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REVISED AGENDA
EL SEGUNDO CITY COUNCIL
COUNCIL CHAMBERS - 350 Main Street
The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items
Unless otherwise noted in the Agenda, the Public can only comment on City- related business that is within the
jurisdiction of the City Council and /or items listed on the Agenda during the Public Communications portions of the
Meeting Additionally, the Public can comment on any Public Hearing item on the Agenda during the Public Hearing
portion of such item The time limit for comments is five (5) minutes per person
Before speaking to the City Council, please come to the podium and state Your name and residence and the
organization you represent, if desired Please respect the time limits
Members of the Public may place items on the Agenda by submitting a Written Request to the City Clerk or City
Manager's Office at least six days prior to the City Council Meeting (by 2 00 p m the prior Tuesday) The request must
include a brief general description of the business to be transacted or discussed at the meeting Playing of video tapes
or use of visual aids may be permitted during meetings if they are submitted to the City Clerk two (2) working days
prior to the meeting and they do not exceed five (5) minutes in length
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this
meeting, please contact City Clerk, 524 -2305. Notification 48 hours prior to the meeting will enable the City to
make reasonable arrangements to ensure accessibility to this meeting.
REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL
TUESDAY, JUNE 19, 2007 - 7:00 P.M.
NOTE: Item 2a regarding approving minor use and development standard deviations to
the proposed Plaza El Segundo Development Agreement has been added to the Agenda.
7:00 P.M. SESSION
CALL TO ORDER
INVOCATION — Pastor Brandon Cash, Oceanside Christian Fellowship
PLEDGE OF ALLEGIANCE — Councilmember Jim Boulgandes
Next Resolution # 4510
Next Ordinance # 1406
PRESENTATIONS —
a Proclamation by the Mayor and Members of the City Council proclaiming Saturday, June 23,
2007 as Super CPR Saturday to encourage participation in Cardio- Pulmonary Resuscitation
training
b Proclamation by the Mayor and Members of the City Council proclaiming July as Parks &
Recreation Month
ROLL CALL
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
A. PROCEDURAL MOTIONS
Consideration of a motion to read all ordinances and resolutions on the Agenda by title
only.
Recommendation — Approval
B. SPECIAL ORDERS OF BUSINESS
C. UNFINISHED BUSINESS
Consideration and possible action regarding the review of surrounding agency
graffiti abatement policies and consideration of a graffiti abatement policy for the
City of El Segundo. (Fiscal Impact: None)
Recommendation — (1) Receive and file a report regarding graffiti abatement policies of
surrounding agencies for possible implementation in the City of El Segundo, (2)
Alternatively discuss and take other action related to this item
0 o 2
2. Consideration and possible action regarding the approval of an amendment to the
existing Memorandum of Understanding for increased grant funding and approval
of Contract Change Orders in conjunction with the Douglas Street Gap Closure
Project. (Fiscal Impact: $390,675 in Change Orders and $5,380,500 in additional
grant funding.
Recommendation — (1) Authorize the City Manager to execute an amendment to
MOU /LOA P0006330[CFP #6330] in a form as approved by the City Attorney to provide
additional grant funding in the amount of $5,380,500, (2) Appropriate grant funding in the
amount of $5,380,500 to the Douglas Street Gap Closure Project, (3) Authorize the
Director of Public Works to execute Change Order Numbers 10 -1, 18, 19, 20, 21 and 22
to the existing Public Works Agreement with SEMA Construction, Inc, in the total amount
of $390,675, and (4) Alternatively discuss and take other action related to this item
2a. Consideration and possible action regarding approving minor use and
development standard deviations to the proposed Plaza El Segundo Development
Agreement ( "Agreement ") in accordance with Section 4.2.2. of the Agreement for
the property located at 710 -850 South Sepulveda Boulevard: 700 -740 Allied Way;
and 2005 -2015 East Park Place. Applicant: Rosecrans - Sepulveda Partners, 2, LLC
and Rosecrans - Sepulveda Patners, 3, LLC. (Fiscal Impact: None)
Recommendation — (1) Approve the proposed Agreement Operating Memorandum No 1
to provide for minor use and development standard deviations to the Agreement, and (2)
Alternatively discuss and take other action related to this item
D. REPORTS OF COMMITTEES, BOARDS AND COMMISSIONS
3. Consideration and possible action regarding the announcement of the appointment
of candidates to the Recreation and Parks Commission, Planning Commission,
Library Board of Trustees and Senior Citizen Housing Corporation Board, and
postponing interviews for Investment Advisory Committee, Community Cable
Advisory Committee and Capital Improvement Program Advisory Committee until
October 16, 2007.
Recommendation — (1) Announce the appointees to the Recreation and Parks
Commission, Planning Commission, Library Board of Trustees, Senior Citizen Housing
Corporation Board, if any, (2) Postpone interviews of Investment Advisory Committee,
Community Cable Advisory Committee and Capital Improvement Program Advisory
Committee until October 16, 2007, and (3) Alternatively discuss and take other action
related to this item
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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. Warrant Numbers 2559965 to 2560188 on Register No. 17 in the total amount of
$1,441,876.79 and Wire Transfers from 5/25/07 through 6/7/07 in the total amount of
Recommendation — Approve Warrant Demand Register and authorize staff to release
Ratify Payroll and Employee Benefit checks, checks released early due to contracts or
agreement, emergency disbursements and /or adjustments, and wire transfers
5. Regular City Council Meeting Minutes of June 5, 2007.
Recommendation — Approval
6. Consideration and possible action regarding the award of contract to Palp, Inc.,
DBA Excel Paving Company for the reconstruction of Virginia Street between
Sycamore Avenue and Maple Avenue to enhance drainage — Approved Capital
Improvement Program — Project No. PW 07 -04. (Fiscal Impact: $86,993)
Recommendation — (1) Authorize the City Manager to execute a standard Public Works
Contract in a form as approved by the City Attorney with Excel Paving Company, in the
amount of $86,993 00 for construction of the Virginia Street Improvements, and (2)
Alternatively discuss and take other action related to this item
7. Consideration and possible action regarding approval of an Amendment No. 1 to a
Memorandum of Understanding (MOU) between City of El Segundo and the Los
Angeles County Metropolitan Transportation Authority (MTA) setting the terms and
conditions to increase the amount of grant funding to $3,250,000 for the Nash
Street/Douglas Street One -Way to Two -Way Street Conversion Project and
approval of a expenditure of Traffic Mitigation fees of $1,750,000 to cover the
required 35% local match. METRO MOU No. P0008079 (Fiscal Impact: MTA Grant
Revenue of $3,250,000 and Traffic Mitigation fees $1,750,000)
Recommendation — (1) Approve Amendment No 1 to Memorandum of Understanding, (2)
Authorize the City Manager to execute the Amendment No 1, approved as to form by the
City Attorney, (3) Approve expenditure of Traffic Mitigation fees in the amount of
$1,750,000 to cover the required 35% local match, and (4) Alternatively discuss and take
other action related to this item
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8. Consideration and possible action regarding adoption of a resolution amending
Resolution No. 4162 restricting parking on Coral Circle from 10:00 p.m. to 5:00 a.m.
(Fiscal Impact: $2,000, sign installation cost)
Recommendation — (1) Adopt a resolution amending Resolution No 4162 restricting
parking on Coral Circle from 10 00 p m to 5 00 a m , and (2) Alternatively discuss and
take other action related to this item
9. Consideration and possible action regarding approval of an amendment to a
Pipeline License Agreement (Contract 2478) with Air Products Manufacturing
Corporation to extend the length of pipelines in Kansas Street (377 additional feet)
and Grand Avenue (168 additional feet) to provide nitrogen, hydrogen and
compressed air service to facilities operated by International Rectifier Corporation
at 1521 Grand Avenue per Environmental Assessment No. 751 and Smoky Hollow
Specific Plan Review No. 07 -03 as approved by the Planning Commission. (Fiscal
Impact: $5,400, annual license fee)
Recommendation — (1) Approve an amendment to the Pipeline License Agreement
(Contract 2478) with Air Products Manufacturing Corporation in a form as approved by the
City Attorney to extend the length of pipelines in Kansas Street (377 additional feet) and
Grand Avenue (168 additional feet) to provide nitrogen, hydrogen and compressed air
service to facilities operated by International Rectifier Corporation at 1521 Grand Avenue
per Environmental Assessment No. 751 and Smoky Hollow Specific Plan Review No 07-
03 as approved by the Planning Commission, and (2) Alternatively discuss and take other
action related to this item
10. Consideration and possible action to accept a cash contribution from Chevron
Products Company, donated to the El Segundo Fire Department in support of
Super CPR Saturday (Cardio- Pulmonary Resuscitation; $1,000) and Suppression
Training ($3,056.45). (Fiscal Impact: $4,056.45)
Recommendation — (1) Accept donations and authorize the City Manager to transfer the
monies into the CPR General Fund account and Suppression Training account, (2)
Alternatively discuss and take other action related to this item
11. Consideration and possible action to approve the use of the City of El Segundo
logo and vehicle graphics of the El Segundo Fire Department on a new special
edition "Hot Wheels" die -cast replica toy fire vehicle, to be designed and produced
by Mattel, Inc. Fiscal Impact: None
Recommendation — (1) Authorize the City Manager to execute a License Agreement with
Mattel, Inc, in a form approved by the City Attorney, to allow the use of the City of El
Segundo logo and vehicle graphics of the El Segundo Fire Department for production of
die -cast replica toy fire vehicles, (2) Alternatively discuss and take other action related to
this item
7 005
12. Consideration and possible action regarding adoption of a resolution amending
Resolution No. 4499 per the Board of Administration of the Public Employees'
Retirement System (PERS). The amendment revises the Resolution to be
consistent with the City's PERS (Public Employees Retirement System) reporting
requirements regarding the Employer Paid Member Contribution (EPMC). (Fiscal
Impact: None)
Recommendation — (1) Adopt Resolution amending Resolution No 4499, (2) Alternatively
discuss and take other action related to this item
13. Consideration and possible action regarding adoption of a resolution appointing
the Mayor, City Manager, or designee to serve as board member, alternate board
member and substitute alternate board member on the Independent Cities Risk
Management Association ( ICRMA) government board.
Recommendation — (1) Adopt Resolution appointing Mayor Kelly McDowell as the ICRMA
primary governing board member and City Manager Jeff Stewart as the alternate
governing board member, (2) Alternatively discuss and take other action related to this
item
14. Consideration and possible action regarding a new Alcoholic Beverage Control
(ABC) license for on -site sale and on -site consumption of alcohol (Type 41 — On-
Sale Beer and Wine) at a new restaurant located at 225 Richmond Street, EA No.
747 and AUP No. 07 -04. Applicant: Neil Cadman
Recommendation — (1) Receive and file a determination that the City Council does not
protest the issuance of a new Type 41 ABC license at 225 Richmond Street, (2)
Alternatively discuss and take other action related to this item
15. Consideration and possible action to adopt plans and specifications for the Nash
Street/Douglas Street One -Way to Two -Way Street Conversion Project. Approved
Capital Improvement Program. Project No. PW 07 -09. (Fiscal Impact: MTA Grant
Revenue of $3,250,000 and Traffic Mitigation fees $1,750,000)
Recommendation — (1) Approve plans and specifications, (2) Authorize staff to advertise
the project for receipt of bids, and (3) Alternatively discuss and take other action related to
this item
16. Consideration and possible action regarding the acceptance of a $5,000 donation
from the Continental Development Corporation for the Girl Scout House Camp
Eucalyptus. (Fiscal Impact: Acceptance of the $5,000 donation)
Recommendation — (1) Accept $5,000 donation from the Continental Development
Corporation for the Girl Scout House Camp Eucalyptus, (2) Alternatively discuss and take
other action related to this item
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CALL ITEMS FROM CONSENT AGENDA
F. NEW BUSINESS
G. REPORTS — CITY MANAGER
H. REPORTS — CITY ATTORNEY
REPORTS — CITY CLERK
J. REPORTS — CITY TREASURER
K. REPORTS — CITY COUNCIL MEMBERS
Council Member Fisher -
Council Member Jacobson —
Council Member Boulgarides —
17. Consideration and possible action regarding development of environmental and
energy efficiency policies related to the purchase, operation and maintenance of
City-owned vehicles, equipment and infrastructure. (Fiscal Impact: None)
Recommendation — (1) Consider development of environmental and energy efficiency
policies related to the purchase, operation and maintenance of City -owned vehicles,
equipment and infrastructure and receive and file a report related to energy efficiency
measures implemented by the City, and (2) Alternatively discuss and take other action
related to this item
Mayor Pro Tem Busch -
Mayor McDowell —
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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
MEMORIALS —
CLOSED SESSION
The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government
Code Section §54960, at se g) for the purposes of conferring with the City's Real Property Negotiator, and/or
conferring with the City Attorney on potential andlor existing litigation, andlor discussing matters covered under
Government Code Section §54957 (Personnel), andlor conferring with the City's Labor Negotiators
REPORT OF ACTION TAKEN IN CLOSED SESSION (if required)
ADJOURNMENT
POSTED
DATE Z i
TIME l�Jr Y1
NAME
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EL SEGUNDO CITY COUNCIL MEETING DATE: June 19, 2007
AGENDA ITEM STATEMENT AGENDAHEADING: Unfinished Business
AGENDA DESCRIPTION.
