The URL can be used to link to this page

2005 FEB 15 CC PACKET-4EXHIBIT F City of El Segundo INTER - DEPARTMENTAL CORRESPONDENCE DATE: February 8, 2005 TO: City Council FROM: Mary Strenn, City Manager By: Kimberly Christensen, Planning Manager SUBJECT: Sepulveda /Rosecrans Site Rezoning and Plaza El Segundo Project (REVISED) Information that is revised from the memorandum dated February 3 2005 is underlined below. Planning Manager Kim Christensen attended the Manhattan Beach City Council meeting this past Tuesday evening February Vt. The Manhattan Beach City Council approved a Settlement Agreement between the City of Manhattan Beach and Mar Ventures, Inc., the developer of the project, by a unanimous vote. We have obtained copies of the Settlement Agreement and related documents (see attached). The following is a summary of the key business points of the Settlement Agreement based upon the statements made at the Council hearing and per the attached documents. There are some discrepancies between the statements made at the public hearing and what is stated in the attached copy of the Settlement Agreement. However, the summary below relies upon the Settlement Agreement since it is the actual document being adopted by the City of Manhattan Beach. Mar Ventures agrees to submit letter to City of El Segundo requesting approval of Plaza El Segundo Reduced Traffic Generation Alternative. (This was officially submitted to the City on January 26, 2005). Mar Ventures agrees to fund traffic improvements at six intersections that are not required as mitigation for the proposed project: • Rosecrans/ Nash • Rosecrans /Apollo • Rosecrans /Douglas • Rosecrans /Continental • Rosecrans Aviation • Sepulveda/ Marine • Sepulveda /Marine improvement was not previously disclosed to City staff. It is an unfunded project on the City of Manhattan Beach's Capital Improvement Program. It is estimated to cost at least $300,000. The developer would not be responsible for any cost over $300,000. s :: • Mar Ventures is required to bond against the estimated $3.45 million cost of the six intersection improvements costs. • Mar Ventures is required to begin construction of all six improvements upon issuance of the first commercial building permit by the City of El Segundo for the Plaza El Segundo Development. Construction must be diligently pursued and completed prior to the issuance of a certificate of occupancy for the first building or must be in progress. • If Mar Ventures does not complete improvements, the City of Manhattan Beach would keep the bond money and could use it to improve traffic circulation "in the area ". • At their public hearing on February 1, 2005 the Manhattan Beach City Council stated they would like the existing westbound dual left turn lanes at the Sepulveda /Rosecrans intersection (in the City of El Segundo) to be lengthened if the Reduced Traffic Generation Alternative Project is implemented instead of the triple left -turn lanes required as mitigation in the proposed project. (Depending on how long the lanes would be lengthened, the ability to turn left into the General Chemical parcel of the Rezoning Site when heading eastbound on Rosecrans Avenue.) This is not a requirement specified in the Settlement The City Council stated at the public hearing on February 1 2005 that Mar Ventures could implement traffic reductions in one of three ways. 1) Obtain approval of the Plaza El Segundo Reduced Traffic Generation Alternative from the City of El Segundo City Council; 2) Obtain approval from the City of El Segundo City Council of the Proposed project with restrictions to reduce traffic by approximately 15% consistent with the Reduced Traffic Generation Alternative through the Development Agreement; or 3) if the City of El Segundo does not approve either of the two scenarios above, place a deed restriction on the property to limit the traffic to the equivalent of the Plaza El Segundo Reduced Traffic Generation Alternative. The Setttlement Agreement as drafted does not with the land. • Mar Ventures agrees to construct the extension of Park Place to Nash Street before certificates of occupancy are issued for Phase II of the Rosecrans /Sepulveda Site Rezoning. • The development agreement with the City of El Segundo includes a restriction to limit a single tenant to a maximum size of 125,000 square feet. In exchange for these provisions, the City of Manhattan Beach agrees not to file lawsuits to try to stop the project from going forward. This Settlement Agreement only applies to Plaza El Segundo (not Area B). ri • As of the date of this memorandum. the Settlement Agreement has not been signed between the parties. Cc: Mark Hensley, City Attorney Seimone Jurjis, Director, PBS Attachments: 1. Staff Report 2. Settlement Agreement Including Exhibits P: \Planning & Building Safety\ Kim\MBSettlementRevFeb82005.doc `x tir z City of El Segundo INTER - DEPARTMENTAL CORRESPONDENCE DATE: February 3, 2005 TO: City Council FROM: Mary Strenn, City Manager By: Kimberly Christensen, Planning Manager SUBJECT: Sepulveda /Rosecrans Site Rezoning and Plaza El Segundo Project Planning Manager Kim Christensen attended the Manhattan Beach City Council meeting this past Tuesday evening February 1". The Manhattan Beach City Council approved a Settlement Agreement between the City of Manhattan Beach and Mar Ventures, the developer of the project, by a unanimous vote. We have obtained copies of the Settlement Agreement and related documents (see attached). The following is a summary of the key business points of the Settlement Agreement based upon the statements made at the Council hearing and per the attached documents. There are some discrepancies between the statements made at the public hearing and what is stated in the attached copy of the Settlement Agreement. However, the summary below relies upon the Settlement Agreement since it is the actual document being adopted by the City of Manhattan Beach. Mar Ventures agrees to submit letter to City of El Segundo requesting approval of Plaza El Segundo Reduced Traffic Generation Alternative. (This was officially submitted to the City on January 26, 2005). Mar Ventures agrees to fund traffic improvements at six intersections that are not required as mitigation for the proposed project: • Rosecrans/ Nash • Rosecrans /Apollo • Rosecrans /Douglas • Rosecrans /Continental • Rosecrans Aviation • Sepulveda/ Marine • Sepulveda /Marine improvement was not previously disclosed to City staff. It is an unfunded project on the City of Manhattan Beach's Capital Improvement Program. It is estimated to cost at least $300,000. The developer would not be responsible for any cost over $300,000. • Mar Ventures is required to bond against the estimated $3.45 million cost of the six intersection improvements costs. Mar Ventures is required to begin construction of all six improvements upon issuance of the first commercial building permit by the City of El Segundo for the Plaza El Segundo Development. Construction must be diligently pursued and completed prior to the issuance of a certificate of occupancy for the first building or must be in progress. If Mar Ventures does not complete improvements, the City of Manhattan Beach would keep the bond money and could use it to improve traffic circulation "in the area ". Mar Ventures agrees to lengthen the existing westbound dual left turn lanes at the Sepulveda /Rosecrans intersection (in the City of El Segundo) if the Reduced Traffic Generation Alternative Project is implemented instead of the triple left -turn lanes required as mitigation in the proposed project. (Depending on how long the lanes would be lengthened, the ability to turn left into the General Chemical parcel of the Rezoning Site when heading eastbound on Rosecrans Avenue.) Mar Ventures would implement traffic reductions in one of three ways. 1) Obtain approval of the Plaza El Segundo Reduced Traffic Generation Alternative from the City of El Segundo City Council; 2) Obtain approval from the City of El Segundo City Council of the Proposed project with restrictions to reduce traffic by approximately 15% consistent with the Reduced Traffic Generation Alternative through the Development Agreement; or 3) if the City of El Segundo does not approve either of the two scenarios above, place a deed restriction on the property to limit the traffic to the equivalent of the Plaza El Segundo Reduced Traffic Generation Alternative. Mar Ventures agrees to construct the extension of Park Place to Nash Street before certificates of occupancy are issued for Phase II of the Rosecrans /Sepulveda Site Rezoning. • The development agreement with the City of El Segundo includes a restriction to limit a single tenant to a maximum size of 125,000 square feet. • In exchange for these provisions, the City of Manhattan Beach agrees not to file lawsuits to try to stop the project from going forward. This Settlement Agreement only applies to Plaza El Segundo (not Area B). Cc: Mark Hensley, City Attorney Seimone Jurjis, Director, PBS Attachments: 1. Staff Report 2. Settlement Agreement Including Exhibits P: \Planning & Building Safety \Kim \ \MBSettlement.doc Agenda Item Staff Report City of Manhattan Beach TO: Honorable Mayor Wilson and Members of the City Council THROUGH: Geoff Dolan, City Manager FROM: Richard Thompson, Director of Community Development Robert V. Wadden, City Attorney Laurie B. Jester, Senior Planner DATE: February 1, 2005 SUBJECT: Status Report and Consideration of Settlement Agreement Regarding the Plaza El Segundo Project in the City of El Segundo RMl,v1v11V1SN1)A7I01N : Staff recommends that the City Council accept the presentation and approve the Settlement Agreement. FISCAL IMPLICATION: There are no fiscal implications associated with the recommended action. BACKGROUND: In December 2003 the City of El Segundo released a Notice of Preparation (NOP) of a Draft Environmental Impact Report (DEIR) for the Plaza El Segundo Project. The DEIR was released in October 2004, and staff has reviewed and commented on the project several times over the past year, specifically with concerns regarding traffic. Staff provided a status report on the project to Council on November 16, 2004 and at that time the City Council also approved a comment letter on the DEIR which detailed our concerns regarding traffic impacts. At the last City Council meeting on January 18, 2005 the Council continued the discussions regarding the Settlement Agreement as negotiations with the developer were still on- going. DISCUSSION: Project Description The proposed project is a commercial shopping center which is located on a site approximately 110 gross acres in area, in the City of El Segundo, at the northeast comer of the intersection of Sepulveda Boulevard and Rosecrans Avenue. Construction is planned to begin early 2005 on Area "A ", which will include approximately 425,000 SF of retail use, with completion at the end of 2006. Area "A" is 43 acres in area, generally on the north and west portion of the site, and includes the corner of Rosecrans and Sepulveda. Area `B', which is generally the south and east portion of the site, is anticipated to be completed by approximately 2012. Area `B" will allow the continuation of existing industrial uses as well as new commercial uses, totaling 425,000 square feet. t! S'6" y Agenda Item Public Review Process On November 15, and December 15, 2004 the El Segundo Planning Commission held public hearings on the project and at the December 15d' meeting recommended approval of the project to the El Segundo City Council. The El Segundo City Council scheduled a public hearing for tonight to take action on the project; however the Final Environmental Impact Report (FEIR) has not yet been completed so the Council is not able to take action on the project. No hearing on the project will be held on the 18th, and the item will be renoticed for the February I" regular City Council meeting. City of El Segundo staff expects the Final EIR to be distributed by January 21". The Final EIR will include a Responses to Comments section which will provide written responses to all of the comments received on the DEIR, including response to our comments. Staff has been working with our outside Council retained to assist us in this matter and the City traffic engineer, as well as the developer and their team, to address the traffic impact concerns raised by the City Council. The development team for the project is made up of Mar Ventures, Inc., Continental Development Corporation, and Comstock Crosser and Associates. Specifically, traffic impacts on Rosecrans and Sepulveda due to the project are being addressed. Consistent with direction provided by the City Council, staff is negotiating a Settlement Agreement that details the project description and traffic improvements. The final negotiated Settlement Agreement will be presented at the meeting. Further information on the project can be obtained from the City of Manhattan Beach's website at www.citvmb.info. On the homepage under "What's New" is a NEW El Segundo Project link which provides a brief project description, information on the public hearing process, contacts for the City of El Segundo and City of Manhattan Beach, and links to the Draft Environmental Impact Report, and the applicants website. CONCLUSION: Staff recommends that the City Council review and approve the Settlement Agreement, and authorize the City Manager to make minor changes if required. Page 2 H: \Plaza El Segundo \CC Staff Report Plaza El Segundo 2- 1- 05.doc ai s s [FOR SETTLEMENT PURPOSES ONLY — INADMISSIBLE FOR ANY OTHER PURPOSE] AGREEMENT THIS AGREEMENT ( "Agreement ") is made and entered into by and between the CITY OF MANHATTAN BEACH, a municipal corporation ( "City ") and ROSECRANS - SEPULVEDA PARTNERS, LLC, a California limited liability company ( "Developer "), as of this _ day of February, 2005. City and Developer may also be referred to in this Agreement individually as a "Party" and collectively as "Parties." RECITALS A. Developer is currently seeking entitlements from the City of El Segundo ( "ES ") to develop a retail complex currently known as "Plaza El Segundo," which will be comprised of approximately four hundred twenty -five thousand (425,000) square feet on approximately 42 acres of land located at the northeast comer of Sepulveda Boulevard and Rosecrans Avenue (the "Project "). The Project area is legally described in Exhibit "A -1" and depicted on Exhibit "A -2" attached hereto ( "Area A "). Also depicted on Exhibit "A" is an area of approximately 67 gross acres of property located to the south and east of and adjacent to the Project ( "Area B "). B. If approved, the Project entitlements will include a Final Environmental Impact Report (the "EIR "), a General Plan Amendment, a Zone Change, a Zone Text Amendment, a Vesting Tentative Map and a Development Agreement (the "Development Agreement ") (collectively, the "Project Entitlements "). Concurrently with the consideration of the Project Entitlements, ES will also be considering a General Plan Amendment, Zone Change and Zone Text Amendment that will result in Area B's zoning being redesignated to "Commercial Center (C -4)." C. The EIR describes and fully studies the Project and also describes a "Reduced Traffic Generation" alternative for the Project (the "Reduced Project Alternative ") that would cause the proposed Project to retain the same maximum square footage but would modify the mix of commercial uses which would result in a substantial reduction of the Project's average daily trip generation as indicated on Exhibit `B" attached hereto. D. During the last several months, representatives of the City and Developer have met numerous times to discuss the proposed Project. In those meetings, the City's representatives have expressed concerns regarding the Project's impact on traffic in the City and a concern about the timing of the construction of an extension of Park Place to Sepulveda Boulevard. On December 15, 2004, an attorney representing the City spoke at a hearing before the ES Planning Commission and outlined the City's objections to the Project. The City has indicated that it may initiate litigation if its concerns are not adequately addressed. Developer has stated that it disagrees with the City's concerns over traffic and believes that the traffic mitigation measures in the EIR are adequate to address these traffic related issues. 44386 \1122897x9 2/2/2005 48" E. Following the December 15, 2004 ES Planning Commission meeting, representatives of the City and Developer have held further meetings regarding ways in which the City's concerns may be addressed. Based on those meetings and in an effort to address the City's concerns, City and Developer have reached a consensus whereby, in exchange for the actions agreed to by Developer in this Agreement, which actions are designed to address the City's concerns, the City will agree that it will not express fiuther opposition to the Project or the Project Entitlements or challenge, by litigation or otherwise, the Project or the Project Entitlements. F. To address the City's concerns, Developer has agreed to take the following actions: 1. On or before February 1, 2005, Developer will request the ES City Council to approve the Reduced Project Alternative. 2. Subject to the terms of this Agreement, Developer has agreed to install six (6) additional traffic improvements above and beyond any traffic improvements that may be required by the Project Entitlements (the "Additional Traffic Improvements "). A list of the Additional Traffic Improvements (and each of their projected costs) is attached hereto as Exhibit "C." The total cost to Developer to design, permit, install and dedicate right of way for the Additional Traffic Improvements is estimated to be approximately Three Million Dollars ($3,000,000.00) (the "Additional Traffic Improvement Cost "). 3. Developer will request that ES include a commitment in the Development Agreement for ES to diligently process permits and/or entitlements for the Additional Traffic Improvements and to not unreasonably withhold permits and/or entitlements to install the Additional Traffic Improvements. 4. Once permits and/or entitlements to construct the Additional Traffic Improvements have been obtained and a building permit for the first commercial building within the Project (the "First Building ") has been issued to Developer, Developer will (a) commence and thereafter diligently pursue installation of each Additional Traffic Improvement for which permits and/or entitlements have been issued and (b) provide, or cause to be provided, to City financial security to assure completion of the Additional Traffic Improvements ( "Security ") either in the form of a payment and performance bond (naming the City as beneficiary) in an amount equal to Three Million Four Hundred Fifty Thousand Dollars ($3,450,000.00) or such other form of security as shall be reasonably acceptable to the City. City and Developer have agreed that to the extent it is determined that one or more Additional Traffic Improvements have not or cannot be built in accordance with the provisions of this Agreement, City shall be entitled to collect the proceeds of the Security equal to the estimated cost of constructing each such Additional Traffic Improvement and City has agreed to use such proceeds to improve circulation in the area. 5. To address the City's concern regarding the traffic impacts of the Project, in addition to the limitations which may be imposed by the Reduced Project 44386 \1122897x9 Page 2 2/2/2005 Alternative, Developer has agreed to limitations contained within the Development Agreement which will limit the maximum size of any tenant within the Project to one hundred twenty -five thousand (125,000) square feet. 6. To address City's concern about the timing of the construction of the extension of Park Place to Sepulveda Boulevard, Developer has confirmed to the City that Section 2.P of Resolution No. 2575 adopted by the ES Planning Commission on December 15, 2004, contains the following finding: "The full buildout of the Sepulveda/Rosecrans Site Rezoning includes an extension of Park Place (a four -lane east -west street) from its current terminus at Nash Street that would connect to Sepulveda Boulevard. The roadway extension would include a signalized intersection at Sepulveda Boulevard south of Hughes Way. The road would also include a grade separation structure to allow the roadway to pass beneath the Union Pacific Railroad and realigned Burlington Northern Santa Fe Railroad tracks that bisect the project site." NOW, THEREFORE, City and Developer hereby agree as follows: 1. Developer's Request for the Reduced Project Alternative. On or before February 1, 2005, Developer will request the ES City Council to approve the Reduced Project Alternative. 2. Additional Traffic Improvements. Developer's obligation to install the Additional Traffic Improvements shall be subject to the following conditions precedent: a. Final Project Entitlements for a Project at least equal in Average Daily Trips ( "ADT ") traffic generation (using International Traffic Engineers ( "ITE ") standards) as the Reduced Project Alternative (and otherwise acceptable to Developer) being approved by ES (the "Approved Project "); b. The statute of limitations (during which the Project Entitlements may be challenged) having run, with no challenge having been asserted, or if asserted, such challenge having either been dismissed by a court of final jurisdiction or settled on terms acceptable to Developer; C. Developer obtaining permits and approvals from other governmental agencies, e.g., the Regional Water Quality Control Board and California Fish and Game, to commence construction of the Approved Project; d. Issuance to Developer of a building permit for the First Building; e. Developer obtaining such permits and /or entitlements as may be required by governmental agencies, utilities and third parties, e.g., owners of pipelines, to install the Additional Traffic Improvements; Developer shall use commercially reasonable efforts to diligently pursue obtaining such permits and/or entitlements. 44386 \1122897v9 Page 3 2/2/2005 Subject to the conditions precedent set forth above, Developer shall diligently pursue the design and installation of the Additional Traffic Improvements in accordance with the provisions of Section 4 below. If, for any reason, permits and /or entitlements cannot be obtained to install one or more of the Additional Traffic Improvements, each Additional Traffic Improvement for which permits and /or entitlements have been obtained, shall be installed by Developer in accordance with the provisions of Section 4 below. Subject to the conditions precedent set forth above, Developer's obligation to install the Additional Traffic Improvements shall remain in full force and effect whether or not the Reduced Project Alternative is approved by ES. For any Additional Traffic Improvements which the Parties determine has not or cannot be built (with the exception of the Marine /Sepulveda Improvement), City shall be entitled to receive Security proceeds equal to the estimated cost of construction for that Additional Traffic Improvement in accordance with the provisions of Section 8 below. For purposes of this Agreement, the Additional Traffic Improvements shall be treated the same as offsite subdivision improvements that are required by City in connection with conditions of approval for subdivision maps that are approved by City. 3. Additional Traffic Improvement at Marine and Sepulveda. City's current estimate (in its Capital Improvement Program) of the cost to design, permit, acquire right -of -way and install the Additional Traffic Improvement at Marine and Sepulveda (the "Marine /Sepulveda Improvement ") is Three Hundred Thousand Dollars ($300,000.00). To the extent Developer's cost to design, permit, acquire right of way and install the Marine /Sepulveda Improvement exceeds Three Hundred Thousand Dollars ($300,000.00), the City agrees that it will promptly pay the excess costs to Developer upon receipt from Developer of receipts and such other documentation as City may reasonably request to document such excess costs. 4. Commencement of Construction of Additional Traffic Improvements/Bonding Requirements. When ES has issued to Developer a building permit for the First Building, Developer shall (a) commence and thereafter diligently pursue installation of each Additional Traffic Improvement for which permits and/or entitlements have been issued and (b) shall provide, or cause to be provided, City with Security. To the extent the Security consists of a payment and performance bond (the `Bond "), the Bond shall be in an amount equal to Three Million Four Hundred Fifty Thousand Dollars ($3,450,000.00), the surety under the Bond shall have a current A.M. Best's rating of not less than A -: VII unless otherwise approved by City and City shall be named as beneficiary on the Bond. City shall be entitled to collect the proceeds of the Security in accordance with the provisions of Section 8 below. 5. Expedited Processing. The City shall process and /or cooperate with, as appropriate, and at Developer's expense, in an expedited manner, all plan checking, grading, building and street improvement permits, utility connection authorizations and other permits and/or entitlements that may be required for the installation of the Additional Traffic Improvements. 6. Development Agreement /Additional Traffic Improvements. Developer will forthwith request ES to include in the Development Agreement ES's agreement to diligently 492 44386 \1122897v9 Page 4 2/2/2005 process and /or cooperate in the processing of permits and /or entitlements for those portions of the Additional Traffic Improvements that are located in ES and to not unreasonably withhold permits and/or entitlements to install those portions of the Additional Traffic Improvements that are located in ES. 7. Impact of Additional Traffic Improvements on Existing Projects. To the extent �i,) a dedication of additional right -of -way is required within the City as part of any Additional Traffic Improvement and (ii) such dedication would cause any aspect of any existing building(s) ( "Existing Project ") located adjacent to the dedicated right -of -way to become non - conforming in any way, including but not limited to use and parking, Developer's obligation to install any such Additional Traffic Improvement shall be conditioned upon approval and issuance of permits and /or entitlements by the City which are reasonably satisfactory to the owner(s) of the Existing Project from the City to allow the Existing Project to continue to operate and function, without further conditions or restrictions, as allowed prior to the required dedication ( "Existing Project Condition "). 8. Completion/Failure to Complete Additional Traffic Improvements; Disposition of Security. Developer and City have agreed that the results of Developer's effort to complete the Additional Traffic Improvements in accordance with the terms of this Agreement will result in one of four possible scenarios as follows: a. The Additional Traffic Improvement has been completed prior to the issuance of a certificate of occupancy for the First Building ( "Completed Improvement "); b. At the time of issuance of a certificate of occupancy for the First Building, Developer has received the necessary permits and/or entitlements to construct an Additional Traffic Improvement and is diligently pursuing the installation of the Additional Traffic Improvement in accordance with the terms of this Agreement ( "Improvement Under Construction "); C. At the time of issuance of a certificate of occupancy for the First Building, Developer is diligently pursuing the necessary permits and/or entitlements to install an Additional Traffic Improvement but the necessary permits and/or entitlements have not yet been issued ( "Application Pending Improvement "); or d. At the time of issuance of a certificate of occupancy for the First Building, Developer has confirmed to City (or City has reasonably determined) that Developer either (i) will be unable to obtain permits and/or entitlements to install an Additional Traffic Improvement or (ii) an Existing Project Condition will not be satisfied with respect to an Additional Traffic Improvement or (iii) City has reasonably determined that Developer has failed to diligently pursue permits and /or entitlements for an Additional Traffic Improvement or has failed to diligently pursue the installation of an Additional Traffic Improvement ("Ex- Improvement"). With respect to the foregoing scenarios, City and Developer have agreed as follows: 49s 44386 \1122897v9 Page 5 222005 (1) Completed Improvement. With respect to a Completed Improvement, City shall forthwith release Developer's Security applicable to each Completed Improvement, immediately following City's acceptance of such Completed Improvement, which acceptance shall not be unreasonably withheld or delayed. (2) Improvement Under Construction. With respect to an Improvement Under Construction, Developer shall continue to diligently pursue the installation of each Improvement Under Construction and upon completion of each Improvement Under Construction, City shall forthwith release Developer's Security applicable to each Improvement Under Construction, immediately following City's acceptance of such Improvement Under Construction, which acceptance shall not be unreasonably withheld or delayed. (3) Application Pending Improvement. With respect to an Application Pending Improvement, the Parties shall, on or before the issuance of a certificate of occupancy for the First Building, meet in good faith and assess the probability (a) that permits and/or entitlements to install the Application Pending Improvement will be issued or (b) that the Existing Project Condition will be satisfied. If the Parties reasonably determine that it is likely that permits and/or entitlements will be issued for such Application Pending Improvement, Developer shall be permitted to (and shall) continue to diligently pursue the permits and/or entitlements for such Application Pending Improvement and, upon receipt thereof, to diligently pursue the installation of such Application Pending Improvement. In the case of an Application Pending Improvement that is awaiting the satisfaction of an Existing Project Condition, if the Parties reasonably determine that it is likely that the Existing Project Condition will be satisfied, City shall notify Developer when the Existing Project Condition has been satisfied and, upon receipt of City's notice, Developer shall thereafter diligently pursue the installation of such Application Pending Improvement. If the Parties reasonably determine that it is unlikely that permits and/or entitlements for an Application Pending Improvement will be issued or it is unlikely that an Existing Project Condition will be satisfied, Developer shall, within thirty (30) days after such determination is made, pay City in readily available funds the cost of such Application Pending Improvement (as such cost is reflected on Exhibit "C" attached hereto (the "Estimated Cost ")). Upon payment to City of the cost of such Application Pending Improvement, City shall forthwith release the Security applicable to such Application Pending Improvement to Developer. Should Developer fail to make such payment within the thirty (30) day period, City shall have the right to realize on Developer's Security for such Application Pending Improvement for an amount equal to the Estimated Cost and shall return the balance of Developer's Security to Developer. To the extent Developer completes an Application Pending Improvement, City shall forthwith release Developer's Security applicable to such Application Pending Improvement, immediately following City's acceptance of such Application Pending Improvement, which acceptance shall not be unreasonably withheld or delayed. 