notices and fees are filed with the County Specific Plan Findings: The Corporate Campus Specific Plan is consistent with the General Plan General Plan Amendment Findings: There are no required findings for a General Plan Amendment However, an amendment must be internally consistent with the rest of the General Plan Zone Change Findings: Section 15 -24-4 of the El Segundo Municipal Code requires that the Planning Commission, in making its recommendation on a change in zoning, recite, among other things "the facts and reasons which. make the approval or denial necessary to carry out the general purpose of this Title." Zone Text Amendment Findings: Section 15 -24-4 of the El Segundo Municipal Code also requires that the Planning Commission, in making its recommendation on revisions to the text of the Zoning Code, recite, among other things "the facts and reasons which make the approval or denial necessary to carry out the general purpose of this Title " Development Agreement Findings: California Government Code § 65864 authorizes the City to enter into Development Agreements with property owners to ensure projects may be built in accordance with the applicable policies, rules, and regulations at the time of approval of the project A Development Agreement may specify the duration of the Agreement, permitted uses of the property, and provisions for dedications of land for public purposes The Planning Commission is authorized by City Council Resolution No. 3268 to make a recommendation to the City Council to approve a Development Agreement if the following findings can be made- 1 The project is consistent with the objectives, policies, general land uses, and programs specified in the general plan and any applicable specific plan; 2 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; 2 355 EXHIBIT E REQUIRED FINDINGS CEQA Findings* 1 The Draft EIR has been completed in compliance with CEQA, (Section 15090) 2 The Final EIR was presented to the decision making body of the lead agency and that decision making body reviewed and considered information contained in the Final EIR prior to approving the project, (Section 15090) 3 The final EIR reflects the lead agency's independent judgment and analysis, (Section 15090) 4 The public agency shall specify the location and custodian of the documents or other material which constitute the record of proceedings upon which its decision is based (Section 15091) 5 Changes or alterations have been required in, or incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. (Section 15091) 6 Specific economic, legal, social, technological, or other considerations, including provision of employment opportunities make infeasible the mitigation measures or project alternatives identified in the Final EIR (Section 15091) 7 The Draft Environmental Impact Report was made available for public review and comment in the time and manner prescribed by law The EIR concluded that with mitigation the proposed project will not have a significant, adverse effect on the environment; or, that any remaining significant effects on the environment found to be unavoidable under Section 15091 are acceptable due to overriding concerns. 8 That when considering the whole record, there is no evidence that the project will have the potential for an adverse effect on wildlife resources or the habitat on which the wildlife depends, because the project is in a built - out urban environment 9 That the Planning Commission authorizes and directs the Director of Community, Economic and Development Services to file with the appropriate agencies a Certificate of Fee Exemption and De Mmimis finding in accordance with Pub Res Code §§ 21152, 21167(f), 14 CCR § 15094, and any other applicable law. Within ten (10) days of the certification of the Final EIR, the applicant shall submit to the City of El Segundo a fee of $25 00 required by the County of Los Angeles for the filing of this certificate along with the required Notice of Determination 354 29 The State Department of Alcohol Beverage Control will issue a license to sell alcohol to the applicant. The City will require evidence that all establishments have alcohol licenses issued by ABC prior to commencement of on -site sale of alcohol X. Conclusion Staff recommends that the Planning Commission recommend that the City Council approve the proposed reduced project, subject to the conditions contained in Draft Resolution No 2517 XI. Exhibits A. nr-ft 1212PA1% Commission PROMMOMoo 2644- ■ ■ S ! a�-_Property Description Impact d) 9eyelopment Fee 6ehedule B Fiscal Applications E Required Findings �Mp. &tic H Draft EIR (Distributed separately on September 27, 2001) Paul Garry, Senior Plann iqimes Hansen, Director C� mrpbnity, Economic, and Development Services P \Planning & Budding Safety\PROJECTS\52rs550\Ea -548 \EA-548 SR M 4 dW 31 353 mitigation measures, the proposed subdivision will not cause any significant environmental impacts, with the exception of unavoidable traffic and air quality impacts. Those mitigation measures identified in the Draft EIR have been incorporated into the Mitigation Monitoring and Reporting Program. 23 The design of the subdivision or type of improvements are not likely to cause serious public health problems. The size and shape of all lots will protect public health. The proposed internal roadway to serve the subdivision will be designed to provide safe and efficient vehicle and pedestrian movements throughout the project site Subdivision improvements will be required to comply with the Americans with Disabilities Act. 24 The design of the subdivision or type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision The project applicant will relocate or build over the exiting sewer easement on the property. The MTA aerial easement will not be disturbed by the design of the proposed project. The project will also include a system of private internal roadways to provide public access to all the buildings throughout the subdivision Administrative Use Permit Findings 25 There is compatibility of the particular