Consideration and possible action regarding approving minor use and development standard
deviations to the proposed Plaza El Segundo Development Agreement ( "Agreement') in
accordance with Section 4 2 2 of the Agreement for the property located at 710 -850 South
Sepulveda Boulevard, 700 -740 Allied Way, and 2005 -2015 East Park Place Applicant
Rosecrans - Sepulveda Partners, 2, LLC and Rosecrans - Sepulveda Partners, 3, LLC (Fiscal
Impact None)
RECOMMENDED COUNCIL ACTION:
1 Approve the proposed Agreement Operating Memorandum No 1 to provide for minor
use and development standard deviations to the Agreement, and /or,
2 Alternatively, discuss and take other actions related to this item.
BACKGROUND & DISCUSSION:
On March 15, 2005, the City Council approved the Plaza El Segundo Development Project
The Plaza El Segundo Development Project is regulated by the development standards in the
on next
1 Development Agreement No 03 -1, adopted on March 15, 2005
2 Proposed Operating Memorandum No 1
3 Applicant Letter of Request Regarding Proposed Operating Memorandum No
4 Description of New Tenants Added to Development Agreement Exhibit C
5 Property Location Map
FISCAL IMPACT: None
Operating Budget:
N/A
Amount Requested:
N/A
Account Number:
N/A
Project Phase:
NIA
Appropriation Required: _ Yes X No
ORIGINATED BY: DATE: /
Gary Chicots, Inten i ctor of Planning and Building Safety
REVIE7ZI.cl DATE:
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STAFF REPORT: June 19, 2007 Page 2
BACKGROUND & DISCUSSION: (cont.
C-4 Zone (ESMC Chapter 15 -5G), conditions of approval, mitigation measures, and the
requirements adopted in Development Agreement No 03 -01
As construction, marketing and leasing of the Plaza El Segundo Development Project has
proceeded, a few issues arose that generated a request by the developer, Rosecrans-
Sepulveda Partners, 2, LLC and Rosecrans - Sepulveda Partners, 3, LLC, for minor deviations
to and clarifications relating to Section 4 2 2 of the Agreement
Section 4 2 2 of the Agreement ( "Limitations on Minimum Square Footage of Buildings and
Space ") specifies that the Developer shall have the right to request that the City Council
approve deviations from the restrictions in Section 4.2 2. The Development Agreement
specifies that the City Council may approve or deny such requests in its sole discretion
Additionally, Section 14 2 provides that the Planning and Building Safety Director may enter
into Operating Memorandum for purposes of making minor modifications or clarifications to the
Agreement Given the Developer's request appears to trigger both of these provisions, staff is
bringing the Developer's request forward for Council consideration If Council approves the
request, the Planning and Building Safety Director will execute an Operating Memorandum
that will be recorded against the property for purposes of memorializing the deviations and
clarifications
The developer is requesting the following clarifications and modifications to the Agreement
1 To allow a maximum of 75,000 square feet to be used for up to eight building pads that
would be no less than 4,000 square feet in size instead of the current 10,000 square foot
minimum
2 To require tenants that occupy less than 4,000 square feet of space (instead of the current
standard of 1,500 square feet) to be on the approved list of tenants that are identified on
Exhibit C to the Agreement
3 To add names of companies to the list of pre- approved tenants identified on Exhibit "C" to
the Agreement
4 To permit a tenant of less than 4,000 square feet In size, that is not included on the list of
pre- approved uses in Development Agreement Exhibit "C," to operate within the project if
the tenant also operates in at least three of the following shopping centers — Fashion
Island, South Coast Plaza, The Grove, Victoria Gardens, and Westfield San Francisco
Centre
5 To clarify the definition of a beauty salon /supply business so as to allow a maximum of
20% of the net floor area to be used for ancillary massage services
The first four requests for clarification and modification to Plaza El Segundo Development
Agreement Section 4 2 2 are intended primarily to address the changing market trends of
downsizing tenant spaces by high quality national and regional tenants that the shopping
center was designed to attract These changes are needed to create flexibility in leasing to a
diverse and high -end tenant mix that will accommodate both consumer demand and the
protection of high sales tax revenues Additionally, this will address the difficulty in leasing to
"big box tenants' in the less visible interior portion of the site east of Allied Way Further,
expanding the list of pre- approved tenants will help to ensure occupancy in the project by
u.&0
STAFF REPORT: June 19, 2007 Page 3
BACKGROUND & DISCUSSION: (cont
quality tenants over the long term Planning and Building Safety staff also believes the
proposed changes to Section 4 2 2 regarding the limitations on minimum square footage of
buildings and space accommodates an economically stable and diverse range of tenant sizes,
while limiting the possibility of high turnover that can result from too many small tenants In a
shopping center
The fifth requested modification clarifies the typical goods and services to be provided in the
beauty salon /supply tenant category and clearly specifies limits to ancillary massage services
that are frequently associated with beauty salons today Aveda Spa /Salon is one of the pre -
approved companies in the beauty supply category listed In the existing Exhibit "C" to the
Development Agreement for tenants occupying less than 1,500 square feet As Is typical in
the beauty category, Aveda Spa /Salon combines several retail activities in its business by
selling hair, nail, makeup and other beauty products ( Aveda product line only), along with
providing beauty services (hair cutting and coloring, facials, and ancillary massage services)
The Planning and Building Safety Department has concluded that Aveda Spa /Salon is not
classified as a day spa since it does not provide a full range of day spa services Day spa
services usually Include primarily a variety of massage services, facials, saunas, whirlpools,
and steam rooms with a lounge area, changing rooms, lockers, and full bathrooms Including
showers Some day spas also provide manicure and pedicure services, an accessory retail
area for the sale of beauty products, and Incidental food service Day spas do not typically
provide hair cutting and hair coloring services
The Planning and Building Safety Department believes the proposed deviations and
clarifications to the Agreement are consistent with the original Intent and provisions of the
Development Agreement Additionally, the requested changes are consistent with the allowed
uses and development standards In the C-4 Zone The existing Agreement and the proposed
deviations and clarifications apply to the portion of the property labeled as the "Plaza El
Segundo Site" In the attached location map (excerpt taken from the Final EIR)
Conclusion
The Planning and Building Safety Department recommends approval of the deviations and
clarifications set forth In the proposed Operating Memorandum No 1 for Development
Agreement No 03 -1 for the Plaza El Segundo Development Project located at 710 -850 South
Sepulveda Boulevard, 700 -740 Allied Way, and 2005 -2015 East Park Place
P XPlanning & Building SafeWIMCouncil Reports\PlazaESDAAmend 2007 06 19 CCReport doe
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF EL SEGUNDO AND
ROSECRANS- SEPULVEDA PARTNERS, LLC
(AREA A)
THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF EXECUTION BY
ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT
CODE §65868 5
4 IBMI060366QG
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TABLE OF CONTENTS
Recitals
Property Subject to this Agreement
Binding Effect
3 1 Constructive Notice and Acceptance
3 2 Rights to Assign
3 3 Liabilities Upon Transfer ..
Development of the Property
41 Permitted Uses, Density
41 1 Food To Go Restaurant
41 2 Grocery Store.
41 3 Fast Food Restaurants
414 Banks and Day Spas
41 5 Restaurants .
41 6 Health Clubs and Fitness Centers
42 Development Standards
4 2 1 TenantlOwner Use Space
4 2 2 Limitations on Minimum Square Footage of Buildings and Space
423 Transfer of Development Rights.
43 Building Standards ..
44 Fees, Exactions, Mitigation Measures, Conditions, Reservations and
Dedications
45 Use of Easements
Vesting of Development Rights
5 1 Applicable Rules
52 Entitlement to Develop
53 Subsequent Enactments
54 Future Approvals .
5 4 1 Minor Modifications to Project
5 4 2 Modification of Project Approvals
5 4 3 Modifications Requiring Amendment to this Agreement
5 5 _ Plan Review
56 Timing of Development
57 Term
5 8 Issuance of Building Permits .
59 Satisfaction of Mitigation Measures and Conditions
5 10 Moratorium
5 11 Performance of City Planning and Building Safety Director Duties
Developer Agreements
61 General
62 Development Fees
63 Maintenance Obligations
64 Term of Map(s) and Other Project Approvals
65 Sales and Use Tax
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6 6 Aquatic Payment
6 7 Future Construction Activities
.6 8 Contribution to Downtown.
6 9 Third -Party Agreements Restricting Uses on Property
7 City /Developer Agreements
7 1 Expedited Processing
7.2 Processing Cooperation and Assistance..... .
7 3 Processing During Third Party Litigation
8 Modification/Suspension
9 Demonstration of Good Faith Compliance. .
9 1 Review of Compliance
92 Good Faith Compliance
93 Information to be Provided to Developer .
94 Notice Of Non - Compliance, Cure Rights
95 Determination of Developer's Compliance
96 Failure of Periodic Review ...
10 Excusable Delays
I I Default Provisions
I1 1 Default
112 Content of Notice of Violation
11 3 Remedies for Breach
12 Mortgagee Protection
121 Mortgage Not Rendered Invalid
122 Request for Notice to Mortgagee
123 Mortgagee's Time to Cure
124 Cure Rights
125 Bankruptcy
126 Disaffirmation
13 Estoppel Certificate
14 Admimstration of Agreement
14 1 Appeal of Staff Determinations .
14 2 Operating Memoranda
14 3 Certificate of Performance
15 Amendment or Termination by Mutual Consent
16 Indeiimification/Defense
16 1 Indemnification
16 2 Defense of Agreement
17 Time of Essence
18 Effective Date
19 Notices
20 Entire Agreement
21 Waiver
22 Severability
23 Relationship of the Parties
24 No Third Party Beneficiaries
25 Recordation of Agreement and Amendments
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26 Cooperation Between City and Developer ...
27 Rules of Construction
28 Joint Preparation.
29 Governing Law and Venue...
30 Attomeys' Fees .
31 Counterparts
32. Weekend/Holiday Dates
33 Not a Public Dedication
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EXHIBIT A — PROPERTY DESCRIPTION .... . A -1
EXHIBIT B — ASSIGNMENT AND ASSUMPTION AGREEMENT B -1
EXHIBIT C —LIST OF TENANTS ................. C -1
DEFINITIONS I D -1
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DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement ") is made and entered into by and between the
CITY OF EL SEGUNDO, a municipal corporation (referred to hereinafter as "City ") and
ROSECRANS- SEPULVEDA PARTNERS, LLC, a California limited liability company
(referred to hereinafter as "Developer ") as of this_ day of March, 2005 City and Developer
are referred to hereinafter individually as "Party" and collectively as "Parties " In consideration
of the mutual covenants and agreements contained in this Agreement, City and Developer agree
as follows.