44386 \1122897,9 Page 6 2/2/2005 (4) Ex- Improvement. With respect to any Ex- Improvement, Developer shall pay City the Estimated Cost to construct any Ex- Improvement(s) within thirty (30) days of the issuance of the occupancy certificate for the First Building. Upon payment to City of the estimated cost to construct any Ex- Improvement(s), City shall forthwith release the Security applicable to such Ex- Improvement to Developer. Should Developer fail to make such payment within the thirty (30) day period, City shall have the right to realize on Developer's Security for such Ex- Improvement(s) for an amount equal to the Estimated Cost of constructing such Ex- Improvement(s) and shall return the balance of Developer's Security to Developer. To the extent City receives payment for the cost of any Application Pending Improvement and/or Ex- Improvement, City shall use the proceeds from such payment for traffic /infrastructure improvements to improve circulation in the area. 9. Reducing Traffic Impacts of the Proiect. Developer hereby confirms that the Project Entitlements including, without limitation, the Development Agreement, contain development standards and restrictions that, among other things, prohibit any use within the Project that exceeds one hundred twenty -five thousand (125,000) square feet of floor area (the "Retail Size Restriction "). Section 4.2.1 of the Development Agreement reads as follows: "4.2 Development Standards All design and development standards that shall be applicable to the Property ( "Development Standards ") are set forth in the El Segundo General Plan, the El Segundo Municipal Codes, the Applicable Rules, the Project Approvals, and this Agreement. Additionally, the following restrictions apply: 4.2.1 Tenant Lease Space No uses within the Project shall exceed 125,000 square feet of floor,area in size." 10. Reduced Project Alternative — Applicable to Project Only. City hereby acknowledges that Developer's agreement to request the ES City Council to approve the Reduced Project Alternative only applies to and shall only affect the Project/Approved Project and shall not apply to or affect Area B. 11. Non - Opposition. Based on the foregoing, the City hereby agrees that it will neither directly nor indirectly, express, or assist others (except as may be required by law) in expressing, any further opposition, written or oral, to the Project /Approved Project or any Project Entitlement including, without limitation, the EIR, or any subsequent permit or entitlement that may be required in connection with the development of the Project /Approved Project consistent with the limitations set forth in this Agreement and will neither directly nor indirectly, by way of any administrative or judicial proceeding, challenge the Project /Approved Project or any Project Entitlement including, without limitation, the EIR, or any subsequent permit or entitlement that may be required in connection with the development of the Project/Approved Project consistent with the limitations set forth in this Agreement. Provided, however that City retains its right to 44386 \1122897v9 Page 7 B zaaoos challenge the development of Area B if the Park Place extension or other traffic mitigation is not implemented prior to obtaining certificates of occupancy for Area B. 12. Default. Either Party to this Agreement shall be deemed to have breached this Agreement if it materially breaches any of the provisions of this Agreement and the same is not cured within the time 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 thirty (30) days for non - monetary defaults from the date that the notice is deemed received, provided if the breaching Party cannot reasonably cure a non - monetary default within the time set forth in the notice, then the breaching Party shall not be in default if it commences to cure the default within such time limit and diligently pursues such cure thereafter. 13. Legal Action. Any Party may, in addition to any other rights or remedies, institute legal action to cure, correct or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation hereof, or enforce by specific performance the obligations and rights of the Parties hereto. 14. Future Litigation Expenses. 14.1 Payment to Prevailing Party. If City or Developer brings an action or proceeding (including, without limitation, any motion, order to show cause, cross - complaint, counterclaim, or third -party claim) by reason of defaults, breaches, tortious acts, or otherwise arising out of this Agreement, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit including, but not limited to, reasonable attorneys' fees . 14.2 Scope of Fees. Attorneys' fees under this Section shall include attorneys' fees on any appeal and, in addition, a Party entitled to attorneys' fees shall be entitled to all other reasonable costs and expenses, incurred in connection with such action which may be awarded by a court. In addition to the foregoing award of attorneys' fees to the prevailing Party, the prevailing Party in any lawsuit shall be entitled to its attorneys' fees incurred in 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. 15. Permitted Delays. In addition to any specific provisions of this Agreement, performance of obligations hereunder shall be excused during any period of delay caused at any time by reason of: acts of God such as floods, earthquakes, fires, or similar catastrophies; wars, terrorist activities, riots or similar hostilities; strikes and other labor difficulties beyond the party's control (including the party's employment force); the enactment of new laws or restrictions imposed or mandated by other governmental or quasi - governmental entities preventing this Agreement from being implemented; litigation involving this Agreement, the Project Entitlements, which directly or indirectly delays any activity contemplated hereunder; or other causes beyond the Party's control. City and Developer shall promptly notify the other Party of any delay hereunder as soon as possible after the same has been ascertained. 4 9 fi 44386\1 122897v9 Page 8 2/2/2005 16. Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer and the refinements and further development of the Additional Traffic Improvements and other terms and conditions of this Agreement may demonstrate that clarifications are appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarifications through operating memoranda approved by City and Developer, which, after execution, shall be attached hereto. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Attorney shall be authorized to make the determination whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such a character to constitute an amendment hereof. The City Manager may execute any operating memoranda hereunder without City Council or Planning Commission action. 17. Notice. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one (1) Business Day after being deposited with Federal Express or another reliable overnight courier service for next day delivery, (iii) upon facsimile transmission (except that if the date of such transmission is not a Business Day, then such notice shall be deemed to be given on the first Business Day following such transmission), or (iv) two (2) Business Days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or such other address as either Party may from time to time specify in writing to the other): CITY: City of Manhattan Beach Attention: City Manager Manhattan Beach City Hall 1400 Highland Manhattan Beach, California 90266 WITH A COPY TO: City of Manhattan Beach Attention: City Attorney Manhattan Beach City Hall 1400 Highland Manhattan Beach, California 90266 DEVELOPER: Rosecrans - Sepulveda Partners, LLC c/o Mar Ventures, Inc. 2050 West 190`h Street, Suite 201 Torrance, California 90504 Attention: Allan W. Mackenzie WITH A COPY TO: Continental Development Corporation 2041 Rosecrans Avenue, Suite 265 El Segundo, California 90245 Attention: Leonard E. Blakesley, Jr. ` 1 t 44386 \1122897v9 Page 9 B znnoos Comstock Crosser & Associates 321 12`h Street, Suite 200 Manhattan Beach, California 90266 Attention: Daniel D. Crosser Cox, Castle & Nicholson 2049 Century Park East, Suite 2800 Los Angeles, California 90067 Attn: Ronald I. Silverman, Esq. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. 18. Integration. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter. 19. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, representatives, successors and assigns. Upon the transfer of Developer's interest in the Project/Approved Project, the transferring Developer shall notify City of the name and contact information of the transferee(s) and shall thereafter automatically be released from its obligations and any liability under this Agreement arising subsequent to the date of such transfer and any such obligations and liabilities shall become the sole responsibility of the transferee(s) who become(s) the Developer of the Project/Approved Project pursuant to the provisions of the Development Agreement. 20. Timing. Time is of the essence hereof. 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 22. Authority. Each Party to this Agreement represents and warrants that it has authority to enter into this Agreement and to grant the rights and assume the obligations set forth in this Agreement. Each individual signing this Agreement represents and warrants that it has been authorized to do so by proper action of the Party on whose behalf he or she has signed. 23. Severabilitv. In case any one or more provisions set forth in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, any such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been incorporated therein; provided that the deletion of such provision does not materially alter this Agreement. 498 44386\1 122997v9 Page 10 8 zizizoos 24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. Any signature page may be detached from any counterpart and re- attached to another counterpart to make one full and complete executed agreement. 25. Amendment. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Parties. 26. Captions. The captions of this Agreement are inserted for convenience and are not part of this Agreement. 27. Responsibility for Drafting and Attorney's Fees. City and Developer have cooperated in the drafting of this Agreement and any rule of construction based on the drafter's identity shall not be applied to any ambiguity in this Agreement. 28. No Third Party Beneficiary. This Agreement is entered into solely for the benefit of the Parties hereto and their successors, transferees and assigns. Other than the Parties hereto and their successors, transferees and assigns, no third party shall be entitled to directly, or indirectly, base any claim, or to have any right arising from, or related to, this Agreement. 29. Advice of Counsel. The Parties to this Agreement hereby acknowledge that they have executed this Agreement after consultation with their own counsel. 30. Facsimile Signatures. Signatures delivered by facsimile shall be as binding as originals upon the Parties so signing and delivering. 31. Business Da v. As used herein, the term "Business Day" shall mean any day other than a Saturday or Sunday or California or Federal holiday on which banks in Los Angeles, California are customarily closed. 32. Developer Option. Developer, through its affiliate, Mar Torrance Partners, L.P:, currently has an option to purchase Area A from Honeywell International, Inc. and hereby confirms that if Developer does not exercise its option to acquire Area A, Developer will notify City and following City's receipt of Developer's notice, Developer will be released from its obligations and any liability under this Agreement arising subsequent to the date of City's receipt of such notice. In witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first above written. 49P 44386 \1122897v9 Page 11 B zizrzoos "DEVELOPER" ROSECRANS- SEPULVEDA PARTNERS LLC,a California limited liability company By: Its: By: Its: "CITY" CITY OF MANHATTAN BEACH By: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 44386\1 122897v9 Page 12 8 zanoos EXHIBIT "A -1" PROJECT AREA LEGAL DESCRIPTION All that certain real property situated in the County of Los Angeles, State of Califomia, described as follows: Parcel 1: That portion of the Southwest Quarter of Section 18, Township 3 South, Range 14 West, S.B.B. & M., in the City of El Segundo, County of Los Angeles, State of California, and more particularly described as: Beginning at a point in the Easterly line of Sepulveda Boulevard, as described in the Final Decree of Condemnation recorded in Book 13174 at Page 92, Official Records of said County, said point being 1040 feet Northerly, measured along said Easterly line, from the intersection of said Easterly line with the Northerly line of Lot 4 of Tract No. 1314, as per map recorded in Book 20, Page 161 of Maps, in the Office of the County Recorder of said County; thence along Easterly line as follows: South 0° 01' East a distance of 70.16 feet to the beginning of a tangent curve concave to the West and having a radius of 3050.00 feet; Southerly along said curve a distance of 292.78 feet; South 5° 29' West a distance of 389.98 feet to the beginning of a tangent curve concave to the East and having a radius of 2950.00 feet; Southerly along said curve a distance of 283.18 feet; and South 0° 01' East a distance of 3.90 feet to the Northerly line of aforesaid Lot 4 of Tract No. 1314; thence along the Northerly line of said Lot 4, South 60° 41' East a distance of 5.74 feet to the most Westerly comer of the land described in the deed to the Pacific Electric Land Company, recorded in Book 5839, Page 185 of Deeds, records of said County, thence along the Northerly line of said land so described (a portion of which is shown on a map filed for records with the deed recorded in Book 6708, Page 304 of said deed records) South 70° 41' East, a distance of 219.75 feet to the beginning of a curve concave to the North and having a radius of 458.59 feet; thence Easterly along said curve in said Northerly line a distance of 475.29 feet; thence continuing along said Northerly line of said land so described, North 49° 56' 05" East a distance of 1601.41 feet to an intersection with a line which is parallel with the South line of said Southwest Quarter and passes through the point of beginning; thence North 89° 59' 30" West, a distance of 1820.11 feet to the point of beginning. EXCEPTING THEREFROM that portion of said land described and granted in the deed from Allied Corporation, a New York Corporation to Chevron U.S.A. Inc., a California Corporation recorded October 15, 1984 as Instrument No. 84- 1233577, Official Records attached thereto a Resolution of the City of El Segundo No. 2030 dated February 11, 1983, approving said Lot Line Adjustment. Assessor's Parcel No. 4138- 015 -030 and 031 JO1 44386A1122897v9 Exhibit A -1 2/2/2005 Page 1 Parcel 2: Those portions of the Southwest Quarter of Section 18 Township 3 South Range 14 West in the Rancho Sausal Redondo, in the City of El Segundo, County of Los Angeles, State of California. Beginning at the intersection of the Northwesterly line of the land described in deed to the Pacific Electric Land Company recorded in Book 5839, Page 185 of Deeds, with a line parallel with the Southerly line of the Southwest Quarter of said Section 18, which passes through a point in the Easterly line of Sepulveda Boulevard, as described in the Final Decree of Condemnation recorded in Book 13174, Page 29, Official Records, said point being 1040 feet Northerly, measured along said Easterly line from the intersection of said Easterly line with the Northerly line of Lot 4 of Tract No. 1314, as per map recorded in Book 20, Page 161 of Maps, in the Office of the County Recorder of said County; thence along the above mentioned Northwesterly line South 49° 56' 05" West a distance of 1601.41 feet to the beginning of a tangent curve in said Northwesterly line concave Northerly and having a radius of 458.59 feet; thence Westerly along said curve, a distance of 347.97 feet to the Northerly line of the land described in the deed recorded in Book 6706, Page 304, of Deeds; thence along the Northerly line of said last mentioned land the following courses and distances; South 68° 48' 25" East 98.98 feet to the beginning of a tangent curve concave Northerly and having a radius of 421.07 feet; thence Easterly along said curve 390.17 feet; thence tangent to said curve at its point of ending North 58° 06' 05" East 172.86 feet; thence North 49° 56' 06" East a distance of 1388.71 feet to a point which bears South 40° 03' 55" East from the point of beginning; thence leaving said Northerly line, North 40° 03'55" West 200 feet to the point of beginning. Assessor's Parcel No. 4138- 015 -003 and 004 Assessor's Parcel Number: 4138- 015- 3,4,30,31 Parcel 3: Parcel 1, in the City of El Segundo, County of Los Angeles, State of California, of Parcel Map No. 17911, as per map filed in Book 269 Pages 82 through 84, inclusive of Parcel Maps, in the Office of the County Recorder of said County. Assessor's Parcel Number: 4138- 015 -024 1 0 , 44386\1 122897v9 Exhibit A -1 znizoos Page 2 EXHIBIT "A -2" PROJECT DEPICTION 502 44386 \I 122897v9 Exhibit A -2 2/2/2005 Page 1 t = f t� L J EXHIBIT "A -2" PROJECT DEPICTION J lSEPULVEDA BLVD zr H t4 C to $ to to r tv'" O ea rz 4 y 44386 \1122897,9 R ^ _ �o Ion p pit g .0 o A NZ v Exhibit A -2 ll3SC I 1/28/2005 0 5 04 EXHIBIT "B" REDUCED PROJECT ALTERNATIVE - REDUCED TRAFFIC GENERATION TABLE 505 44386 \I 122897v9 Exhibit B 2/2/2005 Page 1 EXHIBIT "B" REDUCED PROJECT ALTERNATIVE - REDUCED TRAFFIC GENERATION TABLE MAXIMUM PERMITTED TRIPS AM Plaza El Segundo Development Baseline Project 915 Plaza El Segundo Reduced Project Alternative 779 PM 1,790 1,477 Daily 19,151 16,645 Saturday Midday 2,944 2,205 Percentage Reduction 15% 17% 13% 0 6 /o 44386 \1122897x9 Exhibit B I /28 /2005 Page 1 EXHIBIT "C" LIST OF ADDITIONAL TRAFFIC IMPROVEMENTS, INCLUDING ESTIMATED COST OF EACH IMPROVEMENT 44386\1 122897v9 Exhibit C 2/2/2005 Page 1 507 EXHIBIT "C" LIST OF ADDITIONAL TRAFFIC IMPROVEMENTS, INCLUDING ESTIMATED COST OF EACH IMPROVEMENT I. Nash Street/Parkway & Rosecrans Avenue (Estimated Cost - $154,000) • Construction of a 2nd westbound left -turn lane. • Construction of a 2nd southbound receiving lane. • Convert existing northbound approach to a left -turn lane, and a shared thru -right lane. 2. Apollo Street/Market Place & Rosecrans Avenue (Estimated Cost - $1,045,000) • Construction of a southbound right -turn lane. • Construction of a 2nd westbound left -turn lane. • Construction of 2nd northbound left -turn lane. • Construction of a 2nd eastbound left -tum lane. • Construction of a 2nd southbound receiving lane. I Douglas Street/Redondo Avenue & Rosecrans Avenue (Estimated Cost -$617,000) • Construction of a 2nd southbound left-turn lane. • Construction of a 2' westbound left -turn lane. • Construction of a 2' northbound left -turn lane. • Construction of a 4(h eastbound receiving lane. • Construction of a 2nd eastbound left -turn lane. • Conversion of existing eastbound right -turn lane to a shared thru -right turn lane. 4. Continental Circle /Manhattan Gateway & Rosecrans Avenue (Estimated Cost - $329,000) • Construction of a 2nd southbound left -tum lane. • Construction of a 2nd westbound left -turn lane. • Construction of a 2nd northbound left -turn lane. • Construction of a 2nd eastbound left -turn lane. • Construction of a eastbound right -turn lane. 5. Aviation Boulevard & Rosecrans Avenue (Estimated Cost - .$594,000) • Widening to construct a westbound right -turn lane and hence providing room for a 4r" thru lane. • Widening to construct a eastbound right -turn lane and hence providing room for a 4 1h thru lane. 6. Sepulveda Boulevard & Marine Avenue (Cost -$300,000) • Construction of a 2nd westbound left turn lane. • Construction of a westbound right turn pocket. 44386 \1122897,,9 E\hiblt C Page I 1!28/2005 508 EXHIBIT 1 INTERSECTION LANE CONFIGURATION 1. Nash St/Parkway & Rosecrans AV 2. Apollo St/Marketplace & Rosecrans AV 3. Douglas St/Redondo AV & Rosecrans AV 4. Continental Circle /Gateway & Rosecrans AV [1] EXISTING CONDITIONS Rosecrans AV Nash St/Parkway 1 Rosecrans AV Apollo SL/Marketplace Rosecrans AV Douglas SURedondo Av IMPROVEMENTS BY PROJECT & OTHERS Same As Existing Same As Existing j Rosecrans AV Douglas St/Redondo AV 1 Rosecrans Av Rosecrans AV k Continental Circle /Gateway Continental Circle /Gateway LEGEND [17 Not part of Plaza El Segundo EIR (Crain) Mitigation proposed in Plaza El Segundo EIR (Crain) City / County Improvements Additional Proposed Improvements * Increase Left -Turn Storage Length ADDITIONAL IMPROVEMENTS Rosecrans A Nash St/Parkway Rosecrans A� ?1 Apollo St/Marketplace L J� Rosecrans AV © 4 4th Thru Lane tuglas St/Redondo AV ecrans AV KA«u ASSOCIATES 5Ot) EXHIBIT 1 (CONTD.) INTERSECTION LANE CONFIGURATION EXISTING IMPROVEMENTS BY ADDITIONAL CONDITIONS PROJECT & OTHERS IMPROVEMENTS AM PM 5. Aviation BI & Rosecrans Av �!!!! secrans Av j Rosecrans Av Rosecrans A, Aviation BI Aviation BI Aviation BI 6. Sepulveda BI & Marine Av Marine Av Same As Existing Marine Av - Sepulveda BI Sepulveda BI LEGEND �t7 Not part of Plaza El Segundo EIR (Crain) Z Mitigation proposed in Plaza El Segundo EIR (Crain) City / County Improvements Additional Proposed Improvements * Increase Left -Turn Storage Length KAKU AS SOCI /RTES JlU CITY OF MANHATTAN BEACH DEPARTMENT OF COMMUNITY DEVELOPMENT TO: Richard Thompson, Director of Community Development FROM: Erik Zandvliet, Traffic Engineer Laurie B. Jester, Senior Planner DATE: February 2, 2005 SUBJECT: Plaza El Segundo Development Project City of El Segundo Pursuant to discussions with the developer and traffic engineers for the Plaza El Segundo Development, a revised project scope and traffic analysis has been completed. Specifically, the number of vehicle trips generated by the project has been reduced by approximately 15% in the AM, PM peak hours as well as daily traffic. This reduction was accomplished by revising the proposed land use types as follows: Eliminate big box membership store ( <80,000 sq.ft.), reduce electronic superstore by one -half ( <35,000 sq.ft.), decrease number of restaurants ( <15,200 sq.ft.), decrease number of fast food ( <3,800 sq.ft.) and double size of retail shopping center ( >134,000 sq. ft.) These changes will not change the overall square footage, but will reduce the number of vehicle trips because certain land uses generate less traffic during peak hours. Please refer to the attached chart for further information. Further, the developer has agreed to construct additional intersection improvements along Rosecrans Avenue at the following locations. Additionally, the developer has agreed to construct the intersection improvements at Sepulveda Blvd./Marine Avenue that have been identified in our Capital Improvement Program but are currently unfunded. With the reduced project and the additional traffic improvements, traffic will improve along Rosecrans compared to the existing conditions. Although the Level of Service may not actually change at some intersections, the operation of each intersection will improve and traffic delays will decrease at each intersection. This is expressed in the attached chart in the last column that shows the percentage improvement in traffic. TXTT C" ' ��` L` ADDITIONAL IMPROVEMENTS BEYOND REQUIRED MITIGATIONS Ave. / Nash St. / Parkway 2" WBLT, 2" SB THRU on Parkway, convert NB to LT and Shared THRU RT Ave. / Apollo St. / Market Pl. 2" WBLT, 2" EBLT, 2" NBLT, New SBRT, 2" SB THRU Ave. LRosecrans / Douglas St. / Redondo 2" WBLT, 2" EBLT, 2" NBLT, 2" SBLT, 4` EB THRU, Convert EBRT to Shred THRU RT Ave. /Continental /Gateway 2" WBLT, 2" EBLT, 2" NBLT, 2" SBLT, New EBRT Ave. / Aviation Blvd. 4` WB THRU, 4` EB THRU Blvd. Marine Ave. 2" WBLT, New WB RT ocket a])U oaungb n�nnsrensen\Local Settings \Temporary Internet Files \OLK4TIl a el Segundo- additional findings memo CC-1 -18 -05 rev3l .doc 511 A review of the Traffic Impact Study revisions prepared by Crain & Associates in December 2004 has been made with the following findings: The Reduced Project (per the DEIR Reduced Project Alternative) trip generation would be decreased by 136 AM Trips ( -15 %), 313 PM Trips ( -17 %), 139 SAT Peak Hour trips ( -6 %) and 2,506 daily trips (43 %) compared to the original project. With construction of the reduced project and installation of the Additional Traffic Improvements, the Level of Service at all of the intersections is improved, when compared to the original project analyzed in the EIR. Additionally, all of the intersections with Additional Traffic Improvements will be better than they are currently. The reduced project will impact the same intersections on Rosecrans Avenue as the original project before mitigation, albeit to a lesser degree. 4. Triple westbound to southbound left turns at Rosecrans /Sepulveda will not be required with a reduced project. The reduced project will not significantly impact any intersections in Manhattan Beach after mitigation with the exception of a contributory impact at Sepulveda/Marine (54% of the cumulative impact). This impact would consequently be eliminated after additional improvements are constructed as proposed by the developer. 6. With construction of the second phase of the project (Area B) projected to be completed in 2012, impacts on Rosecrans Avenue would also be less severe than the original project. All intersections would operate better than existing conditions except Rosecrans /Sepulveda, which will have less than significant impact after mitigation (and better conditions than future without project). A new traffic impact study will be conducted prior to approval of a Program Level development. Attachment: 2005 and 2007 Traffic Conditions Chart- Level of Service Comparisons for Intersections in Manhattan Beach C:Tocuments and Settings\KChristensen\Local Settings \Temporary Internet Fi1es \OLK4\P]aza el segundo - additional findings memo CC- 1- 18- 05rev31.doc J1,: k z k �a. \ /w§ Euo w� jIL� L) oz c� LL §o �§§ CD §§0.« §�§§ ~ 0( LLJ q§ §� 0. �R j § R N\§ 0k (/ § 7 § - �k . a �r k 222 £z § 0Ir �® .. C, 02 § ° ■� 0. �@� /§ § �WW§§q§[ 8 §�o «°°• R`�zILew in m2)&R§ §� . oklSA� -« - waoa§) 2 ■ � kkAA�p. § § @�� a << <o <: §W § §§ eu o� IL [2IL mo °� k } § «« <o « :� , d\§ /j )\ \) $ \\ )!! &! «! < < k\ $� $� \/e < K ,,/ : - I \\ \q/ �\ 0/§ 0\ _ \z X <M j§ Dow jk 0 ` ^ ` ` ` 0 L. } /\ \\ \\ 5 |% � § § §$0 §¢ a a« a ae ■�! ! 2w ■ !§ §§.