use on the particular site in relationship to other existing and potential uses within the general area in which the use is proposed to be located. The on -site sale and consumption of alcoholic beverages is consistent with restaurants and hotels facilities. Most, if not all of the restaurants and hotels in the northeast quadrant of the City, permit the on -site sale and consumption of alcohol 26 The proposed use is consistent and compatible with the purpose of the zone in which the site is located. The on -site sale and consumption of alcohol is compatible with restaurants and hotels, which are permitted uses in the proposed Corporate Campus Specific Plan. 27 The proposed location and use and the conditions under which the use would be operated or maintained will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity through the implementation of Condition No. 12. The on -site sale and consumption of alcohol would be permitted at indoor and outdoor dining establishments, subject to the approval of licenses to sell alcohol issued by the State Department of Alcohol Beverage Control (ABC). 28. Potential impacts that could be generated by the proposed use, such as noise, smoke, dust, fumes, vibration, odors, traffic and hazards have been recognized and compensated for. There would be no adverse environmental impacts associated with the on -site sale and consumption of alcohol. 30 352 developed in an orderly fashion All mitigation measures will be implemented at the time and place impacts occur Based upon our review, it is the opinion of staff that the Planning Commission should recommend that the City Council make the findings outlined above related to the proposed Development Agreement. The project is consistent with the purposes of the proposed Corporate Campus Specific Plan and the current MU -N Zone, and it is compatible with its surrounding developments The project will promote public convenience, general welfare, and good land use practice, will not create any unmitigated environmental impacts which would be injurious to the health, safety and general welfare of the community, and would serve to improve property values in the area by providing a long -term master plan for the project site. Each Finding is contained in Draft Resolution No 2517 and is supported by substantial evidence as noted in the Resolution Subdivision Findings 18 The proposed Vesting Tentative Tract Map No. 53570 is consistent with applicable general and specific plans as specified in Government Code § 65451 Each proposed lot will be consistent with the minimum lot size and minimum street frontage requirements proposed in the Corporate Campus Specific Plan. All parcels will have frontage on a public street or a private internal roadway 19 The design or improvement of the proposed subdivision is consistent with applicable general and specific plans Each proposed lot would be consistent in size and lot frontage as other parcels in the surrounding area 20 The site is physically suitable for the type of development The vacant 46.53 - acre parcel of land is generally flat and has been graded following the demolition of the previous development on the site. The proposed project is physically accessible by existing streets and the MTA Green Line 21 The site is physically suitable for the proposed density of development While the floor area ratio of two of the proposed 26 parcels would have densities exceeding 3.0.1, due to the requirement that the overall FAR in the proposed Corporate Campus Specific Plan not exceed an overall FAR of 0 99:1, the density of individual parcels will not be detrimental to the overall project or the surrounding area 22 The design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat The proposed project is located in a built out urban environment with no threatened fish or wildlife habitats located on the project site. The project was also previously developed with light industrial uses from 1953 to 1990. The proposed layout of the development does not contribute to the unavoidable significant traffic and air quality impacts identified in the Draft EIR With the implementation of the appropriate 2s 351 (c) Increase in employment opportunities for the City's citizenry (d) Increasing City revenues through the generation of taxes that outweigh the City cost of services. (e) Development of a project that will increase the use of the MTA Green Line (f) Development of a project that is consistent with the elements of the General Plan (g) Dedication of a one -acre site for the relocation of Fire Station No 2 (h) Contribution of one or more shuttle vans to the City for the expansion of City operated public transit routes (i) Construction of a Bike Station adjacent to the Nash - Mariposa Green Line Station. (j) Acquisition of approximately five -acres of land for public recreational facilities at below market costs (k) Parking for the public park site would be provided by the applicant, thereby reducing the City's development costs for the construction of a park site. (I) The project would reduce the maximum permitted floor area ratio on the property from 1 3 1 to 0 99.1. 14 The project is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. The proposed project includes a specific plan, which establishes the permitted uses and development standards that would apply to the project. These uses and development standards are similar and compatible with the existing uses and standards permitted in the current MU -N zoning on the property. 15 The project is in conformity with the public convenience, general welfare and good land use practice, as described in Section IX 12 above The proposed reduced project permits a lower floor area ratio than allowed under the existing MU -N zoning (0 99:1 vs 1.3 1) The project would facilitate constructing a new fire station, through the dedication of land. The project would also be designed to support and encourage public transportation uses and contribute to the continued diversification of the northeast quadrant of the City by providing a broad range of commercial uses 16 The project will not be detrimental to the health, safety and general welfare As established in Section VIII of this report, the proposed project will not create any negative environmental impacts, with the exception of traffic impacts at two already congested intersections and air quality impacts due to mobile sources. The City Council is responsible for determining if there are overriding considerations, which outweigh the identified unavoidable environmental consequences of the project. 