1 Recitals This Agreement is made with respect to the following facts and for the
following purposes, each of which is acknowledged as true and correct by the Parties
I I Pursuant to Government Code Section 65865 et seq , City is authorized to
enter into a binding contractual agreement with any person having a legal or equitable interest in
real property for the development of such property
12 Developer has an option to acquire from the property owner and has been
authorized to execute this Agreement by the property owner with respect to approximately 42
acres of real property located in the City, as more specifically described by the legal description
set forth in Exhibit "A", which exhibit is attached hereto and incorporated herein by this
reference (the "Property" oz; "Area X
1 3 Developer desires to develop the Property as a retail complex compased
of approximately four - hundred twenty -five thousand (425,000) square feet that is projected to
include large retail stores, specialty retail stores, sit -down restaurants and other uses (the
"Project ")
14 City has certified a Final Environmental Impact Report for Environmental
Assessment No 631 (SCH No 2003121037) (the "EIR "), and has approved the Mitigation
Monitoring Plan for the EIR, General Plan Amendment No 034, Zone Change No 03 -2, Zone
Text Amendment No 04 -1, Subdivision No. 03 -7 (Vesting Tentative Tract No 061630), and this
Development Agreement No 03 -1 (the foregoing are collectively referred to as the "Project
Approvals ") Developer's application for the Project Approvals was deemed complete by the
City on November 10, 2004. Concurrently with the City's approval of the Project Approvals,
City has-also, as part of General Plan Amendment No 03 -5, Zone Change No 03 -3 and Zone
Text Amendment No 04 -1, re- designated and rezoned other property in the vicinity of the
Property with a "Commercial Center (C -4)" land use and zoning designation (the "Other C -4
Property") a portion of which (approximately 13 acres) Developer has an option to acquire from
property owner and the balance of which (approximately 42 acres) is owned by third parties
15 By this Agreement, City desires to obtain the binding agreement of
Developer to develop the Property in accordance with the Project Approvals, Applicable Rules
and this Agreement In consideration thereof, City agrees to limit the future exercise of certain
of its governmental and proprietary powers to the extent specified in this Agreement
1 6 By this Agreement, Developer desires to obtain the binding agreement of
City to permit the development of the Property in accordance with the Project Approvals, the
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Applicable Rules (as hereinafter defined) and this Agreement Inconsideration thereof,
Developer agrees to waive its rights, if any, to challenge legally the limitations on density and
use unposed upon development of the Property and other restrictions and obligations set forth in
this Agreement and the Project Approvals
17 City and Developer have acknowledged and agreed that the consideration
that is to be exchanged pursuant to this Agreement is fair, .just and reasonable and that this
Agreement is consistent with the General Plan of City
1 8 This Agreement is intended to provide flexible entitlements, within the
parameters set forth herem and subject to the terms and conditions hereof, to meet the changing
market demands that are likely to occur throughout the buildout of the Project
1 9 The proposed Project uses are consistent with the City's General Plan, as
amended, (the "General Plan ").
1 10 Development of the Project will further the comprehensive planning
objectives contained within the General Plan, and will result in public benefits, including, among
others, the following
1 10 I Fulfilling long -term economic and social goals for City and the
community,
1 10.2 Providing fiscal benefits to City's general fund in terms of
increased employment and utility, business license, property and other tax revenues, which are
anticipated to exceed $1,000,000 annually,
1 10 3 Providing both short-term construction employment (estimated to
be approximately 250 persons) and long -term permanent employment (estimated to be
approximately 952 persons) within City,
1 10 4 Phasing the construction of public infrastructure improvements
with private development,
1 10 5 Eliminating blighted areas and providing an attractive urban
destination,
1 10 6 Facilitating environmental remediation on and around the
Property,
1 10 7 Funding planned circulation element improvements at no cost to
the City, and
1 10 8 Creating significant offsne public improvements, including streets,
signals, medians and landscaping
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1 11 On November 15, 2004, the Planning Commission of the City commenced
a duly noticed public hearing on this Agreement, continued the public hearing to December 15,
2004 and at the conclusion of the hearing recommended approval of the Agreement
1 12 On February 15, 2005, the City Council of the City ("City Council")
commenced a duly noticed public hearing on this Agreement, and continued the public hearing
to March 1, 2005 and at the conclusion of the hearing certified the EIR by Resolution No 4415
and approved this Agreement by Ordinance No 1382 (the "Enabling Ordinance ")
2 Pronerty Subject to this Agreement All of the Property shall be subject to this
Agreement
3 Binding Effect The burdens of this Agreement are binding upon, and the benefits of the
Agreement inure to the City and the Developer to the extent the Developer ultimately exercises
its option to purchase the Property and each successive successor in interest thereto and
constitute covenants that run with the Property. Any and all rights and obligations that are
attributed to the Developer under this Agreement shall run with the land irrespective of whether
the Developer exercises its option to purchase the Property In addition, if Developer does not
exercise such option, it shall still be obligated to fulfill the conditions set forth in Section 6 8 of
this Agreement
3 1 Constructive Notice and Acceptance Every person who acquires any
right, title or interest in or to any portion of the Property in which the Developer has a legal
interest is, and shall be, conclusively deemed to have consented and agreed to be bound by this
Agreement, whether or not any reference to this Agreement is contained in the instrument by
which such person acquired such right, title or interest
3 2 Rights to Assign Developer may assign or transfer its rights and
obligations under this Agreement with respect to the Property, or any portion thereof, to any
person at any time during the terns of this Agreement without approval of the City
3 3 Liabilities Upon Transfer. Upon the delegation of the duties and
obligations under this Agreement and the sale, transfer or assignment of all or any portion of the
Property, Developer will be released from its obligations under this Agreement with respect to
the Property, or portion thereof, so transferred ansmg subsequent to the effective date of such
transfer, if (i) Developer has provided to the City prior or subsequent written notice of such
transfer and (u) the transferee has agreed in writing to be subject to all of the provisions hereof
applicable to the portion of the Property so transferred by executing an Assignment and
Assumption Agreement in the form of Exhibit "B" attached hereto Upon any transfer of any
portion of the Property and the express assumption of Developer's obligations under this
Agreement by such transferee, the City agrees to look solely to the transferee for compliance by
such transferee with the provisions of this Agreement as such provisions relate to the portion of
the Property acquired by such transferee Any such transferee shall be entitled to the benefits of
this Agreement as "Developer" hereunder and shall be subject to the obligations of this
Agreement applicable to the parcel(s) transferred A default by any transferee shall only affect
that portion of the Property owned by such transferee and shall not cancel or diminish in any way
Developer's rights hereunder with respect to any portion of the Property not owned by such
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transferee The transferee shall be responsible for satisfying the good faith compliance `O
requirements set forth in Section 9 below relating to the portion of the Property owned by such
transferee, and any amendment to this Agreement between the City and a transferee shall only
affect the portion of the Property owned by such transferee
4 Development of the Property The following provisions shall govern the subdivision,
development and use of the Property
41 Permitted Uses, Density The pemutted and conditionally permitted uses
of the Property are those set forth in the City's Mumcipal Code which are applicable to the
Property/Project, except
4 1 1 Food To Go Restaurant "Food to go" restaurants (defined in
Section 15 -1 -6 of the El Segundo Municipal Code) are not permitted or conditionally perm_ itted
uses
4 1 2 Grocery Store For a period of one (1) year following the date that
the permitted 425,000 of developable floor area of the Project is ninety percent (90 1/0) occupied
(the "Whole Foods Period" ), a grocery store will only be a permitted use to the extent it is a
"Whole Foods" grocery store During the Whole Foods Period, the Developer shall have the
right to request that the City Council approve of a grocery store other than "Whole Foods" and
the City Council may approve or deny such request in its sole discretion
4 13 Fast Food Restaurants Unless such use is incidental to the
primary business of an occupant of a building, "Fast food" restaurants shall not be allowed
within 150 feet of Sepulveda Boulevard, or south of the current locations of the Union Pacific
Railroad or the Burlington Northern Santa Fe Railroad lines "Fast food" restaurant re defined as
"A restaurant where customers purchase food and beverages and either consume the food and
beverages on the premises within a short period of time or take the food and beverages off the
premises Typical characteristics of a fast food restaurant include but are not limited to, the
purchase of food and beverages at a walk -up window or counter, no table service by a server,
payment for food and beverages prior to consumption, and the packaging of food and beverages
in disposable containers, A restaurant shall not be considered a fast food or take -out restaurant
solely on the basis of incidental or occasional take -out sales "
- 4 14 Banks and Day Spas One Bank shall be permitted One day spa
with a minimum floor area of 5,000 square feet shall be permitted.
4 1 5 Restaurants A minimum of two (2) full service, sit down
restaurants that serve both lunch and dinner, which have at least 6,000 square feet of floor area
(including outdoor dining facilities) ( "Full Service Restaurant") shall be constructed, provided,
however, if Developer is not able to lease space to a second Full Service Restaurant within two
(2) years following the date the Project is ninety percent (90 %) occupied, the requirements of
this Section 4 1 5 shall be reduced from two (2) to one (1) Full Service Restaurant
shall be pernutted
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42 Development Standards All design and development standards that shall t
be applicable to the Property ( "Development Standards ") are set forth in the El Segundo General
Plan, the El Segundo Municipal Code, the Applicable Rules, the Project Approvals, and this
Agreement Additionally, the following restrictions apply
4 2 1 Tenant/Owner Use Space No uses within the Project shall exceed
125,000 square feet of floor area in size
4 2 2 Limitations on Minimum Square Footage of Buildings and Space.
Except with respect to the two restaurants identified in Section 4 15 above, a maximum of
75,000 square feet of the allowable building area allowed on the Property can be developed
and/or utilized for uses that occupy less than 10,000 square feet of building space With respect
to such 75,000 square feet, a maximum of 8 building pads (exclusive of the "Full Service
Restaurants" referred to in Section 4 15 above) may be less than 10,000 square feet each
Moreover, no building pads on the Property may be less than 5,000 square feet in size
Additionally, with respect to the 75,000 square feet, only those uses identified on Exhibit "C"
shall be allowed to occupy less than 1,500 square feet of building space or uses which are the
reasonable equivalents of the specific businesses listed in Exhibit "C" as determined by the
Planning and Building Safety Director in his or her sole discretion In addition, the Developer
shall have the right to request that the City Council approve of deviations from the restrictions
set forth in this Section 4 2 2 and the City Council may approve or deny such requests in its sole
discretion As used in this Agreement, the term "building pad" shall be defined to mean the total
ground floor area of any individual building constructed on the Property
4 2 3 Transfer of Development Rights The Developer shall have the
right to transfer floor area between parcels that are created within Area A as a part of the Project
Approvals so long as no parcel exceeds a floor area ratio of 0 6 1 Such transfers of floor area
shall be recorded against the properties involved in the transfer of floor area in accordance with
the requirements of the C -4 Zoning The Planning and Building Safety Director or decignee must
review the application for transfer of floor area to ensure conformity with the requirements of
this Section 4 2 3. This review shall not be subject to a public hearing process Transfer of floor
area from properties located outside of Area A to any parcel within Area A is strictly prohibited
43 Building Standards All construction on the Property shall adhere to the
California Building Code, the California Electrical Code, the California Mechanical Code, the
Uniform Sign Code, the Uniform Code for Abatement of Dangerous Buildings, and Uniform
Administrative Code in effect at the time the plan check or permit is approved and to any federal
or state building requirements that are then in effect (collectively the `Building Codes ")
44 Fees, Exactions, Mitigation Measures, Conditions Reservations and
Dedications All fees, exactions, mitigation measures, conditions, reservations and deal cations
of land for public purposes that are applicable to the Project or the Property are set forth in the
Applicable Rules, the Project Approvals and this Agreement Additionally, Developer shall pay
all applicable fees that are in effect at the time that fees are required to be paid pursuant to
Section 6 2 of this Agreement This Section shall not be construed to limit the authority of City
to charge normal and customary application, processing, and permit fees for land use approvals,
05 0797875
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building permits and other stmilar permits, which fees are designed to reimburse City's actual
expenses attributable to such application, processing and permitting and are in force and effect
on a City -wide basis at such time as said approvals and permits are granted by City -
4.5 Use of Easements Notwithstanding the provisions of the Applicable
Rules, easements dedicated for vehicular and pedestrian use shall be permitted to include
easements for underground drainage, water, sewer, gas, electricity, telephone, cable,
environmental remediation and other utilities and facilities so long as they do not unreasonably
interfere with pedestrian and/or vehicular use
Vesting of Development Rights
5 1 Applicable Rules The Applicable Rules shall consist of the following
5 1 1 The General Plan, as it exists on the Effective Date,
5 1 2 The City's Municipal Code, including the Zoning Code, as the
Municipal Code exists on the Effective Date,
5 13 Such other laws, ordinances, rules, regulations, and officiel
policies governing permitted uses of the Property, density, design, improvement, and
construction standards and specifications applicable to the development of the Property in force
at the time of the Effective Date, wtuch are not in conflict with this Agreement
5 2 Entitlement to Develop The Developer is hereby granted the ve3ted right
to develop the Project on the Property subject to the Applicable Rules, the Project Approvals and
any future approvals applied for by the Developer and granted by the City for the Protect Cr. the
Property (the "Future Approvals ").