�§ \ \§ § §/§ \ } } §§ § ) e e))o§ p_ m §i ® ® m Mom. § $ § §( B B) °§§ k k� „ „ „ „ \ eeo t tea: # # �q §Wof � L. } /\ \\ \\ 5 |% � EXHIBIT G Rosecrans /Sepulveda Site Rezoning and Plaza El Segundo Project (EA -631) Chronology of Project Milestones Task Date Notice of Preparation of the Draft EIR circulated for public review . November 26, 2003 to December 26, 2003 Revised Notice of Preparation of the Draft EIR circulated for public review. March 25, 2004 to April 30, 2004 Draft EIR circulated for 45 -day public review. October 5, 2004 Notice of Completion and Availability /Planning Commission public hearing notice published in El Segundo Herald. October 14, 2004 Notice of Completion and Availability of Draft EIR posted by Los Angeles County Clerk October 12, 2004 to November 12, 2004 Special Planning Commission public hearing. November 15, 2004 End of 45 -day Draft EIR public review period. November 19, 2004 Notice of second special Planning Commission public hearing published in El Segundo Herald. December 2, 2004 Second special Planning Commission public hearing. December 15, 2004 10 -day public hearing notice for City Council public hearing published in El Segundo Herald. February 3, 2005 Circulation of Final EIR. February 3, 2005 City Council Public Hearing on certification of EIR and introduction of entitlements. February 15, 2005 PAPlanning & Building Safety\PROJECTS \626- 650\EA -631 \Staff Report 2 -15 -05 Exhibit G Chronology.DOC C' EXHIBIT H Crain & Asscciates Of Southern California FEDERAL EXPRESSED January 14, 2005 Ms. Kimberly Christensen City of El Segundo 350 Main Street El Segundo, California 90245 2007 Sawtelle Boulevard, Suite 4 Los Angeles, California 90025 Telephone (310) 473 -6508 Facsimile (310) 444 -9771 RE: Evaluation of Potential Shuttle Bus Service for Plaza El Segundo Shopping Center Dear Ms. Christensen, As requested by the City Planning Commission an evaluation of potential shuttle bus service servicing the proposed Plaza El Segundo Shopping Center has been conducted. The study includes an evaluation of potential routes, including extension of existing routes, potential ridership and anticipated reductions to vehicular trips to and from the site. It is anticipated that vehicular trips could be reduced with such a service but not significantly during the peak traffic periods. Existing and Potential Routes Current MTA routes along Sepulveda Boulevard and Rosecrans Avenue with regional access will service the project site. Existing bus stops are located along the comers of the intersection. MTA route 125 operates predominately along Rosecrans Avenue to /from Downey, Paramount, Lynwood, Compton, Gardena, Hawthorne, Lawndale, El Segundo and Manhattan Beach. Connections to other MTA lines are provided along the route. The 125 route detours from Rosecrans Avenue to service the Downey, Compton and El Segundo Metrorail Stations. There is direct access from the Douglas/Rosecrans Metro Green Line Station to the frontage along Rosecrans Avenue without altering the existing route. This route operates Monday through Friday with approximately 15 minutes between busses during peak hours. Service is available on the weekends and holidays with a more limited schedule. MTA route 232 operates from LAX, El Segundo, Manhattan Beach, Hermosa Beach, Redondo Beach, Torrance, Lomita, Harbor City and Wilmington. Connections to other MTA lines are provided along the route. The bus line operates along Sepulveda Boulevard in the project area with direct access to the project without altering the existing route. This route r MENLO PARK LOS ANGELES `�S A'I r LE Letter to Ms. Kimberly Christenson January 14, 2005 Page Two operates Monday through Friday with approximately 15 minutes between busses during peak hours. Service is available on the weekends and holidays with a more limited schedule. Metrorail Green Line Service — Employees and some patrons may benefit from shuttle service from the Green Line Rail Station. The station at Douglas Street and Park Place is the closest and the most likely to benefit from such service. However, MTA line 125 already services this green line station with a route to /from the project along Rosecrans Avenue and a shuttle service would be redundant. Existing Metrorail Green Line Shuttle — There is an existing shuttle service for the green line stations at Aviation/I -105 and MariposvNash. It is a circular route predominately along Nash Street, El Segundo Boulevard, Sepulveda Boulevard (north of El Segundo Boulevard) and Imperial Highway. The route services some major employers in the area. The existing shuttle does not circulate southerly to Rosecrans Avenue or the station at Douglas/Park Place. Altering the existing route to accommodate the additional station and the proposed project would add travel time to the existing route potentially discouraging some existing riders. Reroute of existing services for Redondo Beach, Manhattan Beach and El Segundo Downtown areas — New Shuttle Service — In the development of a new shuttle service for the proposed project a determination as to a potential route and the target ridership group would need to be determined. The employees who are commuting to the project are already accommodated through the existing MTA lines and Metrorail green line with transfer to a MTA line. Therefore determination as to whether the target ridership group is from the residential areas and/or existing office developments in the area should be made. Routes and service would need to be convenient and reliable with routes direct enough to encourage ridership. Anticipated Ridership and Vehicle Trip Reductions Providing shuttle service for the proposed El Segundo shopping center with connection to residential areas, employment centers, and/or mass transit centers could provide alternative trip options to employees and patrons of the site. Morning peak hour ridership (7 to 9 AM) may be used by employees during the latter part of the peak time period, mid -day ridership would likely be the highest time period from employment centers in the area and/or residential areas, evening peak traffic time periods (4 to 6 PM) may be dominated by employees of the center once again. With retail projects the employees are likely to have Letter to Ms. Kimberly Christenson January 14, 2005 Page Three vaned shifts and ridership patterns. The most likely highest ridership would be mid day on a weekday from the employment centers concentrated along the Rosecrans corridor. This does not reduce or address any of the peak hour impacts but may be a convenient source of transportation. It is not anticipated that ridership of an exclusive shuttle for the Plaza El Segundo would be cost effective. However, it may be beneficial to coordinate efforts with other retail centers in the immediate area to attain a sustainable ridership. Sincerely, '° Liz Culhane LCac Senior Traffic Engineer C15491 t, EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Special Order of Business AGENDA DESCRIPTION: Consideration and possible action (Public Hearing) to adopt a Resolution approving the Recreation and Parks Commission's proposed increase for Recreation Identification Card fees, and Co -ed Softball League Fees. Fiscal Impact $29.500 revanm-. RECOMMENDED COUNCIL ACTION: 1. Adopt a Resolution approving the Recreation and Parks Commission's recommendation to increase resident identification cards, and Co -ed softball league fees 2. Alternatively, discuss and take other action regarding this item BACKGROUND & DISCUSSION: The Recreation and Parks Commission's, Fees and Charges subcommittee met in September to review the Recreation Park Identification Card fee, due to the issuing of the new formatted cards for 2005. Although the subcommittee will continue to meet and recommend many other updates to the department's fees and charges, the ID card fee is needed now, as sales are being processed. The Recreation and Parks Commission voted to recommend the noted fee increases to the Recreation ID below. The incorporation of the city's new Point of Sale system and connection with the Departments new Class registration software program has now been installed. All systems are up and running appropriately and residents can receive their new photo identification cards that automatically verify residencyfor each registration, and is linked to the Point of Sale system in the Finance department. (Residents are currently purchasing their 2005 cards at the 2004 established price with the knowledge that the department fees for the card were being reviewed by Commission and City Council). (Please see attached page marked "Background and Discussion ") ATTACHED SUPPORTING DOCUMENTS: Exhibit A — Fee Justification Exhibit B — Fee Resolution FISCAL IMPACT: None Operating Budget: Account Number: Project Phase: Appropriation Required: _Yes X No ORIGINATED: DATE: February 15, 2005 Stacia Mancini, Recreation and Parks Director REVIEWED BY: Strenn, February 15, 2005 .4-11- 2 Background and Discussion (con't): Recreation and Parks ID Cards The current Recreation Park ID fees have not been increased in over 12 years and the Recreation and Parks Commission's recommendation reflects similarcosts to other municipal facilities still offering a Recreation ID approach for registration. After much review and discussion the Commission is recommending the following increases: An annual adult Recreation ID card for ages 18 — 61 cost $15. (Increase of $9.00) An annual youth Recreation ID card for ages 17 and under cost $10. (Increase of $8.00) An annual senior citizen Recreation ID card for ages 62 and over cost $5.00 (increase of $5.00) Recreation ID cards are now required for all reservations of facilities and program registration transactions. The Recreation and Parks Department anticipates approximately a 10% increase in sales due to this requirement. Estimated increase per 2004 sales would provide over $27,700 in revenue. In April 2004, the Recreation and Parks Commission approved the change in co -ed softball league fees. They asked that they also be sent on to City Council for adoption. The co -ed softball league fees had not been changed in over 15 years and El Segundo. While ourfees had not increased, the cost to maintain the fields and provide the support services for the league had increased. El Segundo's co -ed league fees were $150 per team per 11 -week season. Commission recommended a $75 increase per season bringing the cost to $225 per team per season. For comparison, co -ed softball league fees in surrounding communities are: 1. Manhattan Beach: $485 per team + $15 per game (official) 2. Redondo Beach: $385 per team + $12 per game (official) 3. Torrance: $410 per team + $11 per game (official) 4. Long Beach: $412 per team + $12 per game (official) 5. Carson: $375 per team + $11 per game (official) The estimated revenue from this increase would be approximately $1,800 per season. Even if the recommended fees are increased, the City will still only recover approximately 65% of its actual costs. RM CITY OF EL SEGUNDO — RECREATION & PARKS DEPARTMENT EXHIBIT A FEES Recreation & Parks Current Proposed Justification for Department Fees Fee Fee Increase Adult Co-ed Softball: League Fee $150 $225 Recreation Commission approved this per 11 -week per 11 -week fee increase in April 2004 in an effort to season season bring the current league fees up to an industry equivalent standard. This fee increase will decrease the financial impact upon the Department in regards to staff and equipment. League fees have not been addressed for over 25 years. Estimated increase in revenue would be approximately $1,800. Recreation ID Cards: Adult $6 $15 The fees collected from Recreation ID (18 — 61 years) per year per year Cards assist the city in supplementing the operating costs for the Recreation & Youth $2 $10 Parks Department. Estimated increase (3 — 17 years) per year per year per 2003 sales would provide an increased revenue of over $27,700. Senior FREE $5 Recreation ID Cards are now required for (62+ years) per year per year all reservations of facilities and program re istration. s1q RESOLUTION NO. A RESOLUTION ADOPTING NEW FEE FOR THE EL SEGUNDO PARKS AND RECREATION DEPARTMENT TO RECOVER COSTS INCURRED FROM PROVIDING VARIOUS PUBLIC SERVICES. BE IT RESOLVED by the Council of the City of El Segundo as follows: SECTION 1: The City Council finds as follows: A. The City Council may establish fees for services under various provisions of California law including, without limitation, Business & Professions Code § 16000; Education Code § 18926; Government Code §§ 36936.1, 43000, 54344, 65104, 65456, 65874, 65909.5, 65943, 66013, 66014, 66451.2; and Health & Safety Code §§ 510, 17951, 17980.1, 19852. B. Pursuant to Government Code § 66016, the City made data available regarding the cost, or estimated cost, of providing services for various fees ten (10) days before the public hearing held on February 15, 2005. C. On February 15, 2005, the City Council heard public testimony and considered evidence in a public hearing held and noticed in accordance with Government Code § 66016. D. At the recommendation of the City's Departments and the City Manager, the City Council believes that it is in the public interest to establish the recommended fees to recover the costs of public services. SECTION 2: The Fees attached as Exhibit 'A" and incorporated into this Resolution as if fully set forth, are approved and adopted. SECTION 3: This Resolution is exempt from review under the California Environmental Quality Act (Cal. Pub. Res. Code §§ 21000, et seq.; "CEQA ") and CEQA regulations (Cal. Code Regs. tit. 14, §§ 15000, et seq.) because it establishes, modifies, structures, restructures, and approves rates and charges for meeting operating expenses; purchasing supplies, equipment, and materials; meeting financial requirements; and obtaining funds for capital projects needed to maintain service within existing service areas. This Resolution, therefore, is categorically exempt from further CEQA review under Cal. Code Regs. tit. 14, § 15273. Page 1 of 3 .S.Z.p SECTION 4: This Resolution will become effective immediately upon adoption and will remain effective unless repealed or superseded. SECTION 5: The City Clerk will certify to the passage and adoption of this Resolution; will enter the same in the book of original Resolutions of said City; and will make a minute of the passage and adoption thereof in the record of proceedings of the City Council of said City, in the minutes of the meeting at which the same is passed and adopted. PASSED AND ADOPTED this 15th day of February, 2005. Kelly McDowell, Mayor Page 2 of 3 T v STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO 1 I, Cindy Mortesen, City Clerk of the City of El Segundo, California, hereby certify that the whole number of members of the City Council of the City is five; that the foregoing Resolution No. was duly passed and adopted by said City Council, approved and signed by the Mayor of said City, and attested to by the City Clerk of said City, all at a regular meeting of said Council held on the day of 2005, and the same was so passed and adopted by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Cindy Mortesen, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney in Karl H. Berger Assistant City Attorney Page 3 of 3 n� EXHIBIT A FEES Recreation & Parks Current Proposed Justification for Department Fees Fee Fee Increase Adult Co -ed Softball: League Fee $150 $225 Increase in staffing and equipment costs in the twenty -five years since fees were last increased. Even with the increase, the City still will recover only xyz% of its actual costs associated with League events. per11 -week per11 -week season season Recreation ID Cards: Adult $6 $15 An increase in costs associated with staffing and equipment maintenance /replacement requires an increase in fees. Even with an increase in ID Card fees, the City will recover only abc% of its actual costs. (18 — 61 years) per year per year Youth $2 $10 (3 — 17 years) per year per year Senior FREE $5 (62+ years) per year per year 52'i Page 1 of 4 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Unfinished Business AGENDA DESCRIPTION: Consideration and possible action regarding sale of future payment by the State to compensate the City for $283,135.86 loss in Vehicle License Fee (VLF) revenues for the period beginning June 20, 2003 and ending prior to October 1, 2003 through the California Communities Statewide Development Authority (California Communities) program. (Fiscal Impact $283,136) RECOMMENDED COUNCIL ACTION: (1) Approve attached Resolution and Purchase and Sale Agreement to sell future payment by the State to compensate the City for $283,135.86 loss in VLF funds for the period beginning June 20, 2003 and ending prior to October 1, 2003 through the California Communities program. (2) Deposit estimated proceeds of just over $250,000 into the Economic Uncertainty Fund. (3) Alternatively discuss and take other action related to this item. BACKGROUND & DISCUSSION: As part of the budget act of 2004, the City will lose $872,160 each of the next two fiscal years and is scheduled to receive approximately $283,000 August 15, 2006 as a reimbursement for VLF backfill funds that were taken from the City for the period beginning June 20, 2003 and ending prior to October 1, 2003. ATTACHED SUPPORTING DOCUMENTS: ➢ Resolution and Purchase and Sale Agreement to sell $283,135.86 in VLF backfill funds to California Communities for estimated proceeds of $250,000. FISCAL IMPACT: Operating Budget: Amount Requested: Account Number: Project Phase: $250,000 Sale of VLF backfill repayment funds Appropriation Required: _ Yes x No Deposit proceeds into Economic Uncertainty Fund VKI ri i to t5 DATE: Rr M. Plumlee, Director Administrative Services REVIEWED BY: DATE: Mary Strenn, City Manager 521 3 Background and Discussion Continued -Pape Two The term "backfill" as used in the context of vehicle license fees refers to the state's obligation to provide funding to cities and counties for the difference between the original 2.0% VLF tax rate and the reduced tax rate of 0.67 %. The backfill "gap" refers to the amount of unfunded vehicle license fees payable from the state to cities and counties in FY 2003 -04 as a result of AB 1768 (2003). Under this bill, cities and counties were not entitled to receive backfill funding from the state to offset reduced VLF rates on vehicle registrations due prior to October 1, 2003, but paid after June 19, 2003. When Governor Davis "pulled the trigger" to restore the VLF tax rate from 0.67% to 2.0 %, it was to apply to registrations due October 1, 2003 and beyond. In essence, the state's FY 03 -04 budget removed all funding for the VLF backfill effective with the pulling of the trigger. A VLF funding gap was created from June 20, 2003 until registrations paid at the full rate were remitted. The total backfill gap became $1.3 billion, and represented a loss of about 31 % of cities and counties VLF revenue for 2003 -04. However, under current law, the losses to cities and counties due to the VLF backfill gap are now considered a loan to the state and a receivable to cities, which is to be repaid by the state in FY 2006 -07 (August 15, 2006). The City of El Segundo's VLF Gap Loan Receivable that is payable by the State by August 15, 2006 is $283,135.86. California Communities, a joint powers authority sponsored by the League of California Cities and the California State Association of Counties, has put together a program, which enables local agencies to sell their VLF Gap Loan Receivable to California Communities today for a price between 90 -96 %, rather than wait for payment from the State in August 2006. The member agencies of California Communities include approximately 230 cities and 54 counties throughout California, including El Segundo. Under the VLF Program, each participating Agency will be selling its interest in its VLF Receivable to California Communities for a fixed upfront purchase price. California Communities is planning to issue bonds ( "VLF Bonds ") and to use the note proceeds to pay the purchase price on the VLF Receivables, interest to VLF Bond investors and financing costs. The actual purchase price of the VLF Receivables will depend on the total amount of VLF Receivables that cities and counties sell to CSCDA and on bond market conditions at the time the VLF Notes are priced. If the City sells its VLF Receivable under the VLF Program, California Communities will pledge the City's VLF Receivable to secure the repayment of a corresponding portion of the VLF Bonds. An Agency's sale of its VLF Receivable will be irrevocable and is considered to be a "true sale" under legal and accounting guidelines. Bondholders will have no recourse to the City if the State does not make the VLF Gap Repayment. Tax - Exempt Vs. Taxable Pool — Each Participating Agency has the choice of selling their VLF Receivable on a taxable or tax - exempt basis. To receive proceeds on a tax - exempt basis, the Agency must demonstrate that it will use the monies for a permissible tax - exempt use (e.g. purchase of public improvement). The advantage of selling VLF receivable on a tax - exempt basis is that the interest rates on the VLF Bonds issued to pay your purchase price will beset at lower (tax- exempt) rates relative to VLF Bonds issued at taxable rates. This interest cost savings, however, is offset by additional legal fees (either $10K or $20K higher, 525 depending on your expected tax - exempt use) to complete the tax analysis and prepare additional tax documents. Based on current rates, an Agency with a VLF receivable below $500,000 will see their net proceeds decline by selling on a tax - exempt basis. Since the City of El Segundo's VLF gap loan amount of $283,135.86 is under the $500,000 threshold, staff is recommending selling the funds to CSCDA on a taxable basis to maximize the proceeds. Current Estimate of Sale Proceeds — Assuming current interest rates and a 21 -month taxable interest rate of 3.70 %, California Communities estimates the City would receive just over $250,000 if the VLF bonds were sold today. The estimated breakdown of the sale of would be as follows: VLF Receivable: $283,135.86 Less: Interest Paid to Investors ($18,131.93) Less: Credit Enhancement Fees ($1,507.34) Less: Legal Fees ($10,000.00) Less: Other Bond Issuance Costs ($1,330.74) NET SALE PROCEEDS: $252,165.84 The actual amount of sale proceeds will not be finalized until the VLF Bonds are sold. The VLF Bonds are expected to be sold to investors the last week in February. Each participating local agency will receive their sale proceeds by mid - March. Investment Opportunities for Taxable Proceeds — By participating in the VLF Program, an Agency will receive monies for its VLF Receivable approximately 18 months before the 8/15/06 repayment date promised by the State. Assuming the estimated proceeds is invested in an 18 -month U.S. Treasury (est. yield: 2.70 %), the City would recoup an additional $10,212.72 in earnings (equal to 3.61 % of the VLF Receivable). If the State does not repay the VLF Receivable on 8/15/06, there is no provision in the law for the VLF Receivables to accrue interest. Therefore any delay in payment by the State will result in loss interest earnings for local Agencies, which do not participate in the VLF Program. Assuming the State did not repay the VLF Receivable until 8/15/07, the City could earn $24,586.17 in investment earnings based on an assumed 3.25% investment rate (equal to 8.69% of the VLF Receivable) if it sold its VLF Receivable and invested the sale proceeds. .,.-.. w,l rii— g -oaLmg cmesm;ounties — Currently, there are 130 cities /counties that are interested in participating in the program with a combined VLF Receivable amount is over $400 million. This represents more than 40% of the total VLF Receivable amount to cities /counties in the State. Conceptual approval of selling the future repayment of VLF gap funds Since there are so many agencies that are interested in joining the VLF program, the draft Resolution attached and prepared by California Communities' legal counsel likely will need to be modified again before becoming final. At this point, staff is recommending that the City Council approve the concept of selling $283,135.86 in future VLF backfill gap repayment funds through the California Communities program. The estimated net proceeds to the City, depending on interest rates when the bonds 526 are issued, are approximately $250,000, and staff recommends these proceeds be deposited into the Economic Uncertainty Fund. On January 18, 2005, the City Council approved the concept to sell future payment by the State to compensate the City for $283,135.86 loss in VLF funds for the period beginning June 20, 2003 and ending prior to October 1, 2003 through the California Communities program. Staff is now returning to the City Council for final approval of the Resolution and Purchase and Sale Agreement. No significant modifications have been made to the draft Resolution submitted to Council January 18, 2005. 527 RESOLUTION NO. CITY COUNCIL OF THE CITY OF EL SEGUNDO A RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE SALE OF THE SELLER'S VEHICLE LICENSE FEE RECEIVABLE FROM THE STATE; AND DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, certain public agencies within the State of California (the "State ") are entitled to receive certain payments payable by the State to each such local agency on or before August 15, 2006, in connection with vehicle license fees pursuant to Section 10754.11 of the California Revenue and Taxation Code ( "VLF Gap Repayments "); WHEREAS, the City of El Segundo (the "Seller ") is entitled to and has determined to sell all right, title and interest of the Seller in and to the "VLF Receivable ", as defined in Section 6585(1) of the California Government Code (the "VLF Receivable "), namely, the right to payment of moneys due or to become due to the Seller out of funds payable in connection with vehicle license fees to a local agency pursuant to Section 10754.11 of the California Revenue and Taxation Code; WHEREAS, the California Statewide Communities Development Authority, a joint exercise of powers authority organized and existing under the laws of the State (the "Authority"), has been authorized pursuant to Section 6588(w) of the California Government Code to purchase the VLF Receivable; WHEREAS, the Authority desires to purchase the VLF Receivable and the Seller desires to sell the VLF Receivable pursuant to a purchase and sale agreement by and between the Seller and the Authority in the form presented to this City Council (the "Sale Agreement ") for the purposes set forth herein; WHEREAS, in order to finance the purchase price of the VLF Receivable from the Seller and the purchase price of other VLF Receivables from other local agencies, the Authority will issue its taxable and tax- exempt notes (the "Notes ") pursuant to Section 6590 of the California Government Code and an Indenture (the "Indenture "), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the "Trustee "), which Notes will be payable solely from the proceeds of the VLF Receivable and such other VLF Receivables; WHEREAS, the Seller acknowledges that the Authority will grant a security interest in the VLF Receivable to the Trustee and any credit enhancer to secure payment of the Notes; and WHEREAS, a portion of the proceeds of the Notes will be used by the Authority to, among other things, pay the purchase price of the VLF Receivable; Taxable 528 DOCSSF1 795390.1 WHEREAS, the Seller will use the proceeds received from the sale of the VLF Receivable for any lawful purpose as permitted under the applicable laws of the State; NOW THEREFORE, the City Council of the City of El Segundo hereby resolves as follows: Section 1. All of the recitals set forth above are true and correct, and this City Council hereby so finds and determines. Section 2. The Seller hereby authorizes the sale of the VLF Receivable to the Authority for a price no less than the Minimum Purchase Price set forth in Appendix A. The form of Sale Agreement presented to the City Council is hereby approved. An Authorized Officer (as set forth in Appendix A) is hereby authorized and directed to execute and deliver the Sale Agreement on behalf of the Seller, which shall be in substantially the form presented to this meeting, with such changes therein, deletions therefrom and additions thereto, as such Authorized Officer shall approve, which approval shall be conclusively evidenced by the execution and delivery of the Sale Agreement. Section 3. Any Authorized Officer is hereby authorized and directed to send, or to cause to be sent, an irrevocable written instruction to the State Controller notifying the State of the sale of the VLF Receivable and instructing the disbursement pursuant to Section 6588.5(c) of California Government Code of the VLF Receivable to the Trustee, on behalf of the Authority. Section 4. The Authorized Officers and such other Seller officers, as appropriate, are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, including but not limited to one or more tax certificates, if required, appropriate escrow instructions relating to the delivery into escrow of executed documents prior to the closing of the Notes, and such other documents mentioned in the Sale Agreement or the Indenture, which any of them may deem necessary or desirable in order to implement the Sale Agreement and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution; and all such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 5. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the sale of the VLF Receivable or the issuance of the Notes, including without limitation any of the foregoing that may be necessary or desirable in connection with any default under or amendment of such documents, may be given or taken by an Authorized Officer without further authorization by this City Council, and each Authorized Officer is hereby authorized and directed to give any such consent, approval, notice, order or request, to execute any necessary or appropriate documents or amendments, and to take any such action that such Authorized Officer may deem necessary or desirable to further the purposes of this Resolution. Section 6. The City Council acknowledges that, upon execution and delivery of the Sale Agreement, the Seller is contractually obligated to sell the VLF Receivable to the Authority pursuant to the Sale Agreement and the Seller shall not have any option to revoke its approval of the Sale Agreement or to determine not to perform its obligations thereunder. Taxable F A (� DOCSSF1:795390.1 2 J Section 7. This Resolution shall take effect from and after its adoption and approval. PASSED AND ADOPTED by the City Council of the City of El Segundo, State of California, this day of , 2005, by the following vote: AYES: NOES: ABSENT: Mayor Attest: City Clerk Approved as to form : SELLER'S COUNSEL � u Taxable 530 DOCSSF1:795390.1 3 APPENDIX A CITY OF EL SEGUNDO Minimum Purchase An amount equal to or greater than $250,000.00 (the "Minimum Price: Purchase Price "). Authorized Officers: Mayor City Manager any designee of any of them, as appointed in a written certificate of such Authorized Officer delivered to the Trustee. Taxable 531 DOCSSF1:795390.1 CITY OF EL SEGUNDO, CALIFORNIA, as Seller and CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, as Purchaser PURCHASE AND SALE AGREEMENT Dated March 2, 2005 Taxable 532 DOCSSF1:795397.1 TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION ........................................ ..............................1 2. AGREEMENT TO SELL AND PURCHASE; CONDITIONS PRECEDENT ................ 