17 The project will not adversely affect the orderly development of property or the preservation of property values. The proposed Corporate Campus Specific Plan and development agreement will ensure that the project will be 28 150 findings for a General Plan Amendment. However, an amendment must be internally consistent with the rest of the General Plan The proposed General Plan Amendment is necessary to carry out the proposed project because the proposed Corporate Campus Specific Plan would change the land use designation from the property from Urban Mixed -Use North to Corporate Campus Specific Plan The permitted uses and allowed density in the new Corporate Campus Specific Plan land use designation are consistent with Urban Mixed -Use North land use designation The proposed land use designation is also consistent with all the bwldout assumptions in the General Plan Therefore, it would not conflict with any other elements of the General Plan Zone Change Findings 11 The proposed Zone Change is necessary to carry out the proposed project because the proposed Corporate Campus Specific Plan would change the zoning classification from the property from MU -N to CCSP. The proposed Zone Change is necessary to maintain consistency with the proposed General Plan land uses designation of Corporate Campus Specific Plan Without the Corporate Campus Specific Plan, the project objective of allowing flexible parcel floor area ratios within the overall plan area of 0.99 1 would not be possible. Flexible floor area ratios on individual parcels would allow density to be concentrated on certain parcels near the Mariposa -Nash Metro Green Line Station to promote public transit use, thereby promoting less lot coverage and more open space on other parcels within the speck plan area. Zone Text Amendment Findings 12 The proposed Zone Text Amendment is necessary to carry out the proposed project because the proposed Corporate Campus Specific Plan would change the zoning classification from the property from MU -N to CCSP. Without the Corporate Campus Specific Plan, the project objective of allowing flexible parcel floor area ratios within the overall plan area of 0.99:1 would not be possible An amendment to Section 15 -3 -2 of the ESMC to list the CCSP as a specific plan within the City is necessary for consistency with the General Plan Development Agreement Findings 13 As set forth is Section VI above, the project is consistent with the objectives, policies, general land uses, and programs specified in the general plan and the proposed Corporate Campus Specific Plan In addition, the Development Agreement would provide the following public benefits in exchange for valuable development rights (nine -year entitlement). (a) Development of a property that is currently vacant and unused (b) Increasing and further stabilizing the City's tax base through development of new commercial businesses. 27 '1 d 9 analyzed the Draft EIR prepared for_the Project This Draft EIR is an accurate and complete statement of the potential environmental impacts of the project. The Draft EIR reflects the independent judgment of the City. The Final EIR will be prepared under the direction of the City of El Segundo Department of Community, Economic and Development Services and will reflect the independent judgment and analysis of the environmental impacts and comments received on the Draft EIR Changes or alterations have been required in, or incorporated into the project, which avoid or substantially lessen the significant environmental effect as identified in the Final EIR. (Section 15091). The reduction of the project from 2 55 million gross square feet to 2.00 million gross square feet will lessen potential impacts of the proposed project Any further potential changes or alterations to the project or proposed mitigation measures will be addressed and analyzed in the Final EIR. 6 The lack of available right -of -way required to implement mitigation measures B -9 and B -10 (intersections of Sepulveda Boulevard /Rosecrans Avenue and Rosecrans Avenue /Aviation Boulevard, respectively) make these mitigation measures infeasible All project alternatives, with the exception of Alternative E (Park Alternative) in the Draft EIR, are infeasible because they do not meet the project objectives identified in the Draft EIR and the Corporate Campus Specific Plan (Section 15091) 7 The Draft EIR was made available for public review and comment in the time and manner prescribed by CEQA. The Draft EIR concluded that with mitigation the proposed project will not have a significant, adverse effect on the environment, with the exception of unavoidable traffic and air quality impacts, 8 That when considering the whole record, there is no evidence that the project will have the potential for an adverse effect on wildlife resources or the habitat on which the wildlife depends, because the project is in a built -out urban environment Specific Plan Findings 9 The Corporate Campus Specific Plan is consistent with the General Plan. The proposed Corporate Campus Specific Plan is consistent with the permitted uses and allowed density permitted elsewhere in the General Plan and is consistent with the Urban Mixed -Use North Zone that it is replacing. The proposed Corporate Campus Specific Plan addresses all the required infrastructure needed to service the plan area and all services are available to support the development General Plan Amendment Findings 10 Since approving a specific plan is a legislative act, there are no required 26 348