5 3 Subsequent Enactments. Any change in the Applicable Rules, including,
without tirnitation, any change m any applicable general plan or specific plan, zoning, or
subdivision regulation, adopted or becoming effective after the Effective Date, mcluding,
without limitation, any such change by means of an ordinance, initiative, resolution, policy, order
or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council,
the Planning Commission or any other board, agency, commission or department of the City, or
any officer or employee thereof, or by the electorate, as the case may be (collectively the
"Subsequent Rules "), which would, absent this Agreement, otherwise be applicable to the
Property, shall not be applied by the City to any part of the Property,
54 Future Approvals
5 4 1 Minor Modifications to Project Developer may make minor
changes to the Project and Project Approvals ( "Minor Modifications ") without amending this
Agreement upon the administrative approval of the City of El Segundo Director of Planning and
Building Safety (the "City Planning and Building Safety Director ") or designee, provided that
such modifications are consistent with the Development Standards, Applicable Rules and Project
Approvals The City shall not unreasonably withhold or delay approval of any Minor
Modification The City shall have the right to impose reasonable conditions in connection with
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Minor Modifications, provided, however, such conditions shall not (a) be inconsistent with the
Applicable Rules, the Project Approvals or with the development of the Project as contemplated
by this Agreement, (b) directly or indirectly, unreasonably hinder, delay, impede, obstruct,
interfere with, or place unreasonably burdensome or restrictive measures or requirements upon
development of the Project or the Property or any portion thereof, or (c) mipose additional
dedications, infrastructure or public improvement obligations, fees, or exactions in excess of
those identified in the Applicable Rules, the Project Approvals, or this Agreement
5 4 2 Modification of Project Approvals It is contemplated by City and
Developer that Developer may, from time to tune, pursuant to Section 5 4 1 seek amendments to
one or more of the Project Approvals Any such amendments are contemplated by City and
Developer as being within the scope of this Agreement as long as they are authorized pursuant to
this Section 5 4 2 and shall, upon approval by City, continue to constitute the Project Approvals
as referenced herein The parties agree that any such amendments shall not constitute an -
amendment to this Agreement nor require an amendment to this Agreement
5 4 3 Modifications Reouirmg Amendment to this Agreement Any
proposed modification to the Project which results in any of the following shall not constitute a
Minor Modification but rather shall constitute a Major Modification and shall instead require an
amendment to this Agreement pursuant to Section 15 below
(a) Any decrease in the required building setbacks as set forth
in the C-4 Zone,
(b) Any increase in the total developable square footage of the
entire Property in excess of the maximum FAR allowed under the C-4 Zone,
(c) Any increase in height of buildings or structures on the
Property above 65 feet,
(d) Any decrease in the mtnuntmi required lot area as set forth
in the C-4 Zone,
(e) Any decrease in the minimum required lot frontage as set
forth in the C -4 Zone,
(f) Except as set forth in Section 4 2 3 above, any change to
the requirements of the transfer of development rights as set forth in the C-4 Zone,
(g) Any increase in the maximum number of A M and P M
peak how vehicle trips for the Project as specified in the conditions of approval and Mitigation
Monitoring and Reporting Program (MMRP), unless a subsequent traffic report has been
prepared to the reasonable satisfaction of the City's Planning and Building Safety Director that
idennfies potential impacts and proposes feasible mitigation measures to mitigate such impacts
and otherwise complies with CEQA,
(h) Any change in use to a use which is not permitted under
this Agreement,
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(i) Any deviation from the uses and development standards or
(mutations set forth in Section 4 1 and Section 4 2 of this Agreement, except to the extent these
Sections specifically provide for the Council to approve of alternative uses or square footage
requirements, and,
V) Any material modification to Developer's obligation to
dedicate the public roadways to the City as provided in. the conditions of approval and the
MMRP
Other than the Major Modifications listed above, all other modifications to the Project shall be
considered "Minor Modifications "
5.5 Plan Review Plans for each building on the Property, including plans for
signage, trash enclosures and screening and landscaping, shall be reviewed and approved by the
City Planning and Building Safety Director prior to issuance of a building permit, provided,
however, that, notwithstanding anything to the contrary contained in the Applicable Rules, the
sole purpose of such review shall be to venfy consistency with the Development Standards,
Applicable Rules and Project Approvals. The City Planning and Building Safety Director shall
approve all features which are consistent with the Development Standards, Applicable Rules or
Project Approvals or are otherwise specifically approved by this Agreement and shall have no
authority to disapprove or conditionally approve any features or matters which are consistent
with or otherwise which have been specifically approved by this Agreement
56 Timm¢ of Development In Pardee Construction Cc v City of Camarillo
(Pardee), 37 Cal.3d 465 (1984), the California Supreme Court held that the failure of the parties
therem to provide for the turfing or rate of development resulted in a later - adopted initiative
restricting the rate of development to prevail against the parties' agreement City and Developer
intend to avoid the result in Pardee by acknowledging and providing that Developer shall have
the right, without obligation, to develop the Property in such order and at such rate and tunes as
Developer deems appropriate within the exercise of its subjective business judgment subject to
the term of this Agreement
In furtherance of the Parties' intent, as set forth in this Section, no future
amendment of any existing City ordinance or resolution, or future adoption of any ordinance,
resolution or other action, that purports to linut the rate or timing of development over time or
alter the sequencing of development phases, whether adopted or imposed by the City Council or
through the initiative or referendum process, shall apply to the Property However, nothing in
this Section shall be construed to limit City's right to enforce Developer's obligation pursuant to
this Agreement to provide all infrastructure required by the Project Approvals and this
Agreement
57 Term This Agreement shall be in effect for a period of eight (8) years
from the effective date of the Enabling Ordinance However, Developer or City shall be entitled
to, by written notice to the other Party prior to the Agreement's expiration, one (1) five (5) -year
extension, provided that the requesting Parry is not in material default of its obligations
hereunder at such time
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5.8 Issuance of Building Permits No building permit, final inspection or
Certificate of Occupancy will be unreasonably withheld, conditioned, or delayed from the
Developer if all infrastructure required to serve the portion of the Property covered by the
building permit, final inspection or Certificate of Occupancy is in place or is suitably guaranteed
to be completed (by covenant, bond, letter of credit or otherwise) to the reasonable satisfaction of
the City prior to completion of construction and all of the other relevant provisions of the Project
Approvals, Future Approvals and this Agreement have been satisfied
59 Satisfaction of Mitigation Measures and Conditions In the event that any
of the mitigation measures or conditions required of Developer hereunder have been
implemented by others, Developer shall be conclusively deemed to have satisfied such
mitigation measures or conditions, consistent with CEQA If any such mitigation measures or
conditions are rejected by a governmental agency withjunsdiction, the Developer may
implement reasonably equivalent substitute mitigation, consistent with CEQA, to the City's
satisfaction, in lieu of the rejected mitigation measures or conditions Such substitution shall be
deemed to be a Minor Modification pursuant to Section 5 4 1 above
5 10 Moratorium The City shall not impose a moratorium on the Property
unless such is necessary to protect a significant threat to the health, safety and welfare of the
City
5 11 Performance of City Planning and Building Safety Director Duties. If the
City determines at any time during the term of this Agreement that the duties to be performed by
the City Planning and Building Safety Director under this Agreement will be performed by one
or more staff members other than the Planning and Building Safety Director, the City shall
endeavor to notify the Developer of such change The City shall ensure that a person or persons
are designated at all times to carry out the duties of the Planning and Building Safety Director set
forth in this Agreement
6 Developer Agreements
6 1 General The Developer shall comply with (i) this Agreement, (n) the
Project Approvals, including without limitation all mitigation measures required by the
determination made pursuant to the California Environmental Quality Act, and (iii) all Future
Approvals for which it is the applicant or a successor in interest to the applicant
62 Development Fees Subject to the provisions of Section 4 4 above,
Developer shall pay the development fees in effect at such time that building permits are issued
for the Project The Developer shall be entitled to credits against the City's traffic mitigation
fees to the extent off -site traffic improvements that are required by the Project Approvals are
included in any subsequent traffic fee mitigation program adopted by the City pursuant to
Government Code Section 66000 et seq Such credits shall be based upon the actual audited
costs and shall only be granted to the extent such improvements are constructed in accordance
with all applicable state and local laws The Developer waives any and all rights it may have to
challenge development fees that are currently applicable to development within the City and the
City's right to amend its current development fees and/or impose additional development fees
However, the Developer retains the legal right to challenge the amount of any such amended or
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increased development fees to the extent such are not in compliance with the requirements of
Government Code Section 66000 et seq as well as it right to receive credits against such
amended or increased fees
6.3 Maintenance Obligations The Developer shall maintain all portions of
the Property in its possession or control, and any improvements thereon, in a first class clean,
neat and orderly manner The Parties' respective maintenance obligations shall survive any
termination or expiration of this Agreement
64 Term of Mao(s) and Other Project Approvals Pursuant to Califorma
Government Code Sections 66452 6(a) and 65863 9, the term of any subdivision or parcel map
that has been or in the future may be processed on all or any portion of the Property and the term
of each of the Project Approvals shall be extended for a period of time through the scheduled
termination date of this Agreement as set forth in Section 5 7 above -
65 Sales and Use Tax
(a) In the event the contract price for any work on the Project
is valued at five million dollars ($5,000,000) or more, Developer agrees to report, on a State
Board of Equalization Tax Returti, any purchases of tangible personal property made in
connection with the finishing of and/or installation of materials, or fixtures for the Project, when
such purchases were made without sales or use tax due Developer shall indicate the City as a
registered job site location on the State Board of Equalization Tax Return Ln such event,
Developer shall also obtain a permit or a sub- petnut from the State Board of Equalization
indicating the City as the registered job site location, in accordance with State Board of
Equalization Operations Memorandum No 1023.