2 3. CONVEYANCE OF VLF RECEIVABLE AND PAYMENT OF FINAL PURCHASEPRICE... ....................................................................................................... 3 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER .......................... 3 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER .... ............................... 3 6. COVENANTS OF THE SELLER ...................................................... ............................... 5 7. NOTICES OF BREACH .................................................................... ............................... 7 8. LIABILITY OF SELLER; INDEMNIFICATION ............................. ............................... 7 9. LIMITATION ON LIABILITY ......................................................... ............................... 7 10. THE SELLER'S ACKNOWLEDGMENT .......................................... ..............................7 11. NOTICES ............................................................................................. .........................:....8 12. AMENDMENTS ................................................................................ ............................... 8 13. SUCCESSORS AND ASSIGNS ........................................................ ............................... 8 14. THIRD PARTY RIGHTS ............................:...................................... ............................... 8 15. PARTIAL INVALIDITY ................................................................... ............................... 8 16. COUNTERPARTS ............................................................................. ............................... 8 17. ENTIRE AGREEMENT ..................................................................... ............................... 9 18. GOVERNING LAW ......................................................................... ............................... 10 EXHIBITA — DEFINITIONS .................................................................... ............................... A -1 EXHIBIT B1 — OPINION OF SELLER'S COUNSEL ............................ ............................... B1 -1 EXHIBIT B2 — BRINGDOWN OPINION OF SELLER'S COUNSEL .. ............................... 132 -1 EXHIBIT C1— CLERK'S CERTIFICATE .............................................. ............................... Cl -I EXHIBIT C2 — SELLER CERTIFICATE ................................................ ............................... C2 -1 EXHIBIT C3 — BILL OF SALE AND BRINGDOWN CERTIFICATE . ............................... C3 -1 EXHIBIT D — IRREVOCABLE INSTRUCTIONS TO CONTROLLER . ............................... D -1 EXHIBITE — RESERVED ........................................................................ ............................... E -1 EXHIBIT F— ESCROW INSTRUCTION LETTER ..................................... ............................F -1 Taxable cry DOCSSF1:795397.1 j J J PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT, dated March 2, 2005 (this "Agreement "), is entered into by and between: (1) CITY OF EL SEGUNDO, a municipal corporation of the State of California (the "Seller "); and (2) CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Purchaser "). RECITALS A. The Seller is the owner of the VLF Receivable (as defined below). B. The Seller is willing to sell, and the Purchaser is willing to purchase, the VLF Receivable upon the terms specified in this Agreement. C. The Purchaser will issue its taxable and tax- exempt notes (the "Notes ") pursuant to an Indenture (the "Indenture "), between the Purchaser and Wells Fargo Bank, National Association, as trustee (the "Trustee "), and will use a portion of the proceeds thereof to purchase the VLF Receivable from the Seller. D. The Purchaser will grant a security interest in such VLF Receivable to the Trustee and each Credit Enhancer to secure the Notes. AGREEMENT NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Definitions and Interpretation. (a) For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Exhibit A attached hereto and which is incorporated by reference herein. (b) The words "hereof," "herein," "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; section and exhibits references contained in this Agreement are references to sections and exhibits in or to this Agreement unless otherwise specified; and the term "including shall mean "including without limitation." (c) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time may be amended, modified or supplemented and includes (in the Taxable 534 DOCSSFI:795397.1 case of agreements or instruments) references to all attachments and exhibits thereto and instruments incorporated therein; and any references to a Person are also to its permitted successors and assigns. 2. Agreement to Sell and Purchase, Precedent. (a) The Seller agrees to sell, and the Purchaser agrees to purchase, on the Closing Date, for cash paid by the Purchaser in an amount equal to the amount determined pursuant to Section 3(a) (the "Final Purchase Price "), which shall be not less than $$250,000.00 (the "Minimum Purchase Price'), all future right, title and interest of the Seller in and to the "VLF Receivable" as defined in Section 6585(i) of the California Government Code (the "VLF Receivable "), namely, the right to payment of moneys due or to become due to the Seller out of funds payable in connection with vehicle license fees to a local agency pursuant to Section 10754.11 of the California Revenue and Taxation Code. The Purchaser shall pay the Final Purchase Price by transferring such Final Purchase Price directly to the Seller. (b) The performance by the Purchaser of its obligations hereunder shall be conditioned upon: (i) Transaction Counsel receiving on or before the date the Notes are sold (the "Pricing Date "), to be held in escrow until the Closing Date and then delivered to the Purchaser on the Closing Date, the following documents duly executed by the Seller or its counsel, as applicable: (1) an opinion of counsel to the Seller dated the Pricing Date in substantially the form attached hereto as Exhibit 1311 (2) certificates dated the Pricing Date in substantially the forms attached hereto as Exhibit C1 and Exhibit C2, (3) irrevocable instructions to the Controller dated as of the Closing Date in substantially the form attached hereto as Exhibit D, (4) this Agreement, (5) a certified copy of the resolution of the Seller's City Council approving this Agreement, the transactions contemplated hereby and the documents attached hereto as exhibits, and (6) an escrow instruction letter in substantially the form attached hereto as Exhibit F; (ii) Transaction Counsel receiving on or before the Closing Date, (1) a bringdown opinion of counsel to the Seller dated as of the Closing Date in substantially the form attached hereto as Exhibit B2, and (2) a bill of sale and bringdown certificate of the Seller (the "Bill of Sale ") in substantially the form attached hereto as Exhibit C3: provided that the Purchaser may waive in its sole discretion the requirements of Section 2(b)(ii)(1); and (iii) the Purchaser issuing notes in an amount which will be sufficient to pay the Final Purchase Price. (c) The performance by the Seller of its obligations hereunder shall be conditioned solely upon the Purchaser's payment of the Final Purchase Price as set forth in this Agreement and no other act or omission on the part of the Purchaser or any other party shall excuse the Seller from performing its obligations hereunder. Taxable . DOCSSF1:795397.1 2 535 A The Final Purchase Price shall be an amount that satisfies the conditions of Section 2 of the Resolution referred to in Section 2(b)(i)(5) above. 3. Conveyance of VLF Receivable and Payment of Final Purchase Price. (a) Upon pricing of the Notes by the Purchaser, the Purchaser will inform the Seller of the Final Purchase Price, which shall be an amount at least equal to the Minimum Purchase Price, and which shall be determined by the Purchaser based on the final interest rates, costs of credit enhancement and issuance and terms of the Notes. Upon pricing of the Notes, the Purchaser shall deliver a certificate to the Seller indicating the Final Purchase Price to be paid to the Seller on the Closing Date. (b) In consideration of the payment and delivery by the Purchaser to the Seller of the Final Purchase Price, the Seller agrees to (a) transfer, grant, bargain, sell, assign, convey, set over and deliver to the Purchaser, absolutely and not as collateral security, without recourse except as expressly provided herein, and the Purchaser agrees to purchase, accept and receive, the VLF Receivable, and (b) assign to the Purchaser, to the extent permitted by law (as to which no representation is made), all present or future rights, if any, of the Seller to enforce or cause the enforcement of payment of the VLF Receivable pursuant to the Act and other applicable law. 4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that, as of the date hereof, (a) it is duly organized, validly existing and in good standing under the laws of the State of California, (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder, (c) neither the execution and delivery by the Purchaser of this Agreement, nor the performance by the Purchaser of its obligations hereunder, shall conflict with or result in a breach or default under any of its organizational documents, any law, rule, regulation, judgment, order or decree to which it is subject or any agreement or instrument to which it is a party, and (d) this Agreement, and its execution, delivery and performance hereof have been duly authorized by it, and this Agreement has been duly executed and delivered by it and constitutes its valid and binding obligation enforceable against it in accordance with the terms hereof, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity. 5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser, as of the date hereof, as follows: (a) The Seller is a municipal corporation validly existing under the laws and constitution of the State of California, with full power and authority to execute and deliver this Agreement and to carry out its terms. (b) The Seller has full power, authority and legal right to sell and assign the VLF Receivable to the Purchaser and has duly authorized such sale and assignment to the Purchaser by all necessary action; and the execution, delivery and performance by the Seller of this Agreement has been duly authorized by the Seller by all necessary action. Taxable 536 DOCSSF1:795397.1 3 (c) This Agreement has been, and as of the Closing Date the Bill of Sale will have been, duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery of this Agreement by the Purchaser, constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity. (d) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would adversely affect, the sale by the Seller of the VLF Receivable or the performance by the Seller of its obligations under the Resolution and the Transaction Documents and any other applicable agreements, have been obtained and are in full force and effect. (e) Insofar as it would materially adversely affect the Seller's ability to enter into, carry out and perform its obligations under any or all of the Transaction Documents to which it is a party, or consummate the transactions contemplated by the same, the Seller is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party or to which it or any of its property or assets is otherwise subject, and, to the best of the knowledge of the Seller, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, and the adoption of the Resolution and the execution and delivery by the Seller of the Transaction Documents to which it is a party, and compliance by the Seller with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Seller a breach of or default under any agreement or other instrument to which the Seller is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Seller is subject. (f) To the best of the knowledge of the Seller, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Seller affecting the existence of the Seller or the titles of its City Council members or officers to their respective offices, or seeking to restrain or to enjoin the sale of the VLF Receivable or to direct the application of the proceeds of the sale thereof, or in any way contesting or affecting the validity or enforceability of any of the Transaction Documents or any other applicable agreements or any action of the Seller contemplated by any of said documents, or in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Transaction Documents to which the Seller is a party or any other applicable agreement, or any action on the part of the Seller contemplated by the Transaction Documents, or in any way seeking to enjoin or restrain the Seller from selling the VLF Receivable or which if determined adversely to the Seller would have an adverse effect upon the Seller's ability to sell the VLF Receivable, nor to the knowledge of the Seller is there any basis therefor. Taxable DOCSSFI:795397.1 4 537 (g) Prior to the sale of the VLF Receivable to the Purchaser, the Seller was the sole owner of the VLF Receivable, and has such right, title and interest as provided in the Act. From and after the conveyance of the VLF Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have no interest in the VLF Receivable. Except as provided in this Agreement, the Seller has not sold, transferred, assigned, set over or otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion of the VLF Receivable, nor has the Seller created, or to the knowledge of the Seller permitted the creation of, any lien, pledge, security interest or any other encumbrance (a "Lien ") thereon. Prior to the sale of the VLF Receivable to the Purchaser, the Seller held title to the VLF Receivable free and clear of any Liens. As of the Closing Date, this Agreement, together with the Bill of Sale, constitutes a valid sale to the Buyer of the Seller's right, title and interest in and to the VLF Receivable. (h) The Seller acts solely through its authorized officers or agents. (i) The Seller maintains records and books of account separate from those of the Purchaser. 0) The Seller maintains its respective assets separately from the assets of the Purchaser (including through the maintenance of separate bank accounts); the Seller's funds and assets, and records relating thereto, have not been and are not commingled with those of the Purchaser. (k) The Seller's principal place of business and chief executive office is located at 350 Main St., El Segundo, CA 90245. (1) The Seller has received reasonably equivalent value for the VLF Receivable. (m)The Seller does not act as an agent of the Purchaser in any capacity, but instead presents itself to the public as an entity separate from the Purchaser. (n) The Seller has not guaranteed and shall not guarantee the obligations of the Purchaser, nor shall it hold itself out or permit itself to be held out as having agreed to pay or as being liable for the debts of the Purchaser; and the Seller has not received nor shall the Seller accept any credit or financing from any Person who is relying upon the availability of the assets of the Purchaser to satisfy the claims of such creditor. (o) All transactions between or among the Seller, on the one hand, and the Purchaser on the other hand (including, without limitation, transactions governed by contracts for services and facilities, such as payroll, purchasing, accounting, legal and personnel services and office space), whether existing on the date hereof or entered into after the date hereof, shall be on terms and conditions (including, without limitation, terms relating to amounts to be paid thereunder) which are believed by each such party thereto to be both fair and reasonable and comparable to those available on an arms- length basis from Persons who are not affiliates. 6. Covenants of the Seller. (a) The Seller shall not take any action or omit to take any action which adversely affect the interests of the Purchaser in the VLF Receivable and in the proceeds thereof The Taxable DOCSSFI:795397.I 5 538 Seller shall not take any action or omit to take any action that shall adversely affect the ability of the Purchaser, and any assignee of the Purchaser, to receive payments made under the Act. (b) The Seller shall not take any action or omit to take any action that would impair the validity or effectiveness of the Act, nor, without the prior written consent of the Purchaser or its assignee, amend, modify, terminate, waive or surrender, or agree to any amendment, modification, termination, waiver or surrender of, the terms of the Act, or waive timely performance or observance under the Act, in each case if the effect thereof would be materially adverse to the Purchaser or to the Noteholders or any Credit Enhancer as assignees of the Purchaser. Nothing in this agreement shall impose a duty on the Seller to seek to enforce the Act or to seek enforcement thereof by others, or to prevent others from modifying, terminating, discharging or impairing the validity or effectiveness of the Act. (c) Upon request of the Purchaser or its assignee, (i) the Seller shall execute and deliver such further instruments and do such further acts (including being named as a plaintiff in an appropriate proceeding) as may be reasonably necessary or proper to cant' out more effectively the purposes and intent of this Agreement, and (ii) the Seller shall take all actions necessary to preserve, maintain and protect the title of the Purchaser to the VLF Receivable, provided that such acts shall not impose any additional cost on the Seller that is not reimbursed. (d) On or before the Closing Date, the Seller shall send (or cause to be sent) an irrevocable instruction to the Controller pursuant to Section 6588.5(c) of California Government Code to cause the Controller to disburse all payments of the VLF Receivable to the Trustee, together with notice of the sale of the VLF Receivable to the Purchaser and the assignment of all or a portion of such assets by the Purchaser to the Trustee. Such notice and instructions shall be in the form of Exhibit D hereto. The Seller shall not take any action to revoke or which would have the effect of revoking, in whole or in part, such instructions to the Controller. The Seller hereby relinquishes and waives any control over the VLF Receivable, any authority to collect the VLF Receivable, and any power to revoke or amend the instructions to the Controller contemplated by this paragraph. The Seller shall not rescind, amend or modify the instruction described in the first sentence of this paragraph. The Seller shall cooperate with the Purchaser or its assignee in giving instructions to the Controller if the Purchaser or its assignee transfers the VLF Receivable. In the event that the Seller receives any proceeds of the VLF Receivable, the Seller shall hold the same in trust for the benefit of the Purchaser and the Trustee and each Credit Enhancer, as assignees of the Purchaser, and shall promptly remit the same to the Trustee. (e) The Seller hereby covenants and agrees that it will not at any time institute against the Purchaser, or join in instituting against the Purchaser, any bankruptcy, reorganization, arrangement, insolvency, liquidation, or similar proceeding under any United States or state bankruptcy or similar law. (f) The financial statements and books and records of the Seller prepared after the Closing Date shall reflect the separate existence of the Purchaser. (g) The Seller shall treat the sale of the VLF Receivable as a sale for regulatory and accounting purposes. Taxable DOCSSFI:795397.1 6 539 (h) From and after the date of this Agreement, the Seller shall not sell, transfer, assign, set over or otherwise convey any right, title or interest of any kind whatsoever in all or any portion of the VLF Receivable, nor shall the Seller create, or to the knowledge of the Seller permit the creation of, any Lien thereon. 7. Notices of Breach. (a) Upon discovery by the Seller or the Purchaser that the Seller has breached any of its covenants or that any of the representations or warranties of the Seller or the Purchaser are materially false or misleading, in a manner that materially and adversely affects the value of the VLF Receivable, the discovering party shall give prompt written notice thereof to the other party and to the Trustee, as assignee of the Purchaser, who shall, pursuant to the Indenture, promptly thereafter notify each Credit Enhancer and the Rating Agencies. (b) The Seller shall not be liable to the Purchaser, the Trustee, the Noteholders, or any Credit Enhancer for any loss, cost or expense resulting solely from the failure of the Trustee, any Credit Enhancer or the Purchaser to promptly notify the Seller upon the discovery by an authorized officer of the Trustee, any Credit Enhancer or the Purchaser of a breach of any covenant or any materially false or misleading representation or warranty contained herein. 8. Liability of Seller; hidemnification. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. The Seller shall indemnify, defend and hold harmless the Purchaser, the Trustee and each Credit Enhancer, as assignees of the Purchaser, and their respective officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person by the Seller's breach of any of its covenants contained herein or any materially false or misleading representation or warranty of the Seller contained herein. Notwithstanding anything to the contrary herein, the Seller shall have no liability for the payment of the principal of or interest on the Notes issued by the Purchaser. 9. Limitation on Liability. (a) The Seller and any officer or employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action regarding the Act that is unrelated to its specific obligations under this Agreement. (b) No officer or employee of the Seller shall have any liability for the representations, warranties, covenants, agreements or other obligations of the Seller hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Seller. 10. The Seller's Acknowled nent. The Seller hereby agrees and acknowledges that the Purchaser intends to assign and grant a security interest in all or a portion of (a) its rights hereunder and (b) the VLF Receivable, to the Trustee and each Credit Enhancer pursuant to the Indenture. The Seller further agrees and acknowledges that the Trustee, the Noteholders, and Taxable DOCSSF1:795397.1 7 540 each Credit Enhancer have relied and shall continue to rely upon each of the foregoing representations, warranties and covenants, and further agrees that such Persons are entitled so to rely thereon. Each of the above representations, warranties and covenants shall survive any assignment and grant of a security interest in all or a portion of this Agreement or the VLF Receivable to the Trustee and each Credit Enhancer and shall continue in full force and effect, notwithstanding any subsequent termination of this Agreement and the other transaction documents. The above representations, warranties and covenants shall inure to the benefit of the Trustee and each Credit Enhancer. 11. Notices. All demands upon or, notices and communications to, the Seller, the Purchaser, the Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, to such party at the appropriate notice address, and shall be deemed to have been duly given upon receipt. 12. Amendments. This Agreement may be amended by the Seller and the Purchaser, with (a) the consent of the Trustee, (b) the consent of each Credit Enhancer, and (c) a Rating Agency Confirmation, but without the consent of any of the Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement. Promptly after the execution of any such amendment, the Purchaser shall furnish written notification of the substance of such amendment to the Trustee and to the Rating Agencies. 13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Seller, the Purchaser and their respective successors and permitted assigns. The Seller may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Purchaser. Except as specified herein, the Purchaser may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Seller. 14. Third Party Rights. The Trustee and each Credit Enhancer are express and intended third party beneficiaries under this Agreement. Nothing expressed in or to be implied from this Agreement is intended to give, or shall be construed to give, any Person, other than the parties hereto, the Trustee and each Credit Enhancer, and their permitted successors and assigns hereunder, any benefit or legal or equitable right, remedy or claim under or by virtue of this Agreement or under or by virtue of any provision herein. 15. Partial Invalidity. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. 16. Counterparts. This Agreement may be executed in any number of identical counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. Taxable DOCSSFI:795397.1 8 541 17. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter hereof. Taxable DOCSSF1:795397.1 9 542 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Purchase and Sale Agreement to be duly executed as of the date first written above. CITY OF EL SEGUNDO, as Seller Authorized Officer CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, as Purchaser M Member Taxable DOCSSFI:795397.1 10 543 EXHIBIT A DEFINITIONS For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings set forth below. "Act" means Section 10754.11 of the California Revenue and Taxation Code. "Bill of Sale" has the meaning give to that term in Section 2(b)(ii) hereof. "Credit Enhancer" means any municipal bond insurance company, bank or other financial institution or organization which is performing in all material respects its obligations under any Credit Support Instrument for some or all of the Notes. "Credit Support Instrument" means a policy of insurance, a letter of credit, a stand -by purchase agreement, revolving credit agreement or other credit arrangement pursuant to which a Credit Enhancer provides credit or liquidity support with respect to the payment of interest, principal or the purchase price of the Notes. "Closing Date" means the date the Notes are issued. "Controller" means the Controller of the State. "Final Purchase Price" has the meaning ascribed thereto in Section 2. "Minimum Purchase Price" has the meaning ascribed thereto in Section 2. "Noteholder" means, with respect to any Note, the person in whose name such Note is registered. " Outtanding" has the meaning given to that term in the Indenture. "Pricing Date" means the date the Notes are sold. "Rating Agency" means any nationally recognized rating agency then providing or maintaining a rating on the Notes at the request of the Purchaser. "Rating Agency Confirmation" means written confirmation from each Rating Agency that any proposed action will not, in and of itself, cause the Rating Agency to lower, suspend or withdraw the rating then assigned by such Rating Agency to any Outstanding Notes. "Resolution" means the resolution adopted by the City Council approving the sale of the VLF Receivable. "State" means the State of California. "Transaction Counsel" means Orrick, Herrington & Sutcliffe LLP. Taxable 544 DOCSSFl:795397.1 A -1 and the Notes. "Transaction Documents" mean this Agreement, the Bill of Sale, the Indenture, Taxable DOCSSF1:795397.1 - A_2 545 EXHIBIT B1 OPINION OF COUNSEL to CITY OF EL SEGUNDO March 2, 2005 California Statewide Communities Development Authority Sacramento, California Wells Fargo Bank, National Association Los Angeles, California Re: Sale of VLF Receivable Ladies & Gentlemen: This Office acted as counsel for the City of El Segundo (the "Seller ") in connection with the adoption of that certain resolution (the "Resolution ") of the City Council of the Seller (the "Governing Body ") pursuant to which the Seller authorized the sale to the California Statewide Communities Development Authority (the "Purchaser ") of the Seller's "VLF Receivable ", as defined in and pursuant to the Purchase and Sale Agreement dated March 2, 2005 (the "Sale Agreement ") between the Seller and the Purchaser. In connection with these transactions, the Seller has issued certain Irrevocable Instructions For Disbursement of the Seller's VLF Receivable to the Controller of the State of California (the "Disbursement Instructions" and collectively with the Sale Agreement, the "Transaction Documents "). Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Sale Agreement. I have examined and am familiar with those documents relating to the existence, organization, and operation of the Seller, the Resolution, the Transaction Documents and such certified proceedings, certifications of officers of the Seller and others, and such other agreements, instruments and documents, and have satisfied myself as to such other matters, as I deem necessary in order to render the following opinions. Based upon the foregoing, I am of the opinion that: 1. The Seller is a municipal corporation of the State of California, duly organized and validly existing pursuant to laws and the Constitution of the State of California. 2. The Seller has full power and authority to adopt the Resolution and to execute and deliver the Transaction Documents. Taxable 546 DOCSSF1:795397.1 B I -I 3. The Seller has duly authorized and executed the Transaction Documents and, assuming delivery, each Transaction Document will be legal, valid, and binding against the Seller, and enforceable against the Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or laws relating to or affecting creditors' rights, and the application of equitable principles and the exercise of judicial discretion in appropriate areas. 4. The Resolution was duly adopted at a meeting of the Governing Body which was called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the Resolution was adopted. 5. The Resolution is in full force and effect and has not been amended, modified, supplemented or rescinded. 