(b) Developer further agrees that if Developer retains
contractors or subcontractors to perform a portion of work in the Project, and said contracts or
subcontracts are valued at five million dollars ($5,000,000) or more, said contracts or
subcontracts shall contain the provisions set forth in Subsection (a) above
(c) The Director of Adirumstrative Services of the City is
authorized to relieve Developer, and Developer's contractors and subcontractors, from the
requirements set forth in this Section 6.5 upon proof to the reasonable satisfaction of the Director
of Adininrstrative Services that Developer and/or its contractors or subcontractors have made
good faith efforts to obtain said permit or sub - permits, but were demed the same by the State
Board of Equalization
66 Aquatic Payment Developer upon issuance of the first building peanut for
the Project shall pay the City $15 million for purposes of the City using the funds to repair,
improve, and/or construct aquatic facilities within the City
67 Future Construction Activities The development of the CA Zone, which
Zone was established concurrently with this Agreement, will likely involve the construction of
significant public infrastructure improvements in the future (for example, public roadways and
utilities) The Developer, owners and occupants of the Property are hereby on notice that such
construction activities may result in a reduced but not a lack of access to the Property and other
44386U060366v20 10 05 0797875
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temporary physical and financial negative impacts to the Property and the uses thereon due to
noise, dust, vibration and other normal and temporary construction related impacts Developer,
owners and occupants of the Property agree not to file any claims or legal or equitable actions
against the City or the developers of the C-4 Zone relating to, or ansing from, such temporary
negative impacts associated with such public improvement construction activities that seek to
enjoin the construction activities or seek damages based upon or arising out of alleged or actual
temporary business interruption to or temporary business financial losses incurred by the
Developer, owners or occupants of the Property This provision shall survive the termination of
this Agreement and shall remam to effect for a period of 30 years from the effective date of this
Agreement
68 Contribution to Downtown Developer agrees to pay the City $125,000
upon the earlier of (1) the expiration of the statute of limitation for challenging the Project
Approvals with no challenge having been filed, or (2) upon a final court judgment or setflement
of litigation which results in the Developer being allowed to proceed with development of the
Property, , Thereafter, Developer shall pay the City an additional $125,000 within one year of
the date upon which the Developer was obligated to make the first $125,000 payment to the City
These funds paid to the City shall be used for purposes of enhancing, promoting, or mamtaming
the public right of ways adjacent to the business and properties within the Downtown Specific
Plan area The City shall form a subcommittee with representatives from the City and business
community for purposes of forming recommendations to the City Council with respect to the
expenditure of such funds
69 Third -Party Ain-eementa Restnctine Uses on Property Deveioner
warrants and represents that rt has not and will not enter into any agreements with third - parties,
or record any restrictions against the Property, which directly or indirectly hmir the potential
uses for the Property that are currently permitted pursuant to this Agree_nent or in the C-4 Zo-ie
in any respect, including but not limited to We particular retailers, types and/or sizes of
structures or businesses, types of uses, or the owners of any businesses allowed on the Property
The Developer may request that the City Council consent to any such restncrion which consent
may be withheld in the City Council's sole discretion Without acknowledging that any of the
uses identified in (5) and (7) below are permitted pursuant to this Agreement or the C -4 Zone,
the provisions of this Section 6 9 shall not apply to, or affect or restrict the terms of (1) any lease
between the Developer and a bona fide tenant of the Property for purposes of restricting
competition relating to the tenant's business, (2) any purchase and sale agreement between the
Developer and a bona fide retail business/purchaser of one or more parcels of the Property for
purposes of restricting competition relating to the retailer's business, (3) any agreement or
permit between the Developer and any federal, state or regional regulatory agency (not including
the County of Los Angeles (except to the extent County permits may be required to drill any
wells on the Property and/or to discharge into the sanitary sewer system) or cities), such as, but
not limited to the Army Corps of Engineers, the Environmental Protection Agency, the
Department of Fish and Wildlife, the Department of Toxic Substances Control, the Public
Utilities Commission, the Regional Water Quality Control Board and the California Department
of Fish and Game,(4) normal and customary covenants, conditions and restrictions for retail
centers (commonly referred to as "CC &R's ") so long as such do not restrict the uses that are
currently permitted on the Property pursuant to this Agreement or the C -4 Zone, (5) any
restrictions on residential, health care, child care, schools, or other similar uses imposed by the
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current owner of the Property, Honeywell International Inc , (6) any restrictions on using
groundwater underneath the Property for human consumption, irrigation, or other purposes that
might bring groundwater into contact with humans; or (7) restrictions prohibiting bowling alleys,
arcades, skating rinks, billiard rooms, carnivals or circuses, the sale of used goods or materials,
dance halls, bars (not including bars that are an ancillary use to another permitted use), funeral
parlors, the sale of paraphernalia for use with illegal drugs, automobile services (including but
not limited to service stations), automobile sales, liquidation sales (not including court ordered
sales), veterinary services (except as ancillary use to a pet store), tattoo parlors and pawn shops
City/Developer Agreements
7 1 Expedited Processing The City shall process, at Developer's expense, in
an expedited manner all plan checking, excavation, grading, building, encroachment and street
improvement permits, Certificates of Occupancy, utility connection authorizations, and other
mtmsterial permits or approvals necessary, convenient or appropriate for the grading, excavation,
construction, development, improvement, use and occupancy of the Project in accordance with
the City's accelerated plan check process under the Applicable Rules Without lunitmg the
foregoing, if requested by Developer, the City agrees to utilize private planners and plan
checkers (upon Developer's request and at Developer's cost) and any other available means to
expedite the processing of Project applications, including concurrent processing of such
applications by various City departments
72 Processing Cooperation and Assistance To the extent permitted by law,
the City shall reasonably cooperate with the Developer in securing any and all entitlements,
( authorizations, permits or approvals which may be required by any other governmental or quasi-
_ governmental entity in connection with the development of the Projector the Property Without
limiting the foregoing, the City shall reasonably cooperate with the Developer in any dealings
with federal, state and other local governmental and quasi- governmental entities concerning
issues affecting the Property The City shall endeavor to keep the Developer fully informed with
respect to its communications with such agencies which could impact the development of the
Property
73 Processing Dunne Third Party Litigation The filing of any third party
lawsuit(s) against the City or the Developer relating to this Agreement, the Project Approvals,
any Future Approvals or to other development issues affecting any portion of the Property or the
Project shall not hinder, delay or stop the development, processing or construction of the Project,
approval of the Future Approvals, or issuance of ministerial peanuts or approvals, unless the third
party obtains a court order preventing the activity
8 Modification/Suspension Pursuant to Government Code Section 65869 5, in the event
that any state or federal law or regulation, enacted after the Effective Date (as defined in Section
18), precludes compliance with any provision of this Agreement, such provision shall be deemed
modified or suspended to the extent practicable to comply with such state or federal law or
regulation, as reasonably determined necessary by City Upon repeal of said law or regulation or
the occurrence of any other event removing the effect thereof upon the Agreement, the
provisions hereof shall be restored to their full original effect
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Demonstration of Good Faith Comnhance 0
9 1 Review of Compliance In accordance with Government Code Section
65865 1, this Section 9 and the Applicable Rules, once each year, on or before each anniversary
of the Effective Date ( "Periodic Review "), the City Planning and Building Safety Director shall
review the extent of the Developer's good faith substantial compliance with the terms and
provisions of this Agreement as well as the performance by the City of its obligations under this
Agreement
92 Good Faith Compliance During each Periodic Review, the Developer
shall demonstrate by written status report that, during the preceding twelve (12) month period,
that it has been in good faith compliance with this Agreement For purposes of this Agreement,
the phrase "good faith compliance" shall mean that the Developer has demonstrated that it has
acted in a commercially reasonable manner (taking into account the circumstances which-then
exist) and in good faith in and has substantially complied with the Developer's material
obligations under this Agreement
93 Information to be Provided to Developer The City shall deliver to the
Developer a copy of all staff reports prepared in connection with a Periodic Review, any prior
staff reports generated during the review period, written comments from the public and, to the
extent practical, all related exhibits concerning such Periodic Review, but in no event later than
six (6) business days prior to the City Planning and Building Safety Director's submittal of a
report setting forth his or her determination as to the results of the Periodic Review Subject to
the provisions of Section 14 1 below, upon the Developer's request, the Developer shall be given
a full and adequate opportunity to be heard orally and in writing regarding its performance and,
at its option, the City's performance under the Agreement prior to the completion of the City
Planning and Building Safety Director's Periodic Review
94 Notice Of Non - Comnhance, Cure Rights. Subject to the provisions of
Section 14 1 below, if at the completion of any Periodic Review, the City Planning and Building
Safety Director reasonably concludes on the basis of substantial evidence that as to any parcel or
parcels comprising the Property (i) the Developer has not demonstrated that it is in good faith
compliance with this Agreement, and (n) that the Developer is out of compliance with a specific
substantive term or provision of this Agreement, then the City Planning and Building Safety
Director may issue and deliver to the Developer a written Notice of Violation as set forth in
Section 11 1 below
95 Determination of Developer's Compliance If the City Planning and
Building Safety Director determines that the Developer has demonstrated that it is in good faith
compliance with this Agreement, the City Planning and Building Safety Director's determination
shall be deemed final and non - appealable If the Developer appeals to the Planning Commission
a determination by the City Planning and Building Safety Director that the Developer is not in
compliance with this Agreement and the Planning Commission determines that the Developer
has demonstrated that it is in good faith compliance with this Agreement, the Planning
Commission's determination shall be deemed final and non - appealable If the Developer appeals
to the City Council a determination by the Planning Commission that the Developer is not in
compliance with this Agreement and the City Council determines that the Developer has
44366\M0366v20 13 05 0797875
demonstrated that it is in good faith compliance with this Agreement, the City Council's o
determination shall be deemed final and non - appealable
96 Failure of Periodic Review. The City's failure to review, at least annually,
compliance by the Developer with the terms and conditions of this Agreement shall not
constitute or be asserted by any Parry as a breach by any other Party of this Agreement
10 Excusable Delays Performance by any Party of its obligations hereunder shall be
excused during any period of "Excusable Delay," as hereinafter defined, provided that the Party
claiming the delay gives notice of the delay to the other Party as soon as reasonably possible
after the same has been ascertained For purposes hereof, Excusable Delay shall mean delay that
directly affects, and is beyond the reasonable control of, the Party claiming the delay, including
without limitation (a) act of God, (b) civil commotion, (c) not, (d) strike, picketing or other
labor dispute; (e) shortage of materials or supplies; (f) damage to work in progress by reason of
fire, flood, earthquake or other casualty, (g) reasonably unforeseeable delay caused by a
reasonably unforeseeable restriction imposed or mandated by a governmental entity other than
City, (h) litigation brought by a third party attacking the validity of this Agreement, a Project
Approval, a Future Approval or any other action necessary for development of the Property, (i)
delays caused by any default by City or the Developer hereunder, or 0) delays due to the
presence or remediation of hazardous materials The term of this Agreement shall be extended
by any period of Excusable Delay
11 Default Provisions
11 1 Default. Either Party to this Agreement shall be deemed to have breached
tlus 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 sixty (60) 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 effects such cure thereafter If the City detennmes that a default may have occurred,
the City shall give written notice to the Developer of its intention to terminate this Agreement
and comply with the notice and public hearing requirements of Government Code Sections
65867 and 65868 At the time and place set for the hearing on termination, the Developer shall
be given an opportunity to be heard If the City Council finds based upon the evidence that the
Developer is in breach of this Agreement, the City Council may modify or terminate this
Agreement
11 2 Content of Notice of Violation Every Notice of Violation shall state with
specificity that it is given pursuant to this Section of the Agreement, the nature of the alleged
breach, (including references to the pertinent provisions of this Agreement), the portion of the
Property involved, and the manner in which the breach may be satisfactorily cured The notice
shall be deemed given in accordance with Section 19 hereof
44386 \1060366x20
14
05 0797875
029
11.3 Remedies for Breach The Parties agree that the remedies for breach of
this Agreement shall be limited to the remedies expressly set forth in this subsection The UX
remedies for breach of tlus Agreement by City or Developer shall be limited to injunctive relief
and/or specific performance
12, Mortgagee Protection. This Agreement shall not prevent or limit the Developer, in any
manner, at Developer's sole discretion, from encumbering the Property or any portion thereof or
any improvements thereon by any mortgage, deed of trust or other security device The City
acknowledges that the lender(s) providing such financing ( "Mortgagee ") may require certain
Agreement interpretations and agrees, upon request, from time to time, to meet with the
Developer and representatives of such lender(s) to provide within a reasonable time period the
City's response to such requested interpretations The City will not unreasonably withhold its
consent to any such requested interpretation, provided that such interpretation is consistent with
the intent and purposes of this Agreement Any Mortgagee of a mortgage or a beneficiary of a
deed of trust or any successor or assign thereof, including without limitation the purchaser at a
judicial or non J udicial foreclosure sale or a person or entity who obtains title by deed-in-lieu of
foreclosure on the Property shall be entitled to the following rights and privileges
12 1 Mortgage Not Rendered Invand Neither entering into this Agreement nor
a breach of this Agreement shall defeat, render invalid, diminish, or impair the priority of the lien
of any mortgage or deed of trust on the Property made in good faith and for value No
Mortgagee shall have an obligation or duty under this Agreement to perform the Developer's
obligations, or to guarantee such performance, prior to taking title to all or a portion of the
Property
122 Request for Notice to Mortgagee The Mortgagee of any mortgage or
deed of trust encumbering the Property, or any part thereof, who has submitted a request in
writing to the City in the manner specified herem for giving notices, shall be entitled to receive a
copy of any Notice of Violation delivered to the Developer
12 3 Mortgagee's Time to Cure. The City shall provide a copy of any Notice
of Violation to the Mortgagee within ten (10) days of sending the Notice of Violation to the
Developer The Mortgagee shall have the right, but not the obligation, to cure the default for a
period of thirty (30) days after receipt of such Notice of Violation Notwithstanding the
foregoing, if such default shall be a default which can only be remedied by such Mortgagee
obtaining possession of a Property, or any portion thereof, and such Mortgagee seeks to obtain
possession, such Mortgagee shall have until thirty (30) days after the date of obtaining such
possession to cure or, if such default cannot reasonably be cured within such period, to
commence to cure such default, provided that such default is cured no later than one (1) year
after Mortgagee obtains such possession
124 Cure Rights Any Mortgagee who takes title to all of the Property, or any
part thereof, pursuant to foreclosure of the mortgage or deed of trust, or a deed in lieu of
foreclosure, shall succeed to the rights and obligations of the Developer under this Agreement as
to the Property or portion thereof so acquired, provided, however, in no event shall such
Mortgagee be liable for any defaults or monetary obligations of the Developer ansing prior to
acquisition of title to the Property by such Mortgagee, except that any such Mortgagee shall not
44386\1060366v20 15 05 0797875
1J . �0 0
be entitled to a building permit or occupancy certificate until all delinquent and current fees and /y
other monetary or non - monetary obligations due under this Agreement for the Property, or Q
portion thereof acquired by such Mortgagee, have been satisfied
125 Bankruntcv If any Mortgagee is prohibited from commencing or
prosecuting foreclosure or other appropriate proceedings in the nature of foreclosure by any
process or injunction issued by any court or by reason of any action by any court having
jurisdiction of any bankruptcy or insolvency proceedings involving the Developer, the times
specified in Section 12 3 above shall be extended for the period of the prohibition, except that
any such extension shall not extend the term of this Agreement
126 Disaffirmati on If this Agreement is terminated as to any portion of the
Property by reason of (i) any default or (u) as a result of a bankruptcy proceeding, this
Agreement is disaffirmed by a receiver, liquidator, or trustee for the Developer or its property,
the City, if requested by any Mortgagee, shalt negotiate in good faith with such Mortgagee for a
new development agreement for the Project as to such portion of the Property with the most
senior Mortgagee requesting such new agreement This Agreement does not require any
Mortgagee or the City to enter into a new development agreement pursuant to this Section,
13 Estoppel Certificate At any time and from time to tune, the Developer may deliver
written notice to City and City may deliver written notice to the Developer requesting that such
Party certify in writing that, to the knowledge of the certifying Party (i) this Agreement is in full
force and effect and a binding obligation of the Parties, (u) this Agreement has not been
amended, or if amended, the identity of each amendment, and (iii) the requesting Party is not in
breach of this Agreement, or if in breach, a description of each such breach The Party receiving
such a request shall execute and return the certificate within thirty (30) days following receipt of
the notice The failure of the City to deliver such a written notice within such tune shall
constitute a conclusive presumption against the City that, except as may be represented by the
Developer, this Agreement is in full force and effect without modification, and that there are no
uncured defaults in the performance of the Developer The City Planning and Building Safety
Director shall be authorized to execute, on behalf of the City, any Estoppel Certificate requested
by the Developer City acknowledges that a certificate may be relied upon by successors in
interest to the Developer who requested the certificate and by holders of record of deeds of mist
on the portion of the Property in which that Developer has a legal interest
14 Administration of Agreement
141 Appeal of Staff Determinations Any decision by City staff concerning
the interpretation or administration of this Agreement or development of the Property in
accordance herewith may be appealed by the Developer to the Planning Commission, and
thereafter, if necessary, to the City Council pursuant to the El Segundo Municipal Code The
Developer shall not seek judicial review of any staff decision without first having exhausted its
remedies pursuant to this Section Final determinations by the City Council are subject to
.judicial review subject to the restrictions and limitations of California law
142 Operating Memoranda The provisions of this Agreement require a close
degree of cooperation between City and Developer During the Term of this Agreement,
44386 \1060366v20 16 05 0797875
031
clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the `h
details of performance of City and Developer If and when, from tune to time, during the term of J
this Agreement, City and Developer agree that such clarifications are necessary or appropriate,
they shall effectuate such clarification through operating memoranda approved in writing by City
and Developer, which, after execution, shall be attached hereto and become part of this
Agreement and the same may be further clarified from time to time as necessary with future
written approval by City and the Developer Operating memoranda are not intended to and shall
not constitute an amendment to this Agreement but are mere ministerial clarifications, therefore
public notices and hearings shall not be required The City Attorney shall be authorized, upon
consultation with, and approval of, the Developer, to determine whether a requested clarification
may be effectuated pursuant to this Section or whether the requested clarification is of such
character to constitute an amendment hereof which requires compliance with the provisions of
Section 15 below The authority to enter into such operating memoranda is hereby delegated to
the City Planning and Building Safety Director, and the City Planning and Building Safety
Director is hereby authorized to execute any operating memoranda hereunder without further
City Council action
143 Certificate of Performance Upon the completion of the Project, or the
completion of development of any parcel within the Project, or upon completion of performance
of this Agreement or its earlier revocation and termination, the City shall provide the Developer,
upon the Developer's request, with a statement ( "Certificate of Performance ") evidencing said
completion or revocation and the release of the Developer from further obligations hereunder,
except for any ongoing obligations hereunder. The Certificate of Performance shall be signed by
the appropriate agents of the Developer and the City and shall be recorded in the official records
of Los Angeles County, California. Such Certificate of Performance is not a notice of
completion as referred to in California Civil Code Section 3093
15 Amendment or Termination by Mutual Consent Except as otherwise set forth herein,
this Agreement may only be amended or terminated, in whole or in part, by mutual consent of
City and the Developer, and upon compliance with the provisions of Government Code Section
65867
16 Indemmfrcahon/Defense.
161 Indemnification The Developer shall indemnify, defend with counsel
reasonably acceptable to the City, and hold harmless the City and its officers, employees and
agents from and against any and all losses, liabilities, fines, penalties, costs, claims, demands,
damages, injuries or judgments ansing out of, or resulting in any way from, the Developer's
performance pursuant to this Agreement except to the extent such is a result of the City's
negligence or intentional misconduct
Developer shall mderrmify, defend with counsel reasonably acceptable to
the City, and hold harmless the City and its officers, employees and agents from and against any
action or proceeding to attack, review, set aside, void or annul this Agreement or the Project
Approvals or any provisions thereof, including without limitation the CEQA determination and
rezoning relating to the Other C -4 Property which is not otherwise the subject of this
Agreement
44386 \1060366,20
17
05 0797875
032
162 Defense of Agreement If the City accepts Developer's indemnification
and defense as provided in Section 16 1 above, the City agrees to and shall timely take all actions
wluch are necessary or required to uphold the validity and enforceability of this Agreement and
the Applicable Rules. This Section 16 shall survive the termination of this Agreement
17 Time of Essence Time is of the essence for each provision of this Agreement of winch
time is an element
18 Effective Date This Agreement shall become operative on the date the Enabling
Ordinance becomes effective (the "Effective Date ") pursuant to Government Code Section
36937
19 Notices Any notice shall be in writing and given by delivering the same in person or by
sending the same by registered or certified mail, return receipt requested, with postage prepaid,
by overnight delivery, or by facsimile to the respective mailing addresses, as follows.
If to City City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention City Clerk
With a Copy to. Jenkins & Hogm LLP
Manhattan Towers
1230 Rosecrans Avenue, Suite 110
Manhattan Beach, CA 90266
Attention Mark D Hensley, Esq
If to Developer Rosecrans- Sepulveda Partners, LLC
c/o Mar Ventures, Inc
2050 West 190th Street, Suite 201
Torrance, CA 90504
Attention Allan W Mackenzie
With a Copy to Continental Development Corporation
2041 Rosecrans Avenue, Suite 265
El Segundo, CA 90245
Attention Leonard E Blakesley, Jr
Comstock Crosser & Associates
321 12th Street, Suite 200
Manhattan Beach, CA 90266
Attention Daniel D Crosser
44386V060366v20
Law Offices of Daniel Romano
11661 San Vicente Blvd, Suite 802
Los Angeles, CA 90049
Attention Daniel Romano, Esq
E
05 0797875
033
Cox, Castle & Nicholson LLP /
2049 Century Park East, Suite 2800
Los Angeles, CA 90067
Attention Ronald I Silverman, Esq
Either City or Developer may change its mailing address at any time by giving written notice of
such change to the other in the manner provided herein at least ten days prior to the date such
change is effected All notices under this Agreement shall be deemed given, received, made or
communicated on the earlier of the date personal delivery is effected or on the delivery date or
attempted delivery date shown on the return receipt, air bill or facsimile
20 Entire Agreement This Agreement contains the entire agreement between the Parties
regarding the subject matter hereof, and all prior agreements or understandings, oral or written,
are hereby merged herein. This Agreement shall not be amended, except as expressly provided
herein
21. Waiver No waiver of any provision of this Agreement shall constitute a waiver of any
other provision, whether or not similar, nor shall any such waiver constitute a continuing or
subsequent waiver of the same provision No waiver shall be binding, unless it is executed in
wntmg by a duly authorized representative of the Parry against whom enforcement of the waiver
is sought.
22 Severabihty If any provision of this Agreement is determined by a court of competent
,jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall be effective to
the extent the remaining provisions are not rendered impractical to perform, taking into
consideration the purposes of this Agreement
23. Relationship of the Parties Each Party acknowledges that, in entering into and
perforimirg under this Agreement, it is acting as an independent entity and not as an agent of any
other Party in any respect Nothing contained herein or in any document executed in connection
herewith shall be construed as creating the relationship of partners, joint ventures or any other
association of any kind or nature between City and Developer, jointly or severally
24 No Third Party Beneficiaries This Agreement is made and entered into for the sole
benefit of the Parties and their successors in interest No other person or party shall have any
right of-action based upon any provision of this Agreement
25 Recordation of Agreement and Amendments This Agreement and any amendment
thereof shall be recorded with the County Recorder of the County of Los Angeles by the City
Clerk of City
26 C2Meration Between City and Developer City and Developer shall execute and deliver
to the other all such other and further instruments and documents as may be reasonably
necessary to carry out the purposes of this Agreement Upon satisfactory performance by
Developer, and subject to the continuing cooperation of the Developer, City will commence and
in a timely manner proceed to complete all steps necessary for the implementation of this
Agreement and development of the Project or Property in accordance with the terms of this
Agreement
44486\1060366v20 jq 05 0797875
034
27 Rules of Construction The captions and headings of the various sections and subsections
of this Agreement are for convenience of reference only, and they shall not constitute a part of
this Agreement for any other purpose or affect interpretation of the Agreement Should any (J
provision of this Agreement be found to be in conflict with any provision of the Applicable
Rules or the Project Approvals or the Future Approvals, the provisions of this Agreement shall
control
28 Joint Preparation This Agreement shall be deemed to have been prepared jointly and
equally by the Parties, and it shall not be construed against any Party on the ground that the Party
prepared the Agreement or caused it to be prepared
29 Governing Law and Venue This Agreement is made, entered into, and executed in the
County of Los Angeles, California, and the laws of the State of California shall govern its
interpretation and enforcement Any action, suitor proceeding related to, or ansing from, this
Agreement shall be filed in the appropriate court having jurisdiction in the County of Los
Angeles
30 Attorneys' Fees In the event any action, suit or proceeding is brought for the
enforcement or declaration of any right or obligation pursuant to, or as a result of any alleged
breach of, this Agreement, the prevailing Party shall be entitled to its reasonable attorneys' fees
and litigation expenses and costs, and any judgment, order or decree rendered in such action, suit
or proceeding shall include an award thereof
Attorneys' fees under this Section shall include attorneys' fees on any appeal and any
post - judgment proceedings to collector enforce the judgment This provision is separate and
several and shall survive the merger of this Agreement into any judgment on this Agreement
31 Counterparts This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which constitute one and the same instrument
32 Weekend/Holiday Dates Whenever any determination is to be made or action to be
taken on a date specified in this Agreement, if such date shall fall upon a Saturday, Sunday or
holiday observed by federal savings banks in the State of California, the date for such
determination or action shall be extended to the first business day immediately thereafter
33 -Not a Public Dedication Except as otherwise expressly provided herein, nothing herein
contained shall be deemed to be a gift or dedication of the Property, or of the Project, or any
portion thereof, to the general public, for the general public, or for any public use or purpose
whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly
limited to and for the purposes herein expressed for the development of the Project as private
property The Developer shall have the right to prevent or prohibit the use of the Property, or the
Project, or any portion thereof, including common areas and buildings and improvements located
thereon, by any person for any purpose which is not consistent with the development of the
Project Any portion of the Property conveyed to the City by the Developer as provided herein
shall be held and used by the City only for the purposes contemplated herein or otherwise
provided in such conveyance, and the City shall not take or permit to be taken (if within the
power or authority of the City) any action or activity with respect to such portion of the Property
44386 \1060366v20 20 05 0797875
035
that would deprive the Developer of the material benefits of this Agreement, or would in any
manner interfere with the development of the Project as contemplated by this Agreement. l�
44366 \1060366v20
21
05 0797875
036
March 21, 2005
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) 55
CITY OF EL SEGUNDO )
On March 17, 2005, before Cathy Domann, Deputy City Clerk, personally
appeared Kelly McDowell, Mayor of the City of El Segundo, personally known
to me to be the person whose name is subscribed to on the within instrument,
and acknowledged to me that he executed the same m his authorized capacity,
and that by his signature on the instrument the person, or entity upon behalf of
which the persons acted, executed the instrument
Witness my hand and Official Seal
Cathy Domann, Deputy City Clerk
c forms\ certsvg
05 0797875
037
The Owner, Honeywell International Inc., hereby consents to the recording of this Agreements +
with respect to the Praperty and agrees to take all steps necessary to cause the Agreement to be
recorded and acknowledges that this Agreement and the Project Approvals represent burdens and
benefits that will run with the land.