6. To the best of my knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened in any way against the Seller affecting the existence of the Seller or the titles of its Governing Body members or officers to their respective offices, or seeking to restrain or to enjoin the sale of the VLF Receivable or to direct the application of the proceeds of the sale thereof, or in any way contesting or affecting the validity or enforceability of the Resolution, the Transaction Documents or any other applicable agreements or any action of the Seller contemplated by any of said documents, or in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Transaction Documents or any other applicable agreement, or any action on the part of the Seller contemplated by any of said documents, or in any way seeking to enjoin or restrain the Seller from selling the VLF Receivable or which if determined adversely to the Seller would have a material and adverse effect upon the Seller's ability to sell the VLF Receivable, nor to my knowledge is there any basis therefor. 7. Insofar as it would materially adversely affect the Seller's ability to enter into, carry out and perform its obligations under any or all of the foregoing agreements, or consummate the transactions contemplated by the same, the Seller is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party or to which it or any of its property or assets is otherwise subject, and, to the best of my knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, and the adoption of the Resolution and the execution and delivery by the Seller of the Transaction Documents, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Seller a breach of or default under any agreement or other instrument to which the Seller is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Seller is subject. 8. Prior to the sale of the VLF Receivable to the Purchaser, the Seller was the sole owner of the VLF Receivable, and has such right, title and interest as provided in the Act. From and after the conveyance of the VLF Receivable by the Seller to Purchaser on the Closing Taxable DOCSSFI :795397.1 BI-2 547 Date, the Seller shall have no interest in the VLF Receivable. Except as provided in the Sale Agreement, the Seller has not sold, transferred, assigned, set over or otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion of the Seller's VLF Receivable, nor has the Seller created, or to my knowledge permitted the creation of, any Lien thereon. Prior to the sale of the VLF Receivable to the Purchaser, the Seller held title to the VLF Receivable free and clear of any Liens. 9. To the best of my knowledge, all approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the sale by the Seller of the VLF Receivable or the performance by the Seller of its obligations under the Resolution and the Transaction Documents and any other applicable agreements, have been obtained and are in full force and effect. 10. The Disbursement Instructions are irrevocable by the Seller, and comply with the requirements of Section 6588.5(c) of the California Government Code. Each Credit Enhancer, the underwriters of the Notes and Transaction Counsel may rely upon this legal opinion as if it were addressed to them. Very truly yours, M Seller's Counsel Taxable DOCSSF1:795397.1 131 -3 548 EXHIBIT B2 OPINION OF COUNSEL to CITY OF EL SEGUNDO [Closing Date] California Statewide Communities Development Authority Sacramento, California Wells Fargo Bank, National Association Los Angeles, California Re: Sale of VLF Receivable (Bringdown Opinion) Ladies & Gentlemen: Pursuant to that certain Purchase and Sale Agreement dated March 2, 2005 (the "Sale Agreement ") between the City of El Segundo (the "Seller ") and the California Statewide Communities Development Authority (the "Purchaser "), this Office delivered an opinion (the "Opinion ") dated the Pricing Date (as defined in the Sale Agreement) as counsel for the Seller in connection with the sale of the Seller's VLF Receivable (as defined in the Sale Agreement), the execution of documents related thereto and certain other related matters. I confirm that you may continue to rely upon the Opinion as if it were dated as of the date hereof. Each Credit Enhancer, the underwriters of the Notes and Transaction Counsel may rely upon this legal opinion as if it were addressed to them. This letter is delivered to you pursuant to Section 2(b)(ii)(1) of the Sale Agreement. Very truly yours, In Seller's Counsel Taxable DOCSSFI:795397.1 B2 -1 549 EXHIBIT Cl CLERK'S CERTIFICATE CERTIFICATE OF THE CITY CLERK OF CITY OF EL SEGUNDO, CALIFORNIA Dated: March 2, 2005 The undersigned City Clerk of the City of El Segundo, California, do hereby certify that the foregoing is a full, true and correct copy of Resolution No. duly adopted at a regular meeting of the City Council of said Seller duly and regularly and legally held at the regular meeting place thereof on the day of , 2005, of which meeting all of the members of said City Council had due notice and at which all members thereof were present, and that at said meeting said resolution was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: I do hereby further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office and that said resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes and that said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. I do hereby further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in the City of El Segundo, California freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. WITNESS my hand as of the day and year first above written Lo City Clerk of the City of El Segundo, California Taxable DOCSSFI :795397.1 C l - l 550 EXHIBIT C2 SELLER CERTIFICATE SELLER CERTIFICATE Dated: March 2, 2005 We, the undersigned officers of the City of El Segundo (the "Seller"), State of California, holding the respective offices herein below set opposite our signatures, do hereby certify that on the date hereof the following documents (the "Transaction Documents') were officially executed and delivered by the Authorized Officer or Officers whose names appear on the executed copies thereof, to wit: Document 1. Purchase and Sale Agreement, dated March 2, 2005 (the "Sale Agreement "), between the Seller and the California Statewide Communities Development Authority (the "Purchaser ") 2. Irrevocable Instructions For Disbursement of Seller's VLF Receivable to the Controller of the State of California dated the Closing Date Capitalized terms used herein and not defined herein shall have the meaning given such terms in the Sale Agreement. We further certify as follows: At the time of signing the Transaction Documents and the other documents and opinions related thereto, we held said offices, respectively, and we now hold the same. 2. The representations and warranties contained in the Transaction Documents are true and correct as of the date hereof in all material respects. The City Council duly adopted its resolution (the "Resolution ") approving the sale of the Seller's VLF Receivable at a meeting of the City Council which was duly called and held pursuant to law with all public notice required by law and at which a quorum was present and acting when the Resolution was adopted, and such Resolution is in full force and effect and has not been amended, modified, supplemented or rescinded. 4. To the best knowledge of the undersigned, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, is pending or threatened, in any way against the Seller affecting the existence of the Seller or the titles of its City Council members or officers to their respective offices, or seeking to restrain or to enjoin the sale of the Seller's VLF Receivable or to direct the application thereof of the Taxable DOCSSFI:795397.1 C2-1 55.1 proceeds of the sale thereof, or in any way contesting or affecting the validity or enforceability of the Resolution, the Transaction Documents, the Indenture, the Notes, or any other applicable agreements or any action of the Seller contemplated by any of said documents, or in any way contesting the powers of the Seller or its authority with respect to the Resolution or the Transaction Documents or any other applicable agreement, or any action on the part of the Seller contemplated by any of said documents, or which if determined adversely to the Seller would have a material and adverse effect upon the Seller's ability to sell the Seller's VLF Receivable, nor to our knowledge is there any basis therefor. 5. Insofar as it would materially adversely affect the Seller's ability to enter into, carry out and perform its obligations under any or all of the Transaction Documents, or consummate the transactions contemplated by the same, the Seller is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party or to which it or any of its property or assets is otherwise subject, and, to the best of our knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, and the adoption of the Resolution and the execution and delivery by the Seller of the Transaction Documents, and compliance by the Seller with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Seller a breach of or default under any agreement or other instrument to which the Seller is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Seller is subject. 6. Prior to the sale of the VLF Receivable to the Purchaser, the Seller was the sole owner of the VLF Receivable, and has such right, title and interest as provided in the Act. From and after the conveyance of the VLF Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have no interest in the VLF Receivable. Except as provided in the Sale Agreement, the Seller has not sold, transferred, assigned, set over or otherwise conveyed any right, title or interest of any kind whatsoever in all or any portion of the Seller's VLF Receivable, nor has the Seller created, or to our knowledge permitted the creation of, any Lien thereon. Prior to the sale of the VLF Receivable to the Purchaser, the Seller held title to the VLF Receivable free and clear of any Liens. 7. All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect, the sale by the Seller of the Seller's VLF Receivable or the performance by the Seller of its obligations under the Resolution and the Transaction Documents and any other applicable agreements, have been obtained and are in full force and effect. Taxable DOCSSF1:795397.1 C2 -2 552 Dated as of the date first above written. Name. Official Title Si¢ nature Kelly McDowell, Mayor Mary Streen, City Manager genuine. I HEREBY CERTIFY that the signatures of the officers named above are Dated as of the date first above written. Un City Clerk of the City of El Segundo, California Taxable DOCSSF1:795397.1 C2 -3 553 EXHIBIT C3 BILL OF SALE AND BRINGDOWN CERTIFICATE BILL OF SALE AND BRINGDOWN CERTIFICATE In consideration of the payment and delivery by the California Statewide Communities Development Authority (the "Purchaser") to the undersigned (the "Seller ") of $[Final Purchase Price] (the "Final Purchase Price "), and pursuant to terms and conditions of the Purchase and Sale Agreement (the "Sale Agreement'), dated March 2, 2005, between the Seller and the Purchaser, the Seller does hereby (a) transfer, grant, bargain, sell, assign, convey, set over and deliver to the Purchaser, absolutely and not as collateral security, without recourse except as expressly provided in the Sale Agreement, the VLF Receivable as defined in the Sale Agreement (the "VLF Receivable "), and (b) assign to the Purchaser, to the extent permitted by law (as to which no representation is made), all present or future rights, if any, of the Seller to enforce or cause the enforcement of payment of the VLF Receivable pursuant to the Act (as defined in the Sale Agreement) and other applicable law. The Seller hereby acknowledges receipt of the Final Purchase Price. The Seller hereby certifies that the representations and warranties of the Seller set forth in the Certificate of the City Clerk dated March 2, 2005, the Seller Certificate dated March 2, 2005, and in the Transaction Documents (as such terms are defined in the Sale Agreement) are true and correct in all material respects as of the date hereof (except for such representations and warranties made as of a specified date, which are true and correct as of such date). Dated: _[Closing Date]_ CITY OF EL SEGUNDO M Authorized Officer Taxable DOCSSFl:795397.1 C3 -I 554 EXHIBIT D IRREVOCABLE INSTRUCTIONS TO CONTROLLER IRREVOCABLE INSTRUCTIONS FOR DISBURSEMENT OF VLF RECEIVABLE OF CITY OF EL SEGUNDO .2005 Office of the Controller State of California P.O. Box 942850 Sacramento, California 94250 -5872 Re: Notice of Sale of VLF Receivable by the City of El Segundo and Wiring Instructions Information Form Dear Sir or Madam: Pursuant to Section 6588.5(c) of the California Government Code, City of El Segundo (the "Seller ") hereby notifies you of the sale by the Seller, effective as of the date of these instructions written above, of all right, title and interest of the Seller in and to the "VLF Receivable" as defined in Section 6585(1) of the California Government Code (the "VLF Receivable "), namely, the right to payment of moneys due or to become due to the Seller out of funds payable in connection with vehicle license fees to a local agency pursuant to Section 10754.11 of the California Revenue and Taxation Code. By resolution, the Seller's City Council authorized the sale of the VLF Receivable to the California Statewide Communities Development Authority (the "Purchaser ") pursuant to a Purchase and Sale Agreement, dated March 2, 2005 and a Bill of Sale, dated [Closing Date]. The VLF Receivable has been pledged and assigned by the Purchaser pursuant to an Indenture, dated March 2, 2005 (the "Indenture ") between the Purchaser and Wells Fargo Bank, National Association, as Trustee (the "Trustee "). The Seller hereby irrevocably requests and directs that, commencing as of the date of these instructions written above, all payments of the VLF Receivable (and documentation related thereto) be made directly to Wells Fargo Bank, National Association, as Trustee, in accordance with the wire instructions and bank routing information set forth below. Please note that the sale of the VLF Receivable by the Seller is irrevocable and that (i) the Seller has no power to revoke or amend these instructions at any time, (ii) the Purchaser shall have the power to revoke or amend these instructions only if there are no notes of the Purchaser outstanding under the Indenture and the Indenture has been discharged, and (iii) so long as the Indenture has not been discharged, these instructions cannot be revoked or amended by the Purchaser without the consent of the Trustee. Taxable DOCSSFl:795397.1 D -1 555 Bank Name: Bank ABA Routing #: Bank Account #: Bank Account Name: Further Credit To: Bank Address: Bank Telephone #: Bank Contact Person: Wells Fargo N.A. 121000248 0001038377 Corporate Trust Clearing CSCDA VLF #16914200 Wells Fargo Bank 707 Wilshire Blvd., 17 Floor Los Angeles, CA 90017 (213) 614 -3353 Robert Schneider Please do not hesitate to call the undersigned if you have any questions regarding this transaction. Thank you for your assistance in this matter. Taxable DOCSSF1:795397.1 Very truly yours, CITY OF EL SEGUNDO D-2 Authorized Officer 5 5f; EXHIBIT E RESERVED Taxable DOCSSF1:795397.1 E_1 557 EXHIBIT F ESCROW INSTRUCTION LETTER PARTICIPATION AGREEMENT AND ESCROW INSTRUCTIONF LETTER March 2, 2005 California Statewide Communities Development Authority 1100 K Street Sacramento, CA 95814 Re: VLF Receivable Financing Dear Sir or Madam: The City of El Segundo (the "Seller ") hereby notifies you of its agreement to participate in the California Statewide Communities Development Authority VLF Receivable Financing. By adoption of a resolution (the "Resolution ") authorizing the sale of its VLF Receivable, the Seller's City Council has agreed to sell to the California Statewide Communities Development Authority, for a purchase price that meets the conditions set forth in the Resolution, all of its right, title and interest in the VLF Receivable. Enclosed herewith are the following documents which have been duly approved and executed by the Seller and which are to be held in escrow by Orrick, Herrington & Sutcliffe LLP, as transaction counsel ( "Transaction Counsel "), as instructed below: certified copy of the Resolution, together with a certificate of the City Clerk, dated March 2, 2005; 2. the Seller Certificate, dated March 2, 2005; 3. the Opinion of Seller's Counsel, dated March 2, 2005; 4. the Purchase and Sale Agreement, dated March 2, 2005; and 5. the Irrevocable Instructions to the Controller, undated. The foregoing documents are to be held in escrow by Transaction Counsel and shall be delivered only upon payment to the Seller on or before April 29, 2005, of the Final Purchase Price (as defined in the Purchase and Sale Agreement) that meets the conditions of the Resolution. Upon such payment, Transaction Counsel is hereby authorized to fill in the closing date on the Irrevocable Instructions to the Controller. Taxable F -1 DOCSSF1:795397.1 559 If the Final Purchase Price meeting the conditions of the Resolution is not paid to the Seller on or before April 29, 2005, this agreement shall terminate and Transaction Counsel shall return all of the enclosed documents to the Seller. Enclosures cc: Orrick, Herrington & Sutcliffe LLP Taxable DOCSSF1:795397.1 Very truly yours, CITY OF EL SEGUNDO 0 F -2 Authorized Officer 5 51 0 w O w LL � C W Q O m aF w w F i V Q 6 Q Q O Z U OZ O O K LL� U U U 0 2 S 2 U U U W ° ¢ o 0 o r OLL 0 > > > 2 2 m % O N y W h\ \\ N C� U OQmWSON VO 1O1fJ. nnW ppW mmm �QN�pp��pO pNO�N {Q, y, W " •gg • • • Nip b�Tp OrlNn1'!nA N C _ y Z n ° i w E ffiE Z LL LL i 0 E a q i W LLiugwgrc��o`� "wrca ° ° °W w F & 9 LL q<F y°j W K C T Z ((( UWJJJ aa z ° LL W J K 3 @ p5�. y� gaU°O QYJC �Q�K Nh��Fyp�3U typ OO °w ~ �0 {G 8 ��jjj E1 ZK g<;QpNp O� I W < <Q!!W��E O a�0C utiluSu3�uws3rcE'�O gaq a�QSC R � � w F � O �I � II • II K � NU u U 2 u ¢ m S p O 5 fi (I CITY OF EL SEGUNDO PAYMENTS BY WIRE TRANSFER 1/21/2005 THROUGH 2/03/2005 Date 1/26/05 1/26/05 1/27/05 1/28/05 2/1/05 2/2/05 2/2/05 1/21-2/3/05 Payee Amount Employment Development IRS Health Comp Federal Reserve Bank Siemens Credit Corp Lane Donovan Golf Ptr LLc Health Comp Workers Comp Activity DATE OF RATIFICATION: 2/15/05 TOTAL PAYMENTS BY WIRE: Certified as to the accuracy of the wire transfers by: 33,228.15 170,469.55 1,317.84 250.00 44,837.50 17,434.93 814.59 34,051.62 302,404.18 57 Deputy 1 reasuret Date 2, 2 o} irectter of Administrative Service Date Z� City Man Date Description State Taxes Federal Taxes Weekly claims 1/21 Employee Savings Bonds I Qtrly Energy Credit Payroll transfer Weekly claims 1/29 SCRMA checks issued Information on actual expenditures is available in the City Treasurer's Office of the City of El Segundo. 302,404.18 5F1 REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, FEBRUARY 1, 2005 — 5:00 P.M. 5:00 P.M. SESSION CALL TO ORDER — Mayor McDowell at 5:00 p.m. ROLL CALL Mayor McDowell - Present Mayor Pro Tern Gaines - Present Council Member Boulgarides - Present Council Member Busch - Present Council Member Jacobson - Present City Attorney Mark Hensley announced that Council would be meeting in closed session pursuant to items identified on the agenda and that 54956.2(b) items are a threat of litigation regarding a second unit on 916 Sheldon Street and Christina Wall claim, Claim No. 04 -14. PUBLIC COMMUNICATION — (Related to City Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. CLOSED SESSION: The City Council moved into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et sue.) for the purposes of conferring with the City's Real Property Negotiator; and /or conferring with the City Attorney on potential and /or existing litigation; and /or discussing matters covered under Government Code Section §54957 (Personnel); and /or conferring with the City's Labor Negotiators; as follows: CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION (Gov't Code §54956.9(a)) — 5 matters City of El Segundo v. City of Los Angeles, et. al. LASC No. BS094279 Michael Ward v. City of El Segundo, et. al., LASC No. BC325247 El Segundo v. Stardust West Apartments, LASC No. YC031364 Flynn v. City of El Segundo, LASC No. YC046253 Irene Chen v. City of El Segundo, LASC No. YC049424 CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Government Code §54956.9(b): -2- potential case (no further public statement is required at this time); Initiation of litigation pursuant to Government Code §54956.9(c): -1- matter MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 1 562 5 DISCUSSION OF PERSONNEL MATTERS (Gov't Code §54957) — 0 matter CONFERENCE WITH CITY'S LABOR NEGOTIATOR (Gov't Code §54957.6) — 0 matter CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Gov't Code §54956.8) — 0 matter SPECIAL MATTERS - 0 matter Council moved to open session at 6:59 p.m. MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 5y,�, faG NO. 2 REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, FEBRUARY 1, 2005 - 7:00 P.M. 7:00 P.M. SESSION CALL TO ORDER — Mayor McDowell at 7:00 p.m. INVOCATION— Rev. Elizabeth Morse of Saint Michael, the Archangel Episcopal Church PLEDGE OF ALLEGIANCE — Council Member Carl Jacobson PRESENTATIONS — (a) Council Member Busch presented a Commendation to El Segundo Firefighter Andrew Powell for his quick response to danger and application of life saving techniques which saved the life of a fellow crew member from the Dana Point Outrigger Canoe Club. (b) Council Member Jacobson presented a Certificate of Appreciation to Don Brann in recognition of Outstanding Community Support for securing $5,000 in funding for the City of El Segundo Recreation and Parks Department's Camp Eucalyptus facility from the Chamber of Commerce Leadership Class of 1998. ROLL CALL Mayor McDowell Mayor Pro Tem Gaines Council Member Boulgarides Council Member Busch Council Member Jacobson Present - Present arrived at 7:59 P.M. Present Present Present PUBLIC COMMUNICATIONS — (Related to City Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. Liz Garnholz, resident, asked for clarification on item one. Terri Atkins and Sheri Metcalf, residents, spoke regarding water billing. The residents were asked, as Council policy, to hold their comments until the second public communications at the end of the meeting. MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 3 564 A. PROCEDURAL MOTIONS Consideration of a motion to read all ordinances and resolutions on the Agenda by title only. MOVED by Council Member Jacobson, SECONDED by Council Member Busch to read all ordinances and resolutions on the Agenda by title only. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0 B. SPECIAL ORDERS OF BUSINESS Consideration and possible action (Public Hearing) regarding the introduction and first reading of an Ordinance adding a new Article E to Chapter 15 -4 of the El Segundo Municipal Code pursuant to Government Code § 65852.2 affecting Second Dwelling Units. Mayor McDowell stated this is the time and place hereto fixed for a public regarding the introduction and first reading of an Ordinance adding a new Article E to Chapter 15-4 of the El Segundo Municipal Code pursuant to Government Code § 65852.2 affecting Second Dwelling Units. City Clerk Mortesen stated that proper notice was completed and no communication had been received in the City Clerk's Office. Seimone Jurjis, Planning and Building Safety Director, gave a report. City Attorney Mark Hensley read the following Ordinance changes into the record with regard to Section 2 Definition and Section 15 -4E -6 Parking for R -1 Zones: "Second dwelling unit' means independent living facilities of limited size (based upon lot coverage which includes the size of the second dwelling unit as well as the primary dwelling unit on the parcel) that provides permanent provisions for living, sleeping, eating, cooking and sanitation located on the same parcel as a single - family dwelling and either attached or detached from the single - family dwelling but share no common interior passageways." Parking for R -1 Zones. Pursuant to Government Code § 65852.2, the City finds that the requirement that a second dwelling unit on Single - Family Residential (R -1) property maintain two parking spaces is consistent with existing neighborhood standards applicable to existing dwellings. Because the square footage of second dwelling units are not limited except by lot coverage restrictions (allowing large multi- bedroom units which tend to create the need for more than one parking space), the required parking is directly related to the use of a second dwelling unit. Requiring two parking spaces per dwelling unit is consistent with existing neighborhood standards since two parking spaces are required in all residential zones throughout the City. Off - street parking is allowed in rear and side yard setback areas in the rear third of a lot and tandem parking is also permitted. MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 4 56 Offstreet Parking. Off - street parking spaces must be provided for a second dwelling unit in addition to that required for the main residence. The number and type of parking spaces must comply with § §15 -15 -3 and 15 -15 -5 as they relate to two- family dwellings. The required parking space may not block any required existing enclosed space for the existing underlying zone, nor conflict with access to a required parking space. Jack Kenton, resident, requested clarification regarding the interpretation of "owner occupied" and how that would be enforced. Jane Friedkin, resident, spoke about R -1 zoning and the City of El Segundo's responsibilities. John Hergoni, resident, spoke about R -1 zoning, and the enforcement of the Municipal Code. He further stated that he was in favor of the new ordinance. Rick Hannah, resident, spoke in favor of the new ordinance and his concern regarding second units being built in R -1 zones. Wanda Fransen, resident, presented a petition that she has circulated requesting the City enforce the Code and disallow the two units being built on Sheldon Street. Julie Potter, resident, spoke of her concerns with second units being built in R -1 zones. Peggy Tyrell, resident, spoke of her concerns with second units being built in R -1 zones. Eric Fransen, resident, spoke of his concerns with second units being built in R -1 zones. Artie McKewen, resident, spoke of his concerns with the proposed ordinance and requested how it is to be enforced and the "owner occupied" definition. Eric Bimber, resident, spoke of his concerns with the second units being built in R -1 zones, and the mistakes made by the City. Liz Garnholz, resident, spoke of her concerns with second units being built in R -1 zones, and the mistakes made by the City. She also spoke about the zoning code and the changes proposed. Council Member Gaines arrived at 7:59 P.M. John Rotondo, resident, spoke of his concerns with second units being built in R -1 zones, and stated he supports the proposed ordinance. Bob Metcalf, resident, spoke of his support of the staff and their honesty. He further stated that he has always had fair treatment and respect from City Staff. He also requested what the zoning was for the School behind the property on Sheldon. Harry Winston, resident, spoke in support the city staff, and his respect for the building inspectors MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 5 566 Claudia, resident, supports the Fransen's and entered a letter into the record. She requesting that Council to resolve this situation. Bonnie Speilman, resident, spoke regarding the property at 916 Sheldon Street. MOVED by Council Member Jacobson, SECONDED by Council Member Busch to close the Public Hearing. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0 Mayor McDowell stated that the ordinance being adopted tonight would not have affected the situation with the second units built on R -1 zones. He further stated that the Council, staff and City Attorney were working extremely hard towards a solution to resolve the situation. City Attorney, Mark Hensley, stated that the owner occupied requirements would be a recorded convenance on the property per state law, and any person purchasing the property would be aware of the convenance. Further he stated that the property would have to meet the strict guidelines. To qualify as owner /occupied, the person living in one of the residence must be on the deed. Council Member Boulgarides stated that he feels owner /occupied units were in the best interest of the City. Council Member Jacobson stated that where these units are allowed to be built, they abut an R -3 zone. He feels that enforcing the owner /occupied restriction may be difficult. He further stated that he does not feel there would be a problem with rentals in the areas where they are allowed. Mayor ProTem Gaines stated he was in favor of the owner /occupied restriction Council Member Busch stated that he did not feel the City should dictate to an owner who can reside on their property. MOVED by Council Member Boulgarides SECONDED by Mayor ProTem Gaines to include the owner /occupied restriction, Section 15 -4E-4 in the Ordinance. Substitute MOTION by Council Member Busch, SECONDED by Council Member Jacobson to remove the owner /occupied restriction Section 15 -4E -4 Occupancy, from the Ordinance. MOTION PASSED BY THE FOLLOWING VOICE VOTE. AYES; MCDOWELL, BUSCH, JACOBSON, NOES: BOULGARIDES AND GAINES. 3/0 Original motion died due to the passage of the Substitute motion Mark Hensley, City Attorney, read by title only: ORDINANCE NO. 1381 AN ORDINANCE ADDING A NEW ARTICLE E TO CHAPTER 15 -4 OF THE EL SEGUNDO MUNICIPAL CODE PURSUANT TO GOVERNMENT CODE § 65852.2 AFFECTING SECOND DWELLING UNITS. MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 6 567 Council Member Busch introduced the ordinance with the amendments as noted by the City Attorney. 