OWNER.
HONEYWELL INTERNATIONAL INC,
a Delaware corporation
B �» 1
Its
By
Its
STATE OF CALIFORNIA )
) SS
COUNTY OF near hE )
On ;=eaj vARS zs , 2005, before me, x¢,a..r a Notary
Public, personally appeared Ptir+xp i AM+ 66 personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he /she executed the same in his /her authorized
capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal
Signature
(Seal)
STATE OF CALIFORNIA _ aRENT ROBERTSON
cOM sues»
) SS W Notary Puww-cnwf j N
COUNTY OF es o�ce°�
6y CORMCE Nev 482086 .,
On re-6rugau as 2005, before me, T lie a Notary
Public, personally appeared AlIgLA V j M04Xwn%irr , remena4y ' (orproved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he /sf�e executed the same in his/I* atithonzed
44386V060366v20 23 05 0797875
�')J8
4438611060366,20
capacity, and that Which the Person acted tns/( s�gna
� , eX�nt� tore on the ins the I NESS my hand and officral seal. �1enf. Vent the Person, or the entity Upon behalf of
24
s'gnatpr _
(Seal) C �
05 0797875 039
EXHIBIT A
PROPERTY DESCRIPTION
29 2 ACRE PROPERTY
THOSE PORTIONS OF THE SOUTHWEST QUARTER OF SECTION 18 TOWNSHIP 3 SOUTH RANGE 14
WEST IN T14E RANCHO SAUSAL REDONDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA
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 SAID EASTERLY LINE AS
FOLLOWS SOUTH 000V 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 TOP 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 CORNER OF THE LAND DESCRIBED IN THE DEED TO THE PACIFIC
ELECTRIC LAND COMPANY, RECORDED M 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 RECORD 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 49 956'05"
EAST A DISTANCE OF 160141 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 841233577,
OFFICIAL RECORDS ATTACHED THERETO A RESOLUTION OF THE CITY OF EL SEGUNDO NO 2030
DATED FEBRUARY 11, 1983, APPROVING SAID LOT LINE ADJUSTMENT
8 1 ACRE PROPERTY
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 92, OFFICIAL RECORDS, SAID POINT BEING 1040 FEET NORTHERLY, MEASURED
ALONG SAID EASTERLY LINE FROM THE INTERSECTION OF SAID EASTERLY LINE WITH THE
443W 1 060366V20 A-1 05 0797875
e
�1�2�J
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 49056'05" WEST A DISTANCE OF 160141 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 79 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
42107 FEET, THENCE EASTERLY ALONG SAID CURVE 390 17 FEET, THENCE TANGENT TO SAID
CURVE AT ITS POINT OF ENDING NORTH 58 006'05" EAST 172 86 FEET, THENCE NORTH 49 056'05"
EAST A DISTANCE OF 1388 71 FEET TO A POINT WHICH BEARS SOUTH 40003'55" EAST FROM THE
POINT OF BEGINNING, THENCE LEAVING SAID NORTHERLY LINE, NORTH 40003'55" WEST 200 FEET
TO THE POINT OF BEGINNING
4 7 ACRE PROPERTY
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
4438611060166v20
A -2
05 0797875 o4l
EXHIBIT B
Recording Requested By and
When Recorded Mail To;
Cox, Castle & Nicholson, LLP
2049 Century Park East, Suite 2800
Los Angeles, California 90067
Atm Ronald I Silverman, Esq
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement") is made and
entered into by and between ROSECRANS - SEPULVEDA PARTNERS, LLC, a California
limited liability company ( "Assignor "), and a
( "Assignee ")
RECITALS
A The City of El Segundo ( "City") and Assignor entered into that certain
Development Agreement dated �, 2005 (the "Development Agreement "), with
respect to the real property located in the City of El Segundo, State of California more
particularly described in Exhibit "A" attached hereto (the "Protect Site', and
B Assignor has obtained from the City certain development approvals and permits
with respect to the development of the Project Site, including without limitation, approval of
for the Project Site (collectively, the "Project Approvals'
C Assignor intends to sell, and Assignee intends to purchase that portion, of the
Project Site more particularly described in Exhibit "B" attached hereto (the "Transferred
Property ").
D In connection with such purchase and sale, Assignor desires to transfer all of the
Assignor's right, title, and interest in and to the Development Agreement and the Project
Approvals with respect to the Transferred Property. Assignee destres to accept such assignment
from Assignor and assume the obligations of Assignor under the Development Agreement and
the Project Approvals with respect to the Transferred Property
THEREFORE, the parties agree as follows.
1 Assieriinent Assignor hereby assigns and transfers to Assignee all of Assignor's
right, title, and interest in and to the Development Agreement and the Project Approvals with
respect to the Transferred Property Assignee hereby accepts such assignment from Assignor
2 Assumption Assignee expressly assumes and agrees to keep, perform, and fulfill
all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled
by Assignor under the Development Agreement and the Project Approvals with respect to the
44396\1 06D-1e6v2o g -i
05 0797875
042
Transferred Property, including but not limited to those obligations specifically allocated to the
Transferred Parcel as set forth on Exhibit "C" attached hereto
3 Effective Date. The execution by City of the attached receipt for this Agreement
shall be considered as conclusive proof of delivery of this Agreement and of the assignment and
assumption contained herem This Agreement shall be effective upon its recordation in the
Official Records of Los Angeles County, Califorma, provided that Assignee has closed the
purchase and sale transaction and acquired Legal title to the Transferred Property
4 Remainder of Proiect Any and all rights or obligations pertaznuig to such portion
of the Project Site other than the Transferred Property are expressly excluded from the
assignment and assumption provided in Sections 1 and 2 above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
dates set forth next to their signatures below
"ASSIGNOR'
ROSECRANS- SEPULVEDA PARTNERS, LLC, a
Califa ma limited liability company
Date- By.
Its.
By-
its
"ASSIGNEE"
Date. By
Its
44386M060366v20
l-M
05 0797875
043
RECEIPT BY CITY �!
The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the
City of El Segundo on this —day of
STATE OF CALIFORNIA )
) SS
COUNTY OF )
On
CITY OF EL SEGUNDO
U-2
Planning and Building Safety Director or
Designee
2005, before me,
a Notary
Public, personally appeared , personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he /she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument
WITNESS my hand and official seal
Signature
(Seal)
STATE OF CALIFORNIA )
) SS.
COUNTY OF )
On 2005, before me,
a Notary
Public, personally appeared , personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he /she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument
WITNESS my hand and official seal
44386 \1060366v20
Signature
B -3
(Seal)
05 0797875
044
44386 \1060366v20
EXHIBIT C
LIST OF TENANTS ALLOWED WITH LESS THAN
THE MINIMUM 1,500 SQUARE -FOOT TENANT SPACE
Type
Company
Accessories
Kate S ade Collection
Accessores
Furla
Apoarel/FamilV
Speedo Authentic Fitness
Apparel/Fame Apparel/Famity
Beyond the Beach
Apparel/Family Apparel/Family
Cashmere House
Apparel/Family Apparel/Family
Lacoste
Apparel/Women
Geor iou Retail Stores
Apparel/Women
Matemity Works
Appliances/Electronics
Casio
Appliances/Electronics
Bang & Olutsen
Arts/Crafts
Color Me Mine
Bakery
Mrs Beasle 's
Bakery
Cmnabon
Bakery
Mrs Field's Cookies
Beauty Supply
L'Occitane
Beauty Supply
Aveda
Beau Su
Aida Grey
Books
Upstart Crow Books &cafe
Candy/Nuts
Ethel M Chocolates
Candy/Nuts
Rocky Mountain Chocolate Factory
Candy/Nuts
See's Candies Inc
Candy/Nuts
God+va Chocolatier
Cards/Stationery
Montblanc
Cards/Stationery
Papvrus
Cards/Stationery
Card Fever
Coffee /Juices
Glona Jean's Gourmet Coffees
Coffee /Juices
Tull 's Coffee
Coffee /Juices
Robeks Juice
Coffee /Juices
Kelly's Coffee & Fudge Factory
Coffee /Juices
Market City Caffe
Coffee /Juices
Torrefazione Italia
Coffee /Juices
Jambe Juice
Coffee /Juices
Seattle's Best Coffee
Coffee /Juices
Urth Caffe
Coffee /Juices
Coffee Bean & Tea Leaf
Coffee /Juices
Peet's Coffee & Tea
CoffeelJuices
Diedrich Coffee
Coffee /Juices
Starbucks Coffee
Computers
Apple Computer
Computers
Ex etec Biz
Com uters
EB Games - Eiectrorncs Boutique
Eye Care
StertN O ticai
Eye Care
Sun lass Hut International
Eye Care
Oakle Inc
Health Food
GNC Nutrition Centers
ce Cream/Yo urt
Haa en -Daz
ce Cream Yo urt
Ben & Jerry's Ice Cream
C -t
05 0797875
Type
Company
ice Cream/Yogurt
Gelato Ctassico
Ice CreamNo urt Cold Stone Creamery
Jewelry
Landau Jewelers
Jewelry
Watch World Intematlonal
Jewelry
Murata Pearl Company of Cairforrua
Jewelry
Swatch
Jewetry
Key Jewelers
Jewelry
Crescent Jewelers
Jewelry
Zales Jewelers
Jewelry
Helzberg Diamonds, Inc
Luggage
LeS ortsac
Music/Video
Hear Music
Office Furniture
Dansk Design
Photo
Bel Air Camera Inc
Photo
Ritz Camera
Postal Service
Marl Boxes Etc
Postal Service
UPS Store
Postal Service
DHL Worldwide Express
Shoes
Johnston & Murphy
Shoes
Adidas
Shoes
Nine West
Shoes
Tod's Shoes
Shoes
Bostonian Shoes
Shoes
Naturatizer Retail
Shoes
Easy Sint Shoe
Shoes
Enzo An ioimr
Shoes
Aerosoles
Sportinci Goods
Hank Lloyd's Orange Countv Tennis
Soort(nQ Goods
Two Wheels One Planet
Sporting Goods
No Fear
Sporting Goods
Surefoot
Sporting Goods
Jack's Surf Shop
Sporting Goods
O'Neill Surf Shop
Telephone Store
Star Cellular
Telephone Store
Mobile Systems Wireless
Telephone Store
Air Call Wireless
Telephone Store
Cin ular Wireless
Toys
Puzzle Zoo
44386\ 1060366v20 C_2 05 0797875
6
_J
EXHIBIT D
DEVELOPMENT AGREEMENT 1
BY AND BETWEEN
THE CITY OF EL SEGUNDO AND
ROSECRANS- SEPULVEDA PARTNERS, LLC
(AREA A)
DEFINMONS
Section
Agreement
Introduction
Approved Plans
543
Area A
12
Building Pad
422
Certificate of Performance.
143
City
Introduction
City Planning a n d B u i l d i n g S a f e t y Director
5 4 1
City Council
112
Developer
Introduction
Development Standards
42
Effective Date
18
EIR
14
Enabling Ordinance
112
Excusable Delay
10
Fast Food Restaurant
41 3
Food To Go Restaurant
4 1 1
Full Service Restaurant
.4 1 5
Future Approvals
52
General Plan .