2. Consideration and possible action (Continued Public Hearing) regarding an appeal of the Planning Commission's decision to approve Environmental Assessment No. 636, Subdivision No. 04 -02 (Vesting Tentative Tract Map 60995) and Variance No. 04 -01 for the conversion of an existing 35 -unit apartment complex to condominiums at 910 E. Grand Avenue. MOVED by Council Member Jacobson, SECONDED by Council Member Busch to continue the Public Hearing to March 1, 2005 at the request of the applicant. MOTION PASSED BY UNANIMOUS VOICE VOTE. C. UNFINISHED BUSINESS 3. Consideration and possible action regarding adoption of plans and specifications for the Douglas Street Gap Closure Project, authorize staff to advertise the project for receipt of construction bids, and approve an additional authorization of $138,000 to Los Angeles County Department of Public Works for providing right -of -way acquisition services. (Estimated Cost: $16,291,470) City Manager, Mary Strenn, gave a brief report. MOVED by Council Member Busch, SECONDED by Mayor ProTem Gaines, to adopt plans and specifications for the Douglas Street Gap Closure Project, authorize staff to advertise the project for receipt of construction bids, and approve an additional authorization of $138,000 to Los Angeles County Department of Public Works for providing right -of -way acquisition services. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0 D. REPORTS OF COMMITTEES, BOARDS AND COMMISSIONS E. CONSENT AGENDA All items listed are to be adopted by one motion without discussion and passed unanimously. if a call for discussion of an item is made, the item(s) will be considered individually under the next heading of business. 4. Approved Warrant Numbers 2545397 to 2545647 on Register No. 8 in the total amount of $843,057.69 and Wire Transfers from 1/7/2004 through 1/20/2005 in the total amount of $1,039,318.38. Authorized staff to release. Ratified: Payroll and Employee Benefit checks; checks released early due to contracts or agreement; emergency disbursements and /or adjustments; and wire transfers. 5. Approved City Council Meeting Minutes of January 18, 2005 and Special Meeting Minutes of February 25, 2005. 6. PULLED BY CITY ATTORNEY MARK HENSLEY MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 7 %Lafti 7. Adopted Ordinance No. 1380 to continue a public parking permit fee for the parking garage located at 121 Grand Avenue in Article E, Chapter 8 -5 of the El Segundo Municipal Code. MOVED by Council Member Jacobson, SECONDED by Mayor ProTem Gaines to approve Consent Agenda items 4, 5, and 7. MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0. COUNCIL MEMBER JACOBSON NOT PARTICIPATING IN ITEM 7 DUE TO HIS INTERESTS IN REAL PROPERTY. CALL ITEMS FROM CONSENT AGENDA Mark Hensley, City Attorney, announced that Council Members Boulgarides, Busch and Jacobson have a potential conflict regarding Consent Agenda Item 6 concerning the location of their residences. In order to have a voting majority, Council Member Busch was selected by random draw to participate in the vote. 6. Consideration and possible action regarding adoption of plans and specifications for replacement of water lines, located at 600 -1000 block of Mariposa Avenue; 600 -1000 block of Maple Avenue; 600 -700 block of Maryland Street and 600 -700 block of Bungalow Drive, Fiscal Year 2003 -2004 - Approved Capital Improvement Project — Project No. PW 04 -06. (Estimated Cost: $595,000) MOVED by Mayor ProTem Gaines SECONDED by Council Member Busch to adopt plans and specifications for replacement of water lines, located at 600 -1000 block of Mariposa Avenue; 600- 1000 block of Maple Avenue; 600 -700 block of Maryland Street and 600 -700 block of Bungalow Drive, Fiscal Year 2003 -2004 - Approved Capital Improvement Project — Project No. PW 04 -06. (Estimated Cost: $595,000) Authorized staff to advertise the project for receipt of construction bids. MOTION PASSED BY THE FOLLOWING VOICE VOTE. AYES: MCDOWELL, GAINES, BUSCH. NOES: NONE. NOT - PARTICIPATING: JACOBSON AND BOULGARIDES 3/0/2 F. NEW BUSINESS 8. Consideration and possible action regarding the Fiscal Year 2004 -2005 First Quarter Financial Review, preliminary Fiscal Year 2003 -2004 General Fund savings and direction on funding additional items from the Economic Uncertainty Fund. Bret Plumlee, Director of Administrative Services, gave a report. MOVED by Council Member Busch, SECONDED by Mayor ProTem Gaines, to receive and file FY 2004 -2005 First Quarter Financial staff report; direct staff to continue funding the CSI position, provide part-time staff for the Club House, and not implement the Fire Department Run Short Option for the reminder of the FY 2004 -2005. The Slurry Seal project east of Sepulveda; City Council legislative trip to Washington D. C.; GIS consulting services; electronic posting of agenda backup material on the website; and establish a residential e-mail database to be reviewed at mid- year. MOTION PASSED BY THE FOLLOWING VOICE VOTE. AYES: MCDOWELL, GAINES, BUSCH, BOULGARIDES. NOES: JACOBSON. 4/1 MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 8 569 G. REPORTS — CITY MANAGER — NONE H. REPORTS — CITY ATTORNEY — NONE REPORTS — CITY CLERK — NONE REPORTS — CITY TREASURER — NONE K. REPORTS — CITY COUNCIL MEMBERS Council Member Boulgarides — Announced the phone survey being conducted on aquatics. He requested staff to agendize for Council consideration the possible review of design guidelines and standards. Council Member Busch — announced the many ROAD programs. Requested Recreation and Parks report on the first of a series of concerts presented at the Teen Center at the next meeting. He also announced the progress of tree planting in the median strip on Imperial Highway. Council Member Jacobson — None Mayor Pro Tern Gaines — 9. Consideration and possible action regarding the current capabilities of the City of El Segundo's Emergency Public Notification Systems. (Fiscal Impact: None) Dave Burns, Emergency Services Coordinator, gave a report. Mayor ProTem Gaines recommended that staff investigate the possibility of using the old siren as an emergency notification tool. Council Member Jacobson noted that the City of Torrance has used and tested a siren warning system and that we may learn from Torrance's experience. Mayor McDowell also requested that a cost estimate of a notification exercise be addressed. Mayor McDowell — Announced the upcoming rabies clinic. PUBLIC COMMUNICATIONS — (Related to City Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have receive value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. Loretta Frye, resident, spoke regarding the income tax services being provided to senior citizens at the Joslyn Center. Peggy Tyrell, resident, spoke regarding the trees being planted, and felt they were being planted too close together. Also inquired as to how they are to be watered. MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 9 5 '7 0 Richard Arabian, resident, spoke regarding the new water billing system and his displeasure of the process that has been adopted. Jane Friedkin, resident, spoke regarding property rights, and other property owners infringing on their neighbors rights. Julie Potter, resident, addressed the second unit issue, and suggested pre- framing be required prior to a building permit being issued. Liz Garnholz, resident, commented on "mansionization" and offered suggestions for control on building. She also reported on airport issues. Dean Shevel, resident, spoke on the deletion of the 439 bus route to downtown Los Angeles. He also spoke on tsunamis and notification systems. Jack Kenton, resident, spoke regarding the possible movement of the south runway at the airport, He also spoke on the Douglas Street gap closure project. Mayor McDowell requested an update on the Water billing system be agendized. MEMORIALS — adjourned in Memory of Walt Gurrera, Wiseburn School District Trustee. CLOSED SESSION - None ADJOURNMENT at 10:10 p.m. Cindy Mortesen, City Clerk MINUTES OF THE REGULAR CITY COUNCIL MEETING FEBRUARY 1, 2005 PAGE NO. 10 571 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action regarding a resolution in support of retaining the Los Angeles Air Force Base ( LAAFB) during the upcoming Base Closure and Realignment Commission (BRAC) process. RECOMMENDED COUNCIL ACTION: Recommendation — (1) Adopt a resolution in support of the Los Angeles Air Force Base during the upcoming BRAC process; (2) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: The Los Angeles Air Force Base Regional Alliance was formed in 2004 in an effort to prevent the possible closure of the LAAFB during the current BRAC process. The City of El Segundo actively supports the efforts of the Regional Alliance including contributions of $20,000 in 2004 and 2005. Recently the Regional Alliance requested that all of the participating cities pass resolutions in support of retaining the LAAFB. ATTACHED SUPPORTING DOCUMENTS: Resolution No. FISCAL IMPACT: None Operating Budget: N/A Amount Requested: N/A Account Number: N/A Project Phase: N/A Appropriation Required: None ORIGINATED BY: DATE: vJ� /� /� S Ja s M. Hansen, Director of Economic Development BY: Mary Strenn, ity Manager /9�S 572 s RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO SUPPORTING THE RETENTION OF THE LOS ANGELES AIR FORCE BASE BE IT RESOLVED by the Council of the City of El Segundo as follows: SECTION 1: The City Council finds and declares as follows: A. The Los Angeles Air Force Base, ( LAAFB) generates approximately 13,000 jobs as well as at least $8 Billion in annual contracts to local aerospace companies; and B. To financially and politically support the role of the LAAFB in our nation's war on terrorism, providing new, state -of- the -art, safe and efficient buildings in which the Air Force can carry out its missions is necessary; and C. History has demonstrated the potential costs of base closure with California alone loosing 29 defense installations and more than 92,000 direct jobs; and D. There is a project underway to relocate the outdated LAAFB facilities to new facilities which LAAFB estimates will generate approximately $3.5 Million in annual operations and maintenance savings; and E. It is in the public interest for the City to take all reasonable and necessary actions to help preserve jobs and local businesses that are dependent on the LAAFB. SECTION 2: That the continued operation of the LAAFB is critical to the local and regional economy. SECTION 3: That there is an urgent need to support efforts to retain the LAAFB. SECTION 4: Pledge the support of the City in efforts to retain the LAAFB. SECTION 5: The City Clerk is directed to certify the adoption of this Resolution; record this Resolution in the book of the City's original resolutions; and make a minute of the adoption of the Resolution in the City Council's records and the minutes of this meeting. 5 73 SECTION 6: This resolution will become effective immediately upon adoption and will remain effective unless repealed or superseded. PASSED, APPROVED, AND ADOPTED this 15th day of February 2005. Kelly McDowell, Mayor STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO 1 I, Cindy Mortesen, City Clerk of the City of El Segundo, California, hereby certify that the whole number of members of the City Council of the City is five; that the foregoing Resolution No. was duly passed and adopted by said City Council, approved and signed by the Mayor of said City, and attested to by the City Clerk of said City, all at a regular meeting of said Council held on the 15th day of February 2005, and the same was so passed and adopted by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: Cindy Mortesen, City Clerk 574 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Calendar AGENDA DESCRIPTION: Consideration and possible action regarding the approval of the examination plan for the Personnel Merit System job classification of Meter Reader /Repairer. RECOMMENDED COUNCIL ACTION: 1) Approve the Examination Plan; 2) Alternatively discuss and take other action related to this item. BACKGROUND & DISCUSSION: Section 1 -6 -9 of the El Segundo Municipal Code, entitled "Examinations ", provides that the Personnel Officer shall review and recommend to the City Manager, who in turn shall recommend to the City Council, an appropriate examination plan and weights for each portion of the examination for Personnel Merit System job classifications. Approval of exam plans for Merit System job classifications in all City Departments has been required since the passage of initiative Ordinance No. 586 in April 1962. - continued on next page - ATTACHED SUPPORTING DOCUMENTS: None FISCAL IMPACT: Operating Budget: Amount Requested: Account Number: Project Phase: Appropriation Required: _Yes X No ORIGINATED: DATE: February 2, 2005 re M. Plumlee, Director of Administrative Services EWED BY: DATE: /��`7 /yls Mary S anager Agenda 530 7 5 '7 BACKGROUND & DISCUSSION: For departments other than the Police and Fire Departments, the plan may consist of any one or combination of the following techniques: 1. Written; 2. Oral; 3. Demonstration; 4. Any evaluation of education, experience, or skills or physical fitness, which fairly evaluated the relative capacities of the applicants. Police and Fire Departments: The examination plan, for entrance or promotional, for the Police and Fire Departments, shall consist of a written examination and one or more of the following: 1. Oral; 2. Demonstration; 3. Any evaluation of education certification, experience, or skills or any test of manual skills or physical fitness, which fairly evaluates the relative capacities of the applicant. The following position's exam plan has never been established and is now being submitted to the City Council for approval. METER READER/REPAIRER Structured, Technical and Career Preparation Oral Interview (Closed - Promotional) Weighted 100% 576 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action regarding second reading and adoption of Ordinance No. 1381 adding a new Article E to Chapter 15 -4 of the El Segundo Municipal Code pursuant to California Government Code § 65852.2 affecting Second Dwelling Units. RECOMMENDED COUNCIL ACTION: 1) Second reading and adoption of Ordinance No. 1381 by title only; and /or 2) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: On February 1, 2005, the Council held a public hearing and discussed a proposed Ordinance that adds a new Article E to Chapter 15 -4 of the El Segundo Municipal Code affecting second units. The proposed Ordinance consolidates, clarifies and implements the existing regulations for second units in the R -1 Zone through the addition of a new article to the El Segundo Municipal Code. Second dwelling units must comply with all applicable, health and safety codes and are subject to the City's plan review process which is consistent with the process for all building construction in the City. on next ATTACHED SUPPORTING DOCUM 1. Exhibit A - Ordinance No. 1381 FISCAL IMPACT: None Operating Budget: N/A Amount Requested: N/A Account Number: N/A Project Phase: N/A Appropriation Required: No ORIGINATED BY: DATE: January 18, 2005 Lonewzurjis, Sei Dir or Pl-anning and Building Saf t y /Acting City Engineer REVIEWED BY: DATE: 577 BACKGROUND & DISCUSSION: (cont.) A lot proposed for a second dwelling unit must form a common boundary with a lot or lots zoned for R -3 [Multi - Family Residential], P [Automobile Parking], C -RS [Downtown Commercial], C -2 [Neighborhood Commercial], C -3 [General Commercial], CO [Corporate Office], or MU [Mixed Use]. Planning staff has determined that 40 properties meet this requirement under the City's current Zoning designations. At the hearing the City Council voted to remove a requirement in the Ordinance that one of the two units be owner occupied. None of all regulations in the Ordinance changes the regulations in the R -1 Zone. PAPlanning & Building Safety \Sju6is \Staff Reports Part 2\2nd unit ordinance\FINAL 02 -15-05 2nd unit ordinance.doc 578 EXHIBIT A ORDINANCE NO. 1381 AN ORDINANCE ADDING A NEW ARTICLE E TO CHAPTER 15- 4 OF THE EL SEGUNDO MUNICIPAL CODE PURSUANT TO GOVERNMENT CODE § 65852.2 AFFECTING SECOND DWELLING UNITS. The Council of the City of El Segundo does ordain as follows: SECTION 1: The City Council finds and declares as follows: A. This Ordinance is consistent with the City's procedures and standards as set forth in the El Segundo Municipal Code (`SSMC ") and State mandates regarding Second Unit housing. B. Amendments to the ESMC affecting second dwelling units complies with the Land Use Element of the General Plan by providing alternative means of housing for our divergent and expanding populace. C. Amending the ESMC will not have a significant adverse impact upon local or regional housing needs, but will help to provide a variety of housing types, from single living to convalescent care, and will aid in meeting regional housing needs. D. It is in the public interest to adopt this Ordinance in compliance with Government Code § 65852.2. E. As demonstrated in the recently adopted Circulation Element (EA No. 579 and GPA No. 02 -1), and its accompanying FEIR (certified September 7, 2004) traffic volume continues to increase within the City's jurisdiction and numerous intersections are currently at less than desired levels of service, requiring, among other things, improvements to a number of traffic intersections, street construction, and other mitigations which are not projected to be completed for an extended period of time. F. There are currently approximately 16,033 residents in El Segundo. The residential zones in El Segundo are located within approximately .84 square miles of an approximately 5.46 square mile City which results in a relatively high density of housing in a relatively small area and resulting in intense on- street parking. The remainder of the City is zoned for industrial and commercial uses which are not suitable for housing. G. To help avoid additional significant traffic impacts, preserve the enjoyment of the R -1 Zone consistent with the goals and policies of the current General Plan, and avoid the adverse noise and parking impacts associated with increasing the Page I of 6 579 density of the R -1 Zone, the City Council believes that it is in the public interest to continue to limit construction of second dwelling units within R -1 zones to the particular areas that are currently allowed under ESMC §§ 15 -4A -2 (A) and (J), 15- 4B -2(B), and 15 -4C -2. SECTION 2: A new definition is added to ESMC § 15 -1 -6 to read as follows: "'Second dwelling unit' means independent living facilities of limited size (based upon lot coverage which includes the size of the second dwelling unit as well as the primary dwelling unit on the parcel) that provides permanent provisions for living, sleeping, eating, cooking and sanitation located on the same parcel as a single - family dwelling and either attached or detached from the single - family dwelling but share no common interior passageways." SECTION 3: A new Article E is added to ESMC Chapter 15 -4 to read as follows: "ARTICLE E. SECOND DWELLING UNITS." 15 -4E -1 Purpose. This Article is adopted pursuant to Government Code § 65852.2 for the purpose of consolidating, clarifying, and implementing the City's regulation of second dwelling units. Because second dwelling units tend to increase the volume of vehicle traffic within the City, street parking, noise, and other negative impacts, this Code restricts the location of second dwelling units within single family residential zones as set forth in this Article and elsewhere within this Title. Increased traffic not only impacts existing public infrastructure, such as streets and intersections, but degrades air quality, increases noise, and can introduce pollutants into the City's storm drains. Further, the density of housing within the City's jurisdiction, when coupled with the industrial, commercial, and airport uses prevalent throughout the City, impacts aesthetics; public health and safety; and public welfare by increasing the demand for public services. Moreover, because of the limited parking throughout the City, this Article makes the findings needed by the Government Code to require additional off - street parking for second dwelling units in single - family residential zones. 15 -4E -2 Location in R -1 Zones. In accordance with § 15- 4A -2(J), second dwelling units are allowed as a matter of right anywhere within an R -1 zone if they meet the following zone requirements: A. Lots upon which the second unit is to be constructed when the side lot line must form a common boundary with a lot or lots zoned for R -3 [Multi - Family Residential], P [Automobile Parking], C -RS [Downtown Commercial], C -2 Page 2 of 6 580 [Neighborhood Commercial], C -3 [General Commercial], CO [Corporate Office], MU -N [Urban Mixed -Use North] or MU -S [Urban Mixed Use South]; and, B. The real property proposed for the second unit cannot consist of more than one lot; and C. The real property cannot be more than fifty (50) feet wide; or, D. Where a single family dwelling unit containing seven hundred (700) square feet or less exists on the rear portion of the lot and was placed thereon prior to, or for which a building permit was issued prior to December 26, 1947, in conformance to the requirements of Ordinance 293 of the City a second detached unit may be erected on the front portion of the lot, whereupon the dwelling on the rear portion of the lot shall assume the status of a nonconforming use as defined herein, but may be expanded to a maximum of seven hundred (700) square feet. 15 -4E -3 Location in R -2 and R -3 Zones In accordance with the requirement of §§ 15- 4B -2(B) and 15 -4C -2, second dwelling units are allowed as a matter of right anywhere within R -2 and R -3 Zones as these zones already allow for more than one dwelling unit. This Section 15 -4E -3 does not grant additional rights to construct second dwelling units beyond the rights already set forth in Title 15. 15 -4E -4 General Requirements. A. Lot Area. All lots must conform with the lot area, width and depth requirements of the underlying zone. B. Minimum Yard Requirements. The minimum front, side and rear setbacks of the underlying zone provisions apply to any second unit. C. Design. Each unit must be designed to be compatible with the main dwelling. The design must consider the use of the same exterior materials, roof covering, colors, and other architectural features as the main residence. D. The second unit must comply with applicable building, health and fire codes. E. It is prohibited to have more than one second dwelling unit per lot. A second dwelling unit may only be built on a site which contains another residence or in conjunction with the construction of a main residence. Access. The second unit must be served by the same driveway access to the street as the existing main dwelling. G. Common entrance. If the second unit is attached to the main dwelling, both the Page 3 of 6 581, second unit and the main dwelling must be served either by a common entrance or a separate entrance to the second unit must be located on the side or at the rear of the main dwelling. 15 -4E -6 Parking for R -1 Zones. A. Pursuant to Government Code § 65852.2, the City finds that the requirement that a second dwelling unit on Single - Family Residential (R -1) property maintain two parking spaces is consistent with existing neighborhood standards applicable to existing dwellings. Because the square footage of second dwelling units are not limited except by lot coverage restrictions (allowing large multi- bedroom units which tend to create the need for more than one parking space), the required parking is directly related to the use of a second dwelling unit. Requiring two parking spaces per dwelling unit is consistent with existing neighborhood standards since two parking spaces are required in all residential zones throughout the City. Off - street parking is allowed in rear and side yard setback areas in the rear third of a lot and tandem parking is also permitted. B. Offstreet Parking. Off - street parking spaces must be provided for a second dwelling unit in addition to that required for the main residence. The number and type of parking spaces must comply with § §15 -15 -3 and 15 -15 -5 as they relate to two- family dwellings. The required parking space may not block any required existing enclosed space for the existing underlying zone, nor conflict with access to a required parking space. 15 -4E -7 Plan review process. A. The review process is necessary to ensure that development standards are complied with and that proposed buildings, structures and uses maintain the integrity of the zone and are compatible with other buildings and structures in the zone. B. A plan must be filed with the Planning and Building Safety Department on a form supplied by that department and contains the following information: I. The use to which the property will be put; 2. An accurately dimensioned plot plan showing existing and proposed topography, all existing and proposed buildings and structures, off - street parking, landscaping areas, walls and fences, and all existing or proposed streets adjacent to the property; 3. The dimension of all yards, setbacks, parking areas, driveways, walls and fences, and square footage of all building or other structures; and Page 4of6 582 4. The floor plans, sections and elevations of all buildings and structures proposed with a notation of the type of material to be used, the color, and a material sample. C. The applicant must pay a filing and processing fee, in an amount set by city council resolution when filing an application for plan approval. D. The Planning and Building Safety Director will provide the applicant with a written decision regarding the application. The decision of the director is final unless an appeal is filed in accordance with this Code. SECTION 4: The term "Two Family Dwelling" in Section 15 -4A -2 (J) is replaced with the term "Second dwelling unit." SECTION 5: If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the city council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable. SECTION 6: Repeal of any provision of the El Segundo Municipal Code does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance. SECTION 7: The City Council determines that this ordinance is exempt from review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA ") and the regulations promulgated thereunder (14 California Code of Regulations §§ 15000, et seq., the "State CEQA Guidelines ") because it consists only of minor revisions and clarifications to an existing zoning code and specification of procedures related thereto and will not have the effect of deleting or substantially changing any regulatory standards or findings required therefor. This ordinance is an action that does not have the potential to cause significant effects on the environment. SECTION 8: The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of El Segundo's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law. SECTION 9: This Ordinance will take effect on the 31st day following its final passage and adoption. Page 5of6 583 PASSED AND ADOPTED this day of 2005. ATTEST: Cindy Mortesen City Clerk APPROVED AS TO FORM Mark D. Hensley, City Attorney Lm Karl H. Berger, Assistant City Attorney Kelly McDowell, Mayor P: \Planning & Building Safety\PR0JECTS \651- 675 \659\2nd Unit Ordinance Exhibit A CC Final.doc Page 6of6 5$11 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action to withdraw award of the contract to HH Construction and award a contract to Premium Construction for replacement of playground equipment at the Holly- Kansas Park - Approved Capital Improvement Project - Project No. PW 04 -09 - (Fiscal Impact = $81,810). RECOMMENDED COUNCIL ACTION: Recommendation — (1) Withdrawal award of the contract to HH Construction; (2) Award contract to the second lowest responsible bidder, Premium Construction; (3) Authorize the City Manager to execute the construction contract on behalf of the City; and /or (4) Alternatively, discuss and take other action related to this item BACKGROUND & DISCUSSION: On December 21, 2004, the City Council awarded a contract to HH Construction for replacement of playground equipment at Holly- Kansas Park in the amount of $81,300. The contract package was mailed to HH Construction for signature, faithful performance, Material and Labor bonds and necessary insurance documentations on December 21, 2004. (Background and discussion continued on the next page......) ATTACHED SUPPORTING DOCUMENTS: Notice of Withdrawal letter from HH Construction FISCAL IMPACT: Capital Improvement Program: Amount Requested: Account Number: Project Phase: Appropriation Required: Seimone Juriis, Dille REVIEWED BY: Ma $87,410 $81,810 301- 400 - 8202 -8978 ($74,610) 301 - 400 - 8201 -8573 ($12,800) Award of Contract X Yes _ No ($6,500 to be funded from JHBP Grant) lanning and Build DATE: February 9, En 2 -15 -05 Award of Contrail to Premium Conatmction for Replacement of playground Equipment at the Holly — Kansas Park PIN 04 -09 585 J BACKGROUND & DISCUSSION: (continued) On January 31, 2005, the City received a notice of withdrawal letter from HH Construction indicating that the company is not able to obtain the insurance documentation required by the City. Staff notified the second lowest responsible bidder, Premium Construction. They were in agreement to perform the work and honor their bid amount of $81,810. The City was awarded a grant in the amount of $74,610 from the Los Angeles County Regional Park and Open Space District, from which $68,500 was allocated for the replacement of the playground equipment. The deadline to use this grant is June 30, 2005. The City also received a grant from the Job Housing Balance Incentive Grant Program (JHBP) in the amount of $6,500 for purchase of playground equipment. The JHBP grant was approved by the City Council on November 5, 2003. The additional fund needed to award the contract was allocated from the savings from the Downtown Specific Plan Improvement Project. Staff contacted and received favorable references for Premium Construction. Staff recommends canceling the contract with HH Construction and award of contract to Premium Construction in the amount of $81,810. 2 -15 -05 Award of Contract to Premium Construction for Replacement of playground Equipment at the Holly— Kansas Perk PW 04 -09 JAN -31 -2005 03:10 PM HHCONSTRUCTION 805 527 4612 P.02 HH Construction 2828 Cochran Stree4 Suits 320 Simi Valley, CA 93063 Phone — (805) 526 -9437 Fax — (805) 327 -4612 Moray 31, 2005 City of El Segundo Public Works Dept. 3500 Main Street El Seguado, Ca Alto: Mwyam Jones Re: Holly/Kansw park Dear Ms. Jones; Please accept this letter ae notice of withdrawal for the above ummened project. After masy Lotus apent between HK Construction and as hu urance Company, ae well as other itlanaoce ournpaniea. At this time we are unable to accommodate your requircrom s for insurance. We apologize for may inconvenience this has caused your deparhnent. Sincerely. 40� Hama Huns" HR Construction 58" EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action regarding the authorization of a license agreement for the encroachment of an awning located at 319 Main Street. RECOMMENDED COUNCIL ACTION: 1) Approve License Agreement as to form approved by the City Attorney; and /or 2) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: The existing building located at 319 Main Street has been undergoing a remodel that includes a new aluminum awning. The awning will be nine feet six inches (9'— 6 ") above the sidewalk and project five feet nine inches (5'— 9 ") from the exterior face of the building. Title 9 -2 -1 of the El Segundo Municipal Code requires Council authorization before any structure can permanently encroach into the public right -of -way. The encroachment will not impact the sidewalks day -to -day use. ATTACHED SUPPORTING DOCUMENTS Site plan and elevation view FISCAL IMPACT: None. Operating Budget: Amount Requested: Account Number: Project Phase: Appropriation Required: ORIGINATED BY: DATE: February 7, 2005 Seimone Jurjis, Director Planning and Building Safety / Acting City Er REVIEWED BY: DATE: Mary Strenn, �r ow P: \PUBLIC WORKS \COUNCIL STAFF REPORTS \FINAL 02 -15 -05 License Agreement far Encroachment of a awning at 319 Main Street.doc 10 s ELI 319 MAIN STREET FACE OF BUILDING PROPOSED PERFORATED ALUMINUM F- AWNING ( > PLAN VIEW MAIN STRE CV r SIDEWALK OF CURB Q MAIN STREET M •► 319 MAIN STREET EXHIBIT "All 589 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2004 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action regarding adoption of plans and specifications for four public works projects at the George E. Gordon Community Clubhouse: Interior Painting Project - Project No. PW 05 -03 (Estimated cost = $16,000.00); Plumbing Refurbishment Project - Project No. PW 05 -02 (Estimated cost = $15,000.00); HVAC Refurbishment and Maintenance Project - Project No. PW 05 -04 (Estimated cost = $31,000.00); Roof Refurbishment and Maintenance Project - Project No. PW 05 -05 (Estimated cost = $16,500.00). RECOMMENDED COUNCIL ACTION: Recommendation — (1) Adopt plans and specifications; (2) Authorize staff to advertise the four projects for receipt of bids; and /or (3) Alternatively discuss and take other action related to this item. BACKGROUND & DISCUSSION: Pursuant to City Council direction, the Clubhouse will reopen this spring. In order to accomplish this, a variety of maintenance and repairs must be performed including interior painting, plumbing refurbishment, and refurbishment and maintenance of the HVAC system and roof. Originally, the scope of work required to reopen the Clubhouse was believed to be general maintenance projects. However, upon continued evaluation of the work required, the costs of the work exceeded $5,000.00 per project, thus necessitating that the painting, plumbing, HVAC repairs and roof repairs be bid as public works projects. (Please see attached page marked 'Background and Discussion ") ATTACHED SUPPORTING DOCUMENTS: None FISCAL IMPACT: Operating Budget: $78,500.00 Amount Requested: $78,500.00 Account Number: 301 - 400 - 8202 -8490 ($50,000.00) 405 -400- 0000 -6215 ($20,000) 001 -400- 2601 -6206 ($8,500.00) Project Phase: Adoption of plans and specifications Appropriation Required: No ORIGINAJ5�,Y: DATE: February 8, 2005 Mc Twvcu 0T: DATE: Mary Stren , City Manager �1s 11 590 Background and Discussion (con't): The scope of the interior painting project provides for the preparation, patching, priming, and painting of all painted surfaces inside of the building excluding storage areas and the inside of cabinets. The ceilings will be repaired and repainted except in the auditorium area. The total estimated cost of the project is $16,000.00. The scope of the plumbing project includes refurbishing all fixtures in the building and replacement of all flush valves and faucets. In addition, all drain lines will be cleaned approximately 100 feet to the main drain. The total estimated cost of the project is $15,000.00. The air conditioning systems and equipment require extensive repair and refurbishing, and one unit is in need of replacement. The scope of the HVAC project includes rebuilding, repairing and replacing the system as required and that all units are put into good condition. Estimated cost for repairs is $25,000.00. Once the system is in place, an annual maintenance contract is required (approximately $6,000.00). The total estimated cost of the project is $31,000.00. The roof systems are in poor condition with several leaks around the air conditioning duct work and deteriorated areas. The scope of the project includes repair and refurbishment of the roof in order to extend the roof's working life for up to five years. Estimated cost for repairs is $14,000.00. Once the roof is repaired, an annual maintenance contract is required (approximately $2,500.00). The total estimated cost of the project is $16,500.00. It is anticipated that the plumbing work and HVAC repairs may not be fully completed by the scheduled reopening of the Clubhouse in April. However, the building will be functional while work continues. Funding for the repairs would come from the 2004/2005 Capital Improvement Budget ($50,000), the City's Scheduled Preventative Maintenance budget ($20,000) and the Government Buildings Contractual Services account ($8,500). 591 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2004 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action to approve and send a letter supporting the West Basin Municipal Water District's Proposition 50 grant applications to develop the West Basin Seawater Desalinization Project and Demonstration of Integrated Membrane Seawater Desalinization Project RECOMMENDED COUNCIL ACTION: 1) Authorize the Mayor to forward the attached letter supporting the West Basin MWD's Proposition 50 grant applications; 2) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: The West Basin Municipal Water District has requested the City to send a letter supporting it's continuing efforts to generate desalinated water in El Segundo. Specifically, West Basin has forwarded three Proposition 50 grant applications related to that effort: $250,000 for a feasibility study related to examine the permitting requirements for a coastal seawater desalinization plant co- located with the existing Dynegy facility; $1,000,000 for a Pilot -scale Research and Development Study for novel seawater desalinization technologies; and (Please see attached page marked "Background and Discussion ") ATTACHED SUPPORTING DOCUMENTS: Letter supporting the West Basin Municipal Water District's Proposition 50 grant applications for seawater desalinization projects. FISCAL IMPACT: N/A Operating Budget: Amount Requested: Account Number: Project Phase: Appropriation Required: _Yes X No Mary St n, City Manager �k5 _ 12 592 Background and Discussion (con't): $2,499,716 for a Integrated Membrane Seawater (Single -Pass RO) Desalinization Demonstration Facility which would have an estimated final capacity of 500,000 gallons of water per day. These projects represent a natural expansion of the successful pilot seawater desalinization project that West Basin has operated near the Dynegy facility over the past three years. It appears that the integrated membrane single pass RO technology is yielding high quality potable desalinated seawater, and West Basin is seeking to take the next step in determining the ultimate viability of that approach as a part of maintaining a stable supply of potable water in the area. Once implemented, West Basin has concluded that it would be able to generate 500,000 gallons of potable water per day as a result of its planned desalinization efforts. Staff recommends that the City Council support those efforts and authorize the Mayor to forward the attached letter. It should noted that if this project goes forward, it would utilize most of the land adjacent to the Dynegy facility where the storage tanks are currently located and scheduled to be demolished as a part of the power plant repowering approved recently by the California Energy Commission. 593 GAT Y 08> 4 Kelly McDowell, Mayor SEGVlZ Elected Officials: Kelly McDowell, Mayor John G. Gaines, Mayor Pro Tom Jim Boulgarides, Council Member Eric Busch, Council Member Carl Jacobson, Council Member Cindy Mortesen, City Clerk Ralph Lanphere, City Treasurer Appointed Officials: Mary Strem , City Manager Mark D. Hensley, City Attorney Department Directors: Jeffrey Stewart, Assistant City Manager/ Public Works Bret Plumlee, Administrative Services James Hansen, Economic Development Norm Angelo, Fire Chief Debra Brighton, Library A Cable Services Seimone Judis, Planning and Building Safety Jack WaA Police Chief Stacia Mancini, Recreation A Parks www.elsegundo.org February 9, 2005 Debra Gonzalez Environmental Scientist Office of Water Use Efficiency California Department of Water Resources P.O. Box 942836 Sacramento CA 94236 -0001 Barbara Evoy Chief of Division of Financial Assistance State Water Resources Control Board Water Recycling Funding Program P.O. Box 944212 Sacramento CA 94244 -2120 RE: Support for West Basin Municipal Water District's Prop. 50 Grant Applications Dear Ms. Gonzalez and Ms. Evoy: The City of El Segundo is pleased to express its strong support for West Basin Municipal Water District's Proposition 50 Grant Applications for the West Basin Seawater Desalination Project, including funding for Feasibility ($250,000), Pilot -Scale Research and Development ($1,000,000) and an Integrated Membrane Seawater (Single -Pass RO) Desalination Demonstration Facility ($2,499,716). Our City strongly supports West Basin MWD in its efforts to enhance our local region's water resource infrastructure through the development of seawater desalination. West Basin MWD's leadership role in public utility seawater desalination research has positioned it well to take maximum advantage of State Prop. 50 funds for additional larger scale desalinization projects. West Basin MWD currently operates a Seawater Desalination Demonstration Pilot Project which has enabled valuable operational and water quality research to be performed on a limited scale. The grant funding requested by West Basin MWD represents an appropriate and effective use of available Proposition 50 funds. Please give the West Basin Municipal Water District's Proposition 50 Grant Applications your fullest consideration. We feel that these continued efforts will have a positive input on the West Basin Municipal Water District's ability to supply clean potable water for local residents Sincerely, Kelly McDowell Mayor 350 Main Street, El Segundo, California 90245 -3813 Phone (310) 524 -2302 FAX (310) 322 -7137 5(4"i EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action to approve an amendment to a license agreement between Southern California Edison Company and the City of El Segundo to provide pedestrian access from Douglas Street to the Metro Green Line Station. (Estimated Cost = $6,070) RECOMMENDED COUNCIL ACTION: Recommendation — (1) Approve amendment to license agreement; (2) Authorize the City Manager to execute the agreement on behalf of the City; (3) Approve a payment of $6,070 to Southern California Edison Company; (4) Alternatively discuss and take other action related to this item. BACKGROUND & DISCUSSION: Douglas Street, north of the Metro Green Line Station and south of Alaska Avenue currently dead -ends at the Southern California Edison Company right -of -way. Access from this dead - end to the Metro Green Line Station is provided by a walkway through the Edison property by means of a license agreement given by Edison to the City. This agreement expired on December 31, 2004 and Edison has required the City to extend the agreement for one more year should the City want to continue the public pedestrian access to the Green Line Station. The annual fee for this license agreement is $6,070.00. ued on next page) ATTACHED 1. License Agreement. 2. Location map. FISCAL IMPACT: Capital Improvement Program: $4,950,000 Amount Requested: $6,070 Account Number: 301 - 400 - 8202 -8949 Project Phase: Caltrans Review Appropriation Required: No ORIGINATED BY: DATE: February 1, 2005 Seimone Jurjis/,Dirp for of Planning and Building Safety / Acting City Engineer kz__ �j r ga Mary Str nn, City Manager � A P: \PUBLIC WORKS \COUNCIL STAFF REPORTS\ 2005 \StaffReport.SoCAEd.CC2.15.05.doc 3 595 STAFF REPORT — FEBRUARY 15, 2005 Background & Discussion: (cont.) Page 2 Staff recommends that this agreement be extended for one year so that pedestrian access to the station can be maintained at least until start of construction of the Douglas Street Project in July 2005. Depending on the construction contractor's operations, the walkway may be needed during the early phases of construction. At the time the walkway is not needed after start of construction, upon notification, Edison will cancel the license and refund the unused portion of the license fee. 596 PAPUBLIC WORKS \COUNCIL STAFF REPORTS\ 2005 \StaffReport.SoCAEd.CC2.15.05.doc fir•,. SOUTHERN CALIFORNIA EDISON' An EDISM 1 A 11RNAT10NAL' Campnm City of El Segundo 350 Main Street El Segundo, CA 90245 -3895 Attention: Bellur Devaraj, City Engineer Subject: Amendment to License Agreement Parking/Equipment &Material Storage N/S Douglas Street @ AT &SF RR SCE Account No. 3722 Dear Mr. Devaraj: RECEIVEr) jAN 17 2m January 6, 2005 The enclosed Amendment to License Agreement extends the term of the subject License Agreement an additional year, per our recent communication. Please have the proper officials sign and return the Original Amendment to this office along with a check for the annual fee of $6,070.00. Retain the File Copy of the Amendment for your records. Make the check payable to Southern California Edison Company and forward it along with the signed Amendment to this office. Enclosed is a self addressed envelope for your use in this regard. Should you have any questions, please call me at (714) 934 -0833. Sincerely, Alice Likely (/ Right of Way Agent Enclosures Corporate Real Estate 14799 Chestnut Street :� F'1 Westminster. CA 92685 U t t i "''" l L Property No. PLENS732J34 Account No. 3722 LICENSE AGREEMENT AMENDMENT IT IS MUTUALLY AGREED that the License Agreement entered into on November 21, 2002, between SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, as Licensor, and the CITY OF EL SEGUNDO, a municipal corporation, as Licensee, covering that certain real property in the county of Los Angeles, State of California, as described in said License Agreement and being the parcel delineated on the print attached hereto and made a part hereof, marked Exhibit "A" for the term commencing on the first day of January, 2003, and ending on the last day of December, 2004, is hereby amended as follows: Article 2. Term: Unless otherwise terminated as provided herein, this agreement will be in effect for one (1) additional year commencing on the first day of January, 2005 and ending on the last day of December, 2005. Article 3. Consideration: Licensee will pay to Licensor the sum of Six Thousand Seventy dollars and no cents ($6,070.00). Except as otherwise herein provided, it is mutually understood and agreed that all terms, covenants, and conditions of said License Agreement shall be and remain in full force and effect. DATED AS OF , GGS SOUTHERN CALIFORNIA EDISON COMPANY, a corporation Alice Likely Right of Way Agent Real Estate Operations Corporate Real Estate CITY OF EL SEGUNDO A MUNICIPAL CORPORATION Print Title: /al APPROVED AS TO FORM City Attorney LICENSOR LICENSEE Page 1 of 2 5.98 � 1 vi Q i n z J O 76• 179.49' t �® I � I• 10 FT. PEDESTRIAN p WALKWAY SEE DETAIL BELOW N 50_31 '2E up/ r4¢ 0 p�oA d1 P 0 100 200 400 SCALE IN FEET PROP. 15' SLIDING GATE ! 487't 3D0.00' S.C.E. Co. 2 R/ - +I _ i W 0 N 16' ACCESS RD. A. T. & S. F. RY.T El �o a GIs, W m N N O o` 0 46,50- -1D FT. PEDESTRIAN WALKWAY LEGEND N O LANDS OF SOUTHERN CALIFORNIA EDISON CO. BEING LICENSED TO THE CITY OF EL SEGUNDO © APPROXIMATE STEEL POLE LOCATION (25' CLEARANCE) DETAIL H APPROXIMATE H -FRAME LOCATION (10' CLEARANCE) NOT TO SCALE TOTAL AREA(GROSS) SQ.FT. 7546 AC. 0.773 EXHIBIT " A 51 FACILITY NAME: EL NIDO- SEPULVEDA CULVER BBKY T/L R/W P.I.D. NO. ACCT. NO.: 3722 -- PROPERTY NO.: PLENS732J34 CITY: EL SEGUNDD T.G.: 732/J3 PERMITTEE: CITY OF EL SEGUNDO R/P AGENT: STEVEN ALFORD COUNTY: LOS ANGELES STATE: CA LAND MAPPING: SPECIALIST: C. E. LAMPINO T/S APPROVAL: SANDERS MAP NO.: 520579 M.S.: / Ceogrophrc /nforrrtaGon Services OTHER REF.: ASSESSORS MAP 4138 -12 DATE: J "'� ReaI Properties & Administrative Services 5 Southem California Edison Compan File Name: P94WO224.DWG EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDAHEADING: Consent Agenda AGENDA DESCRIPTION: Consideration and possible action regarding approval of a piggyback purchase on the County of Orange Contract #TSZ12 for the purchase of two full size sedans with police packages. The total purchase price will not exceed $40,300.00. RECOMMENDED COUNCIL ACTION: Recommendation — (1) Approve the purchase of two full size sedans with police packages; (2) Pursuant to El Segundo Municipal Code Sec. 1 -7 -10, waive the formal bidding process based upon a piggyback purchase on the County of Orange Contract #TSZ12; (3) Approve the auction sale of the two replacement vehicles and place those funds back into the General Fund Account (001- 300 - 0000 - 3901); and (4) Alternatively discuss and take other action related to this item. BACKGROUND & DISCUSSION: The FY 2004/2005 Equipment Replacement Fund identifies two police cars scheduled for replacement. Both units are well over 100,000 miles and display significant wear and tear. Due to the condition of the vehicles, staff recommends the units be auctioned rather than rotated back into stock and two new sedans with police packages replace the units. The purchase will be piggybacked on the County of Orange Contract #TSZ12 and will not exceed $40,300.00. ATTACHED SUPPORTING DOCUMENTS: None FISCAL IMPACT: Operating Budget: $50,000 Amount Requested: $40,300 Account Number: 601 - 400 - 3101 -8105 Project Phase: Vehicle Purchase Appropriation Required: No Rol 14 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent AGENDA DESCRIPTION: Consideration and possible action regarding the request to waive fees for city services for the El Segundo Little League and Girls Softball Opening Day parade. Fiscal Impact: $1,979. RECOMMENDED COUNCIL ACTION: (1) Waive fees for city services needed for securing the parade (2) Alternatively, discuss and take other action related to this item BACKGROUND & DISCUSSION: The El Segundo Little League and El Segundo Girls Softball Association have traditionally put on a short parade as part of their Opening Day ceremonies. The parade begins with the staging at 8 a.m. in the Joslyn Center parking, officially hitting the streets at 10 a.m. The parade runs from the Joslyn Center in Recreation Park, up Grand Ave, to Main St and back down Pine Street back to Recreation Park to their respective fields of play. The conclusion of the parade is estimated within one hour from the start time. There is a minimum of cost for Police and Public support which is already budgeted. The attached request is for the waiving of fees, although budgeted, not incurred by the Leagues. These fees have been approved for fee waiver by City Council. ATTACHED SUPPORTING DOCUMENTS: Letter of Request from, Lena Weinger, the League's Ceremonies Chairperson FISCAL IMPACT: Operating Budget: $1,979 Amount Requested: None Account Number: 001 - 400 -4202 -6224 — Public Works 1 001. 400 - 3104 -4103 - Police Appropriation Required: _Yes _X_ No • S Mary , Stre City Manager �jJ' 15 602 To El Segundo City Council: On behalf of the El Segundo Little League and the El Segundo Softball League, I would like to request a permit to hold a parade on February 26, 2005. If possible, we request that the fees associated with this event be waived as we are a non -profit group. We would like to begin organizing at 9:OOAM in the parking lot adjacent to the Joslyn Center, and would require the entire lot to assemble the players. The parade would then leave the parking lot, proceed down Grand Avenue, heading west to Main Street. The group would go north on Main Street, and turn east on Pine, arriving at the entrance of the park. At this point, the El Segundo Softball League would turn south on Eucalyptus to the girl's softball field. The El Segundo Little League would proceed to George Brett Field. Only one side of Main Street is needed. The event at George Brett Field would require speakers, and a microphone. Two speakers would need to fact out, and two would need to face the crowd. Any help you can provide for this event would be very much appreciated. Best regards, i Lena Weinger Ceremonies Chairperson (310) 640 -9685 (I) (310) 426 -6204 (W) 60,1 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent AGENDA DESCRIPTION: Consideration and possible action regarding the Special Permit request to waive fees for the El Segundo Neighborhood of the Angeles Girl Scout Council for their Annual Tasting Bee and Cultural Fair. (Fiscal Impact: $144) RECOMMENDED COUNCIL ACTION: 1. Approve Special Event Permit request to waive fees for El Segundo Neighborhood of Angeles Girl Scout Council to host their Annual Tasting Bee and Cultural Fair at the El Segundo Teen Center on Saturday, Feb. 26, 2005. 2. Alternatively, discuss and take other action regarding this item BACKGROUND & DISCUSSION: The El Segundo Neighborhood of Angeles Girl Scout Council has hosted their Annual Tasting Bee and Cultural Fair at the El Segundo Teen Center for approximately the past seven years. The only City cost associated to their use of this facility is for facility staff, who will open the center and assist as needed for basic facility use throughout the event. The Tasting Bee and Cultural Fair is open to the public, with all Girl Scout activity ending just prior to the opening of the Teen Center at 2:30 p.m. The El Segundo Girl Scout troops come together at the Teen Center each representing a different culture. They have their own areas decorated and provide ethnic food samples as well. Some troops will be volunteering to do demonstrations and skits on stage which are representative of their culture. ATTACHED SUPPORTING DOCUMENTS: Letter of IMPACT: to waive fees associated with event 44 Operating Budget: $144 Amount Requested: $144 Account Number: 104 - 400 - 5205 -4102 (Teen Center Part time staffing) Project Phase: N/A Appropriation Required: _Yes X No ORIGINATED: DATE: February 1, 2005 YkAtj & Judy Andoe REVIEWED DATE: 0r 604 16 El Segundo Neighborhood Girl Scouts Debra Jacobson, Leader 314 W. Maple Avenue El Segundo CA 90245 January 5, 2005 To Whom It May Concern; I'm writing to request special consideration for waiving the fees for the annual Girl Scout Cultural Fair and Tasting Bee. This annual fund - raising event is where troops in the El Segundo Neighborhood represent various countries throughout the world by learning of their people, culture and preparing food items from that country. These items are then sold for a minimum cost. Once troop funds have been recouped, the profit from the event is donated to the Juliette Low Fund which allows underprivileged Girl Scouts to apply for a grant to participate in Wider Ops and other official Girl Scout activities; thus benefiting all parties by learning to both give and receive service. The El Segundo Neighborhood has enjoyed working with the City on this event for many years, the last seven at the Teen Center. We are grateful for your past support and look forward to another successful event in 2005. Sincerely, Debra Jacobson 605 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Calendar AGENDA DESCRIPTION: Consideration and possible action regarding the purchase of Self Contained Breathing Apparatus (SCBA) from Allstar Fire Equipment, Inc., utilizing funds from the USFA/Federal Emergency Management Agency (FEMA) 2004 Assistance to Firefighters Grant Program. Fiscal Impact: $121,200 (General Fund Fiscal Impact: $12,100) RECOMMENDED COUNCIL ACTION: 1) Approve the purchase of twenty -six (26) complete SCBA units, and forty-one (41) SCBA face pieces, under the FEMA 2004 Assistance to Firefighters Grant Program; 2) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: The purchase of new SCBA equipment extends protection for response to chemical, biological and other hazards at emergency incidents under five NFPA standards recently adopted by the Federal Department of Homeland Security (DHS). On September 21, 2004, Council approved the acceptance of $145,200 under the USFA/FEMA 2004 Assistance to Firefighters Grant Program. The grant is provided on a "90/10" cost formula; the federal government provides 90% and local government (under 50,000 population) provides a 10% cost share. In utilizing the grant award for the purchase of 26 SCBA units and 41 SCBA face pieces, the Fire Department's local cost share in this grant is $12,120 and is covered through the department's Equipment Replacement Fund for SCBAs; the federal cost share is $109,080. Continued next page ATTACHED SUPPORTING DOCUMENTS: None FISCAL IMPACT: Operating Budget: Amount Requested: Account Number: Project Phase: Appropriation Required: $145,200 $121,200 001 -400- 3202 -8104 - $109,100 601 - 400 - 3202 -8104, SCBA - $12,100 _Yes X No ORIGINATED BY: DATE: 02/01/05 Norm Angelo, Fire hief rcr-viewtu etr: DATE: / 000t�i =z Mary Strenn, City Manager 17 60G BACKGROUND & DISCUSSION, continued: The U.S. Department of Homeland Security, National Fire Protection Administration (NFPA), and the National Institute for Occupational Safety and Health ( NIOSH) require that all equipment purchased under the federal grants system for terrorism response meet NIOSH and Chemical, Biological, Radiological, and Nuclear (CBRN /NIOSH) rating standards. The purchase of the recommended SCBA units and face pieces meet three National Institute of Occupational Safety and Health ( NIOSH) standards for respirators to protect against chemical / biological /radiological /nuclear environments. As a department standard, the Fire Department has utilized Scott breathing equipment since 1993. The Scott breathing apparatus being requested meets the requirements for self - contained breathing atmospheres and response to terrorism environments. Although there are other companies that offer similar devices, the department has established Scott breathing apparatus as the standard to facilitate standardization for maintenance and infrastructure of the breathing apparatus program. Based on our history of proven reliability, Scott is deemed to be the most desirable and compatible source for our remaining Scott breathing apparatus /infrastructure. Additionally, Scott has received type acceptance for the NFPA, NIOSH, and CBRN standards under federal rules. At the request of the Purchasing, the Fire Department sent requests for price quotes to four vendors, initiating the process on 1/17/05 with a deadline for submission of 17:00 hours on 2/1/05. Two vendors returned quotes of $125,201.90 (Allstar Fire Equipment, Inc.) and $127,523.91 (Fischer Safety) within the specified deadline. After consideration to the price quotes submitted, as well as previous experience with the vendors, the department is recommending purchase through Allstar Fire Equipment Inc., who submitted the lowest price quote and has established an excellent service history with the Fire Department. In accordance with the City Council Policy regarding grant submissions: 1. The Federal Department of Homeland Security, under the Office for Domestic Preparedness (ODP), administers the grant program. 2. The total amount being requested is: $121,200 out of the $145,200 grant award 3. Matching Funds Cost -Share for this purchase — Local (10 %): $12,120 4. Matching Funds Cost Share for this purchase — Federal (90 %): $109,080 5. Source of Matching Funds Cost Share: Fire Department Equipment Replacement Funds for SCBA (Account # 601 - 400 - 3202 -8104) 6. The grant does not provide up front funding. Municipalities encumber the approved funds and are reimbursed by direct deposit through electronic funds transfer. 7. _Conditions required under this grant: a. All equipment purchased under the grant funding, if awarded, is required to be maintained and replaced under the city's capital equipment replacement standards. b. All equipment purchased under the grant funding must be entered into the city's terrorism grant inventory system prior to distribution. 6i()" EL SEGUNDO CITY COUNCIL AGENDA ITEM STATEMENT AGENDA DESCRIPTION: MEETING DATE: February 15, 2005 AGENDA HEADING: Consent Calendar. Consideration and possible action to replace a marked police vehicle that was totaled in a collision. City to seek pro rata compensation from the other involved party. Fiscal impact: $33,200.00. COUNCIL ACTION: 1) Approve purchase of replacement unit, 2) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: On December 18, 2004, ESPD unit # 55(black and white patrol car) was totaled in a collision. The CHP prepared a collision report and determined that the primary collision factor was the other party making an unsafe left turn. An associated factorwas the patrol unit being driven in excess of the posted speed limit. To maintain continuity with the new fleet and to take advantage of fleet pricing, the Police Department is requesting the purchase of a replacement unit be expedited. In addition to the cost of the unit, the cost of damaged equipment and labor required to "strip" the totaled unit have been included in the requested amount. The Risk Manager and City Attorney will be processing the claim to recover costs related to the replacement of unit #55. ATTACHED SUPPORTING DOCUMENTS: none FISCAL IMPACT: $33,200 Equipment Replacement Fund, which will be replenished if the City recovers the costs. Operating Budget: Amount Requested: $33,200 Account Number: 601 -400- 3101 -8105 Project Phase: Appropriation Required: _x_ Yes _ No ORIGIN BY: DATE: January 19, 2005 of Police REVIEWED BY: DATE: Mary Str�Manager f 18 6()S EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: Consent Calendar AGENDA DESCRIPTION: Consideration and possible action on the Police Department utilizing $50,000 of existing Citizens Option for Public Safety (COPS) grant funds to operate on an overtime basis, special enforcement details during the calendar year. (Fiscal impact: $50,000 from COPS grant fund) RECOMMENDED COUNCIL ACTION: (1) Approve the use of COPS grant funds for special enforcement details; 2) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: During the 1996 legislative session, the state government adopted legislation to provide block grant money for law enforcement purposes. Specific to the grant guidelines are that the funds be utilized for "front line law enforcement' and that they be used to supplement existing programs. In September, 2004, the City Council approved a request by the Chief of Police to utilize the existing, un- encumbered COPS grant funds to supplement "front line law enforcement' One of the proposals presented was the overtime funding of Special Enforcement details to target specific crimes including burglary, auto theft, robbery, Driving Under the Influence (DUI), or other crime trends identified by the Police Department. ATTACHED SUPPORTING DOCUMENTS: None FISCAL IMPACT: Operating Budget: $253,000 Amount Requested: $50,000 Account Number: 120.400- 000 -8104 Project Phase: Yes ORIGINATED BY: Jack Wayt, Chief of Police REVIEWED BY: Ml .�...... Mary Strenn, City Ma DATE: DATE: uary 19, 2005 �n9 19 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: New Business AGENDA DESCRIPTION: Consideration and possible action regarding the authorization of allowing a median cut on Continental Blvd. for the purposes of ingress and egress for the Computer Science Corporation (CSC) - 2100 E. Grand Avenue. (Estimated Cost: To be paid by CSC) RECOMMENDED COUNCIL ACTION: Approve an agreement as to form approved make a 42' median cut; and, Alternatively, discuss and take other action BACKGROUND & DISCUSSION: by the City Attorney authorizing CSC to related to this item. On November 4, 2004 Computer Science Corporation (CSC) sent a letter to the City outlining their desire to enhance the security to their facility located at 2100 East Grand Avenue at the corner of Grand Ave and Continental Blvd. To meet their security needs CSC has made several requests from the City. After several discussions staff has agreed to two of the requests. The first request is to change the merge lane on the east bound direction of Grand Avenue east of Continental Blvd into a third traffic lane. Their second request is to allow CSC to cut and remove 42 feet from center median of Continental Blvd south of Grand Ave. This is to allow the south bound traffic on Grand Ave. to ingress to their driveway located off of Continental Blvd. nued on next page... ATTACHED Roadway Improvement Plan Traffic Engineer's Reports FISCAL IMPACT: None Operating Budget: Amount Requested: Account Number: Project Phase: Seimone J BY: BY: ,sum of DATE: Z/-5 and Building Safety/ Acting City Engineer DATE: 21, Mary Strenn; City Manager �� 20 610 BACKGROUND & DISCUSSION (cont): The requests were analyzed by CSC's traffic engineer, Crain & Associates, and reviewed by the City's traffic engineer, Richard Garland & Associates. The results identified no negative impact to the traffic for both of CSC's requests. Grand Ave. — Merge Lane The purpose of this request is to change the merge lane to a third traffic lane on Grand Ave. is to prevent a vehicle from stopping for long periods of time adjacent to the CSC headquarters potentially eavesdropping or observing their day -to -day operation. The work for the request has been completed by City Public Works staff and the cost will be reimbursed by CSC. Continental Blvd. — Median Cut The purpose of this request is to provide a security checkpoint of all vehicles that are entering and leaving the facility. CSC's goal is to funnel all employees and visitors through the driveway located off of Continental Blvd onto their facility. To accomplish this, CSC has requested a 42 feet cut in the center median on Continental Blvd. to allow vehicles the option of traveling either in the north or south bound direction on Continental Blvd. when leaving the facility. Agreement CSC has agreed to enter into an agreement with the City to pay for all the work requested. In addition, CSC has also agreed to: 1) Replace two of the trees that were removed at a location approved by the Recreation Parks Director; 2) Fully reimburse the City of expenses related to the addition of a third lane on Grand Ave.; 3) Submit construction documents to the Public Works Department for review and approval prior to obtaining a permit to construct. The work requested will be paid for, managed, and performed by CSC. El Segundo Public Works staff will monitor and inspect the work to ensure it meets the City's standards. California Environmental Quality Act This project is exempt from review under the California Environmental Quality Act because it consists only of minor alteration to an existing road. PAPUBLIC WORKS \COUNCIL STAFF REPORTS \Final 02 -15 -05 Computer Science Corooration doc 611 fy^ arr r. $� • '. f iiF �' J p � s.a dm a t,r" tN B Wy v t�r F t tN B Wy v 1 _ :� •-� - Y, � — � � • rr w a ..tea. �r _ ' t Y� u•, .. €� F4 a S� CITY OF EL SEGUNDO INTEROFFICE MEMORANDUM TO: SEIMONE JURJIS, CITY ENGINEER FROM: RICHARD GARLAND, CONTRACT TRAFFIC ENGINEER SUBJECT: GRAND AVENUE & CONTINENTAL BOULEVARD PROPOSED MODIFICATIONS BY COMPUTER SCIENCES CORP DATE: DECEMBER 1, 2004 I have reviewed the Traffic Evaluation prepared by Crain & Associates for the modifications proposed by Computer Sciences Corporation (CSC) on Grand Avenue and Continental Boulevard, and submit the following comments. • The proposal to vacate a portion of the roadway on the south side of Grand Avenue along the frontage of CSC east of Continental Boulevard would result in the following adverse impacts: - It would reduce the capacity of the Grand Avenue /Continental Boulevard intersection by reducing the number of through lanes from three to two and it would reduce the ultimate capacity of eastbound Grand Avenue. - It would eliminate the future possibility of providing three eastbound lanes on Grand Avenue east of Continental Boulevard to be consistent with the westbound direction of Grand Avenue and both directions of Grand Avenue west of Continental Boulevard. - It would eliminate the potential use of the area of roadway adjacent to the curb as a temporary parking zone for stalled vehicles, thereby increasing the safety risks. - The reduced curb -to -curb width on Grand Avenue would limit the design opportunities and constrain the lane widths and median width associated with the future provision of double left -turn lanes on westbound Grand Avenue at Continental Boulevard. • While the level of service analysis at the intersection of Grand Avenue and Continental Boulevard indicates that the intersection would operate at an acceptable level of service "A" for all scenarios, it would be advantageous to the City to maintain the buildout capacity of the intersection by preserving the opportunity to provide three through lanes in all directions through the intersection. 613 Grand/Continental Proposal by CSC November 16, 2004 Memo Page 2 • The proposal to vacate a portion of the roadway on the south side of Grand Avenue would be inconsistent with the City's Circulation Element and Master Plan for Streets, which indicates that Grand Avenue should extend from Sepulveda Boulevard to Douglas Street as a six -lane arterial street. The proposal would preclude the opportunity to provide six through lanes between Continental Boulevard and Nash Street and thereby result in restricted traffic flow, a reduction in east -west roadway capacity, and increased traffic delays for the buildout scenario. • The proposal to provide a median opening on Continental Boulevard as well as a southbound left -turn pocket and a northbound right -turn lane at the driveway would improve site access and would accommodate the projected traffic volumes at an acceptable level of service. • It is recommended that if the proposed median opening and turn pockets are approved by the City, that the developer shall incur the costs of these modifications as well as the cost of providing a northbound left -turn lane at the Grand Avenue /Continental Boulevard intersection. • While it may be better from an on -site operational perspective to close the Grand Avenue driveway, traffic access and circulation would be better served if this driveway were to remain open during the primary operating hours at the site. In summary, it is recommended that Grand Avenue not be redesigned to reduce the curb -to -curb width along the site frontage. The proposal to provide the main entrance on Continental Boulevard and enhance this access location with a median opening, a southbound left -turn pocket, and a northbound right -turn lane is acceptable. 2 614 TRAFFIC EVALUATION COMPUTER SCIENCES CORPORATION 2100 East Grand Avenue El Segundo, California INTRODUCTION Computer Sciences Corporation proposes to utilize a portion of the south side of Grand Avenue east of Continental Boulevard along their project frontage. The acquired land would be used to provide a buffer between the public street and the existing structures. The current driveway along Grand Avenue would provide access during limited times only and the existing entrance on Continental Boulevard would become the main vehicular access point. A break in the median along Continental Boulevard south of Grand Avenue is proposed along with a left -turn pocket to accommodate left -tum access into and out of the property. In addition, a northbound deceleration lane would be provided at the project driveway along Continental Boulevard. TRAFFIC ANALYSIS PROCEDURES In order to determine if the project would disrupt current and future conditions of traffic flow, a traffic analysis was conducted. The analysis includes an evaluation of current conditions, development of recommended changes to the geometric design on Grand Avenue, evaluation of future conditions (2005) with the recommended changes, and an evaluation of future conditions (2025) with reference to the Draft Circulation Update and the recommended changes. Future conditions were analyzed with the proposed improvements which consist of the change in lane configurations at Grand Avenue and Continental Boulevard, relocation of the main access point for Computer Sciences Corporation, and the resulting redistribution of vehicular trips associated with the site. EXISTING (2004) CONDITIONS Trip Generation Computer Sciences Corporation occupies three buildings and a parking structure on the southeast comer of Grand Avenue and Continental Boulevard. Two of the buildings operate as offices totaling approximately 172,000 square feet of floor space. The third building is approximately 32,000 square feet and serves dual purposes as a service center and storage facility. Figure 1 shows the project area and vicinity. Currently, there are approximately 332 personnel are employed on the site. National standard trip generation evaluation was conducted to determine the estimated vehicular trips generated by the site. 615 The formulas used to estimate the vehicular trips at the site are listed in Table 1(a) with the corresponding calculated trip generation of Computer Science Corporation summarized in Table 1(b) for the daily, morning, and afternoon commuter peak hours. The redistribution and assignment of project trips are illustrated in Figure 2. Table 1(a) Computer Sciences Corporation Vehicular Trip Generation Rates/Equations Office (per 1.000 sf) — LU 710 Daily: Ln(T) = 0.77 Ln(A) + 3.65 AM Peak Hour: T = 0.80 Ln(A) + 1.55;18 = 88 %, OB = 12% PM Peak Hour: T = 1.12 (A) + 78.81; IB = 17 %, OB = 83% Storage (per 1,000 sf) — LU 150 Daily: T = 4.96 (A) AM Peak Hour: T = 0.45 (A); IB = 82 %, OB = 18% PM Peak Hour: T = 0.47 (A); IB = 25 %, OB = 75% Source: Trip Generation, T° Edition Institute of Transportation Engineers, 2003. Existing Uses to Remain Office Storage /Service Ctr. Total Table 1(b) Computer Sciences Corporation Vehicular Trip Generation Grand Avenue and Continental Boulevard Currently, the intersection of Grand Avenue and Continental Boulevard is signalized with landscaped center medians on all approaches. The southbound approach provides one left -turn lane, two through lanes and one shared through/right -turn lane, the northbound approach provides one shared left/through lane, one through lane, and one shared through/right -turn lane, the eastbound and westbound approaches both provide one left -turn lane, two through lanes and one shared through/right -turn lane. Existing operating conditions at this intersection are excellent during the peak hours. 51. R AM Peak Hour PM Peak Hour Size/Unit Daily In Out Total In Out Total 172,000 sf 2,025 254 35 289 46 225 271 32,000 sf 159 11 3 14 4 11 15 2,184 265 38 303 50 236 286 Grand Avenue and Continental Boulevard Currently, the intersection of Grand Avenue and Continental Boulevard is signalized with landscaped center medians on all approaches. The southbound approach provides one left -turn lane, two through lanes and one shared through/right -turn lane, the northbound approach provides one shared left/through lane, one through lane, and one shared through/right -turn lane, the eastbound and westbound approaches both provide one left -turn lane, two through lanes and one shared through/right -turn lane. Existing operating conditions at this intersection are excellent during the peak hours. 51. R Traffic analysis was performed through the use of the Intersection Capacity Utilization (ICU) technique, a traffic industry standard recognized as an acceptable analysis methodology. A traffic count was conducted in January 2003 and increased by a generous 2 percent to determine existing (2004) traffic volumes at the intersection of Grand Avenue and Continental Boulevard. Other data pertaining to intersection geometrics, on- street parking restrictions, and traffic signal operations were obtained through field surveys and aerial graphics of the study intersections. The intersection volume -to- capacity ratio was calculated to develop ICU values used for the analysis and evaluation of traffic conditions at the intersection. In the discussion of ICU values for signalized intersections, guidelines have been developed for grading the operational quality of an intersection in terms of the Level of Service (LOS) which describes different traffic flow characteristics. LOS's A to C operate quite well. LOS D grade typically is the level for which a metropolitan area street system is designed. LOS E represents volumes of severe congestion with some longstanding lines on critical approaches and fairly unstable flow. LOS F occurs when a facility is overloaded and is characterized by stop - and -go traffic with stoppages of long duration. "Capacity" represents the maximum volume of vehicles in the critical lanes that have a reasonable expectation of passing through an intersection in one hour, under prevailing roadway and traffic conditions. To simulate start up conditions at each of the intersections, a ten percent reduction in the capacity (delay) was incorporated into the analysis at intersections which operate under relatively simple operational conditions. The LOS corresponding to a range of ICU values is shown in Table 2. Table 2 Level of Service As a Function of ICU Values Level of Service Description of Ooeratine Characteristics Range of ICU Values A Uncongested operations; all vehicles clear < 0.60 in a single cycle. B Same as above. >0.60 < 0.70 C Light congestion; occasional backups on >0.70 < 0.80 critical approaches. D Congestion on critical approaches, but >0.80 < 0.90 intersection functional. Vehicles required to wait through more than one cycle during short peaks. No long- standing lines formed. E Severe congestion with some long- standing >0.90 < 1.00 lines on critical approaches. Blockage of intersection may occur if traffic signal does not provide for protected turning movements. F Forced flow with stoppages of long duration. > 1.00 617 By applying this analysis procedure to the intersection of Grand Avenue and Continental Boulevard, the ICU value and the corresponding LOS for existing traffic conditions was determined. The values, for existing (2004) AM and PM weekday peak -hour conditions are shown in Table 3. Intersection Table 3 ICU and LOS Summary Existing (2004) Traffic Conditions AM Peak Hour ICU LOS Grand Ave. & Continental Blvd. 0.395 A FUTURE (2005, 2025) CONDITIONS PM Peak Hour ICU LOS 0.317 A In order to implement the proposed acquisition of a portion on the south side Grand Avenue east of Continental Boulevard, the current lane configurations at the intersection would need to be altered. There is a Draft Circulation Update (June 2004) being circulated by the City of El Segundo which recommends short-term and long -term changes at the intersection of Grand Avenue and Continental Boulevard. The short-term change includes the installation of a dedicated northbound left -tum lane. The long -term changes include the installation of dual westbound and southbound left -turn lanes. Future analysis was conducted for year 2005 with the inclusion of the short-term improvement and year 2025 with the long -term improvements. Implementation of the project will include further refinements to both of these improvements. Currently, the third departure lane for eastbound Grand Avenue at Continental Boulevard is a lane reduction from three lanes to two lanes. Therefore it is recommended that the eastbound striping be altered to one left -turn lane, two through lanes, and one right -tum only lane. An ICU analysis was conducted at the intersection of Grand Avenue and Continental Boulevard to evaluate future conditions (year 2005 and 2025). Evaluation of future conditions includes the programmed future lane configuration changes without the project. Conditions with the project include the removal of the third eastbound through lane and installation of an eastbound right - turn lane. Note that future conditions with and without the project include ambient traffic growth and potential cumulative projects in the immediate area. Table 4 summarizes future year 2005 traffic conditions and Table 5 summarizes future year 2025 traffic conditions. 6 618 Table 4 ICU and LOS Summary Future (2005) Traffic Conditions Peak Without Project* With Project* Intersection Hour ICU LOS ICU LOS Impact Impacted Grand Ave. AM 0.452 A 0.489 A 0.037 No & Continental Blvd. PM 0.405 A 0.426 A 0.021 No * Includes future northbound left -turn lane. Intersection Grand Ave. & Continental Blvd. Table 5 ICU and LOS Summary Future (2025) Traffic Conditions Peak Without Project* With Project* Hour ICU LOS ICU LOS Impact Impacted AM 0.537 A 0.561 A 0.024 No PM 0.492 A 0.521 A 0.029 No * Includes future northbound left-tum lane and dual southbound and westbound left -turn lanes. PROJECT BENEFITS While the proposed project benefits Computer Sciences Corporation by providing a larger buffer between the private buildings and public street, additional benefits are gained by the motoring public. Current confusion for drivers in the third eastbound through lane (curb lane) with the lane reduction on the departure will be removed. Instead this lane will become a right -turn lane on the approach with two through lanes. In addition, Grand Avenue curves to the north east of Continental Avenue. Vehicles will be forced closer to the lane line and away from the curb prior to this transition with the extension of the southeast comer. Furthermore, through physical constraints, the narrow roadway on the east side of Grand Avenue may create a slight beneficial reduction in speed along eastbound Grand Avenue which curves to the north immediately east of the project. CONCEPTUAL DRAWING Future conditions are anticipated to be adequate with the proposed changes. However, these improvements may be difficult to visualize. Figure 3 demonstrates the Computer Sciences Corporation proposed changes with no other improvements in place. Figure 4 shows the same project improvements along with the short-tern improvement of a northbound left -turn lane. 7 6 ? 9 And finally Figure 5 demonstrates these changes with the Draft Circulation Update improvements. SUNEWA RY The analysis indicates that the proposed changes by Computer Sciences Corporation do not deteriorate the current excellent levels of service at the intersection of Grand Avenue and Continental Boulevard. The conceptual drawings further demonstrate that the potential future improvements at the intersection are not impeded by the proposed acquisition of street width. 62 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: New Business AGENDA DESCRIPTION: Consideration and possible action regarding the award of a contract with Telecommunications Management Corp. to provide cable franchise renewal consulting services with Time Warner Cable (TWC). (Fiscal Impact: $10,000 for 2004/05; $10, 000 for 2005/06; Total: $20,000 ) RECOMMENDED COUNCIL 1. Approve the award of a contract with Telecommunications Management Corp. 2. Alternatively, discuss and take other actions related to this item. BACKGROUND & DISCUSSION: The City's franchise with TWC for cable services will expire in September 2006. TWC has requested renewal of the franchise in accordance with Federal law 47 U.S.C. 546 and 47 U.S.C. 546(a). TWC currently serves approximately4, 600 customers in El Segundo underthis franchise. The City receives 5% of gross revenues as a franchise fee, plus an additional 2% of gross revenues for Public, Educational, and Governmental (PEG) access services. (Continued on next page...) ATTACHED SUPPORTING DOCUMENTS: None FISCAL IMPACT: In Budget Sessions Council approved $20,000 for a two year process, 2004 -06. $10,000 is budgeted for 2004/05. Operating Budget: $10,000 Amount Requested: $10,000 Account Number: 001 - 400 - 6101 -6206 Project Phase: Phase I - "Needs Assessment' Appropriation Required: _Yes x No Debra Brighton D ctor of Library & Cable Services DATE: n, City Man /g15— 21 STAFF REPORT: FEBRUARY 15, 2005 Cable Franchise Consulting Contract BACKGROUND & DISCUSSION (CONTINUED) PAGE 2 Following the Request for Proposal #0410, two bids from Telecommunications Management Corp. and Communications Support Group, Inc were opened on November 16, 2004. Their total proposal costs were for $59,600 and $66,200 respectively. The El Segundo Community Cable Advisory Committee met on November 17, 2004 and December 15, 2004 to review the proposals. In order to keep within the City's budget, the committee determined that the original "Technical Audit" and "Franchise Fee Compliance" components were not essential to the renewal process. Therefore, it was unanimously approved by the committee that Telecommunications Management Corp. would provide the consultant services needed to best meet the required components of a "Needs Assessment" and a "Negotiations Process ", plus stay within our budget parameters . The "Needs Assessment" component will survey the community and City staff to determine their current and future needs for cable - related programming and coverage of events. The "Negotiations Process " will consist of attendance at franchise renewal negotiation meetings with City staff and TWC representatives. The consultant will also review and provide written comments on drafts of the City's franchise renewal agreement with TWC. 622 EL SEGUNDO CITY COUNCIL MEETING DATE: February 15, 2005 AGENDA ITEM STATEMENT AGENDA HEADING: New Business AGENDA DESCRIPTION: Consideration and possible action to award a Professional Services Agreement to Answer America, LLC for the operation of the City's Hyperion and Aircraft Noise Complaint Hotline (640 -CITY) RECOMMENDED COUNCIL ACTION: 1) Award a professional services agreement to Answer America, LLC; 2) Authorize the City Manager to execute the agreement in a form approved by the City Attorney; and 3) Alternatively, discuss and take other action related to this item. BACKGROUND & DISCUSSION: Since October 1, 2002 AAM Communications has operated the City's Hyperion and Noise Complaint Hotline (commonly known as 640- CITY). Over the past year, City staff has witnessed an increase in complaints about the service and the treatment community members have received when calling to complain about aircraft noise from Los Angeles International Airport (LAX) or odors from Hyperion Treatment Plant. AAM Communications contract has officially expired and staff has researched alternative answering services as potential replacements. Of the six firms, Answer America was the most responsive to the scope of services established by the City. Other firms contacted were either non - responsive, not interested, or unable to respond to the scope of services. City staff is recommending a contract based on Answer America's "Orderpak 200" service, which includes 200 minutes of service — the most comparable to the level of service witnessed in recent past. The transition would be seemless to the public, as they will utilize the 640 -CITY call -in number. ATTACHED SUPPORTING DOCUMENTS: Answer America's Inbound Order Entry rate sheet FISCAL IMPACT: Operating Budget: $ Amount Requested: $3,000 Account Number: 001 - 400 - 2901 -6244 Appropriation Required: X Yes _ No ,-, C�;j✓o* S. O'Neill. Proarar lkf Mary St n, City Manager 2.2. 623 12/08/2094 19:29 9188410171 ANSWER, AMEPICA PAGE 03 Answer America. LLC An S weer 348 E. Olive Avenue, CA Suite H -1 Iwo Burbank, Tel: 818.8567555 r Imerica 800.44e.648e Fax: 818.841.0171 wvvw. an swelamerira. ccm Live Operators 24/7 We offer personalbred services based on your Individual requlrsrrrenft Bess Call Eacps Reiayel &M Milim q4k Paging Answsrpak 50 $ 45.00 50 S OJO i 0.70 Answerpok 75 i 61100 75 $ 0.66 i 0.68 Answsrpak 100 $ 75.00 100 $ 0.65 $ 0.65 Answerpok 100 $ 105.00 160 $ 0.63 $ 0.63 Ane"rpok 200 $ 132.00 200 $ 0.61 i 0.61 Anewerpsk 250 $ 156.00 250 $ 0.56 $ 0.59 Answrpak 300 $ 161.00 300 S 0.57 $ 0.57 Answerpek 400 $ 230.00 400 $ 0.65 $ 0.55 Base Rate includes e-mail message or fax message delivery PemonalWW Voice Mail Whether you need one Voice Mall Box or a sophleticated mulliple box arrangement our voice mail equipment provides re0eble 24 hrs./ 7 days a week service Stand Alone Voice Mall $12.00 - Each Additional Box $10.00 Wipe Mail with 2417 Live Back -up Stand Alone Voice Mail 612.00 - Each Additional Box $10.00 plus an Anewerpak Han Mail RQreiving Base Raft $35.00 - Mail Forwarding additional $ 5.00 plus postage To start asrvlo* we require, MM, IW and a *mail programmbg lea, A prwaled eyrie may be required, depending Won Mad up dal*. Bahq Cyda are every 4 wMlu_ A $7.50 holiday charge we be added for New Vesee day, Pr»IdsnVa dry, Easier Sundry, Memorial Day, independence Day, Labor Day, Then knuivarg and Ch isir DEC-09-2004 10:31 9198410171 99 62-4 P.03 t, , ANSWER AMERICA ANSWERING SERVICE ANSWERS PHONES ' 2417 365 DAYS A YEAR WITH PROFESSIONALLY TRAINED, FRIENDLY OPERATORS WHO USE MODERN STATE OF THE ART TECHNOLOGYI ALL SERVICES ARE TAILORED TO YOUR INDIVIDUAL NEEDS, PROVIDING YOUR CLIENTS WITH FAST, EFFICIENT & COURTEOUS SERVICE. Answer America Answering Service gives your company the convenience of an ► office without the additional cost of office rent, telephone system or full time employee, plus the added benefit of after-hours availability. We become an ► extension of your business, saving you time and money, allowing you to focus on your product or service thereby improving your bottom Hue. Consider us a Nationwide Telecommunications Company with a local presence right in your area. We are "TODAY'S ANSWER FOR TOMORROW'S BUSINESS" Please Call Me ... I'm Veronica Camarillo at (818) 955 -7555' You'll be glad you did. Ask about our Free Email Delivery ' and your FREE Month of service! Serving Burbank, Glendale, and Pasadena Communiriesfor over 40 years! W L � o$3 =a iE° .Li 3 c� Q E r c W V c mWew goim�3m °E 0�- -c m$ ® c 8E$ w a EZ c � W O C m c w 3$ m a m _ C �f.. C.gyG�' • --mm cmi00XE 5 r • �Egg° 9, E 8 00 S og3� F O $ E $acp�s• 7 > E'uZ> $boo g°g °6 o 0 oa �c m 00 • c p p -_ s`8�m o.m W- c T E C W T W• 3 C m 7 C $ a m p d1 W c>,o oOc Dc°• WEa�o cc- 0- gV$ $cm!A.. � 3 a W -tmo $S o,a �� 0 imam �g� La 4,15 La$ •m T� •coo- m a CL c 0916 16 H`OE 3$ LL w�S l H U V aintj C m O Cogg ._. .° V i s= m a a. eta!s •5t Lo 0 a $O. Qi V a' • E•s•3 E 3 w r C a0 wo•• , LL 4!b Ujw R g n�a a alto 00 Wp'2a0°e•w=cg c C Cao aa�� o s s3 d0 g; s� ooZ E �— ;meo in 2 O LL • m G_ O N c v a I -R r 12.5 • d °L °1L•c•� •• agv%orn• Wm o $o Tc E 3 L�,L $O� g$�m $ tee° �YPi •Wm ai�Ew cE` W9 ag CH cE_Oto o•O L >' �EOm ca•o��'bTO `� m� >w0 mm��?0 pc 7$�sT `di'L ro 00-GC- -- Q= • c�$�, -SCr moEc o Qo m O C • W O• Q aD C 9 .�i C �p jU �• 0 j� t i-. n-E 9 E; y cL tlb as mt�nc x cvEc !OOmmEs Co nm•WL O�.�SgroiD vo c —T U m m 3 ° a m O O O b y p E O fl Y• C C d1 m �p $mom° �Eam .2caO �Y >w 2 �8 �� a � L -g�1a m3�3£�m It;:, � �• Gmrmi�oo w��cS"%8 tm CL N 3°® MEom �'a�o� X�o�E of > v$•m$ �$ MIm • c pie c.�� °• r• ¢ O. �:.E2 O.3.L• Z•W$E•v Zt Jmf- OE� or a >nmm