19
Good Faith Compliance
92
Honeywell
Introduction
Minor Modifications
5 4 1
Mortgagee
.12
Notice of Violation
11 1
Other C-4 Property
14
Party/Parties
Introduction
Periodic Review
91
Project . .
13
Project Approvals
14
Project Site
Exhibit B, Recital A
Property
1 2
Subsequent Rules
53
Transferred Property
Exhibit B, Recital C
Whole Foods Period
41.2
05 0797875
x1386 \106036620 D -1
047
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street
El Segundo, California 90245
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
OPERATING MEMORANDUM NO. 1
PLAZA EL SEGUNDO DEVELOPMENT AGREEMENT
Tlus Operating Memorandum No 1 (the "Operating Memorandum ") is made as of June
19, 2007 by and among the City of El Segundo, a municipal corporation ( "City ") and Rosecrans-
Sepulveda Partners, 2, LLC, a Delaware limited liability company ( "RSP 2 ") and Rosecrans-
Sepulveda Partners, 3, LLC, a Delaware limited liability company ( "RSP 3 ") RSP 2 and RSP 3
are hereinafter referred to collectively as "Developer " City and Developer are referred to
hereinafter individually as "Party" and collectively as "Parties "
RECITALS
A RSP 2's and RSP 3's predecessor -m- interest, Rosecrans- Sepulveda Partners, LLC
( "RSP "), and the City are parties to a Development Agreement dated March, 2005 (the
"Development Agreement"), which Development Agreement was recorded on April 6, 2005 in
the Official Records of Los Angeles County as Instrument No 05 0797875
B Unless otherwise stated in this First Amendment, all capitalized terms used in this
Operating Memorandum shall carry the same definitions as those set forth in the Development
Agreement
C On November 10, 2005, RSP and RSP 2 executed an Assignment and Assumption
Agreement (the "RSP 2 Assignment ") whereby RSP conveyed to RSP 2, in accordance with the
provisions of Section 3 of the Development Agreement, approximately 4 7 acres of the Property
The RSP 2 Assignment was recorded on January 19, 2006 in the Official Records of Los
Angeles County as Instrument No 06 0128517
D On November 10, 2005, RSP and RSP 3 executed an Assignment and Assumption
Agreement (the "RSP 3 Assignment ") whereby RSP conveyed to RSP 3, in accordance with the
provisions of Section 3 of the Development Agreement, approximately 373 acres of the
Property The RSP 3 Assignment was recorded on January 19, 2006 in the Official Records of
Los Angeles County as Instrument No 06 0128518
x)48
44386 \1281995v4 1 6/14/2007
E The Development Agreement continues to cover the Property described in Exhibit
"A" attached hereto
F Section 14 2 of the Development Agreement provides that during the Tenn of the
Development Agreement, clarifications to the Development Agreement and the Applicable Rules
maybe appropriate with respect to the details of performance of City and Developer Section
14 2 further provides that if and when, from time to time, during the Term of the Development
Agreement, City and Developer agree that such clarifications are necessary or appropriate, they
shall effectuate such clanficathon through operating memoranda approved in writing by City and
Developer Section 14 2 confirms that operating memoranda are not intended to and do not
constitute an amendment to the Development Agreement but are mere ministerial clarifications,
which do not require public notice or hearings Section 14 2 delegates the authority to enter into
operating memoranda to the City Planning and Building Safety Director
G Among other things, Section 4 2 2 of the Development Agreement currently (a)
sets a maximum of 75,000 square feet for uses that may occupy less than 10,000 square feet of
building space and (b) with respect to the 75,000 square feet, limits uses of less than 1,500
square feet of building space to uses which are identified on Exhibit "C" to the Development
Agreement or to uses which are the reasonable equivalents of the businesses listed in Exhibit "C"
as determined by the Planning and Building Safety Director in his or her sole discretion Section
4 2 2 further provides that the Developer shall have the right to request that the City Council
approve of deviations from the restrictions set forth in Section 4 2 2 and that the City Council
may approve or deny such requests in its sole discretion
H Based on Developer's leasing experience since the Project opened for business in
November, 2006, a number of prospective tenants of less than 10,000 but more than 4,000 square
feet have expressed an interest in becoming tenants in the Project Based on such demand,
Developer has, in accordance with the provisions of Section 4 2 2 of the Development
Agreement, requested the City Council (1) to revise the 10,000 square foot standard, to which the
75,000 square foot limitation applies, to 4,000 square feet, (u) to amend Exhibit "C" to the
Development Agreement to list the tenants (of less than 4,000 square feet) who are permitted to
operate within the Project and (m) to permit a tenant of less than 4,000 square feet to operate
within the Project provided the tenant also operates in at least three (3) of the shopping centers
that will be listed in a new Exhibit "E" to the Development Agreement
I On June _, 2007, the City Council met at a regularly scheduled and duly noticed
meeting and considered and approved Developer's proposed revisions to Section 4 2 2
THEREFORE, the Parties agree as follows
1 Section 4.2 2. In accordance with Section 4 2.2, the Council did approve the
following revisions to Section 4 2 2 at its June 19, 2007 Council Meeting
(a) The City shall allow the Developer to reduce the 10,000 square foot
development standard (to which the 75,000 square foot maximum applies) to 4,000 square feet
(b) With respect to the tenants that shall be allowed to occupy the less than
4,000 square foot building spaces, in addition to those allowed pursuant to the Development 049
44386 \1281995v4 2 6/14/2007
Agreement, tenants identified on Exhibit B hereto (which includes those that were previously
identified on Exhibit C to the Development Agreement), and those tenants that occupy at least 3
of the shopping centers identified on Exhibit C hereto shall be allowed to occupy such spaces
2 No Further Clarification. Except as expressly clanfied and set forth herein, all of
the terms and conditions of the Development Agreement shall remain unchanged and in full
force and effect.
3. Miscellaneous Terms and conditions of this Operating Memorandum may not be
waived, amended or modified except in a writing executed by the Parties. This Operating
Memorandum may be executed in multiple counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same Operating Memorandum.
050
44386N291995v4 3 6/14/2007
4 Recordation The Parties shall record this Operating Agreement in the Office of
the Los Angeles County Recorder in the manner set forth in Government Code Section 65868.5
ATTEST
Cindy Mortesen
City Clerk
CITY
CITY OF EL SEGUNDO, a municipal corporation
Uz
Gary Chicots,
Planning and Building Safety Director
APPROVED AS TO FORM
Mark D Hensley, City Attorney
DEVELOPER
ROSECRANS - SEPULVEDA PARTNERS, 2,
LLC, a Delaware limited liability company
By CCA Sepulveda, LLC, a California
limited liability company
Its Managing Member
By
Name.
Its
By _
Name
Its
[SIGNATURES CONTINUED ON NEXT PAGE]
051
44386 \1281995x4 q 6/14/2007
ROSECRANS- SEPULVEDA PARTNERS, 3,
LLC, a Delaware limited liability company
By CCA Sepulveda, LLC, a California
limited liability company
Its Managing Member
By._
Name
Its
By-
Name.
Its
052
44386 \1281995v4 g 6/14/2007
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On
2007 before me,
ss
insert name of the
officer), Notary Public, personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that
he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument
WITNESS my hand and official seal
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On
2007 before me,
ss
Notary Public
insert name of the
officer), Notary Public, personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that
he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument
WITNESS my hand and official seal
Notary Public
053
44386 \1281995v4 6 6/14/2007
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On
2007 before me,
ss
insert name of the
officer), Notary Public, personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that
he /she /they executed the same in his/her /their authorized capacrty(ies), and that by his/her /their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument
WITNESS my hand and official seal.
Notary Public
054
44386 \1281995v4 '] 6/14/2007
EXHIBIT "A"
PROPERTY DESCRIPTION
29 2 ACRE PROPERTY
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 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 SAID EASTERLY LINE AS
FOLLOWS SOUTH 0001' EAST A DISTANCE OF 7016 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 3050 00 FEET, SOUTHERLY ALONG
SAID CURVE A DISTANCE OF 292 78 FEET, SOUTH 5029' WEST A DISTANCE OF 389 98 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2950 00
FEET, SOUTHERLY ALONG SAID CURVE A DISTANCE OF 283 18 FEET, AND SOUTH 0001' EAST A
DISTANCE OF 3 90 FEET TO THE NORTHERLY LINE OF AFORESAID LOT 4 OF TRACT NO 1314,
THENCE ALONG THE NORTHERLY LINE OF SAID LOT 4, SOUTH 60041' EAST A DISTANCE OF 5 74
FEET TO THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO THE PACIFIC
ELECTRIC LAND COMPANY, RECORDED IN BOOK 5839, PAGE 185 OF DEEDS, RECORDS OF SAID
COUNTY, THENCE ALONG THE NORTHERLY LINE OF SAID LAND SO DESCRIBED A PORTION OF
WHICH IS SHOWN ON A MAP FILED FOR RECORD WITH THE DEED RECORDED IN BOOK 6708 PAGE
304 OF SAID DEED RECORDS, SOUTH 70041' EAST, A DISTANCE OF 219 75 FEET TO THE BEGINNING
OF A CURVE CONCAVE TO THE NORTH AND HAVING A RADIUS OF 458 59 FEET, THENCE
EASTERLY ALONG SAID CURVE IN SAID NORTHERLY LINE A DISTANCE OF 475 29 FEET, THENCE
CONTINUING ALONG SAID NORTHERLY LINE OF SAID LAND SO DESCRIBED, NORTH 49056'05"
EAST A DISTANCE OF 160141 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 89059'30" WEST, A DISTANCE OF 1820 11 FEET TO THE POINT OF
BEGINNING
EXCEPTING THEREFROM THAT PORTION OF SAID LAND DESCRIBED AND GRANTED IN THE DEED
FROM ALLIED CORPORATION, A NEW YORK CORPORATION TO 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
8 1 ACRE PROPERTY
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 92, OFFICIAL RECORDS, SAID POINT BEING 1040 FEET NORTHERLY, MEASURED
ALONG SAID EASTERLY LINE FROM THE INTERSECTION OF SAID EASTERLY LINE WITH THE 055
44386V281995v4 Exhibit A 6/14/2007
Page 1
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 49 056'05" WEST A DISTANCE OF 160141 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 79 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
42107 FEET, THENCE EASTERLY ALONG SAID CURVE 390 17 FEET, THENCE TANGENT TO SAID
CURVE AT ITS POINT OF ENDING NORTH 58 006'05" EAST 172 86 FEET, THENCE NORTH 49 °56'05"
EAST A DISTANCE OF 1388 71 FEET TO A POINT WHICH BEARS SOUTH 40 003'55" EAST FROM THE
POINT OF BEGINNING, THENCE LEAVING SAID NORTHERLY LINE, NORTH 40 °03'55" WEST 200 FEET
TO THE POINT OF BEGINNING
4 7 ACRE PROPERTY
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
056
44386 \1281995x4 Extubit A 6/14/2007
Page 2
EXHIBIT `B"
EXHIBIT C
TO DEVELOPMENT AGREEMENT
LIST OF TENANTS ALLOWED WITH LESS THAN
THE MINIMUM 4,000 SQUARE -FOOT TENANT SPACE
Type
Company
Accessones
Kate Spade Collection
Furla
Icing by Claire's
Apparel/Children
Miel
Janie & Jack
Carter's
Gymborle
Play at Planet Funk
Apparel/Family Apparel/Fainily
Speedo Authentic Fitness
Beyond the Beach
Cashmere House
Lacoste
Aero ostale
Metro ark
Justice, Limited Too
Club Monaco (Polo Ralph Lauren)
Hot Topic, Torrid
Wet Seal
Martin + Osa
Jeany International
Antik Denim
Arte de Boutique
Lucky Brand
Adnano Goldschmeid (AG)
Apparel/Men
Jos A Bank
Casual Male Big & Tall
Rochester Big & Tall
Lacoste S A
Rub (Polo Ralph Lauren
Apparel/Women
Geor iou Retail Stores
Maternity Works
44386 \1291995v4 Exhibit B 6114(2007
Page 1
U57
As used in this Exhibit °C;' a'Beauty Salon /Supply" tenant shall be defined to mean a tenant whose services include any or all of the
following services retail sales of cosmetics and beauty supply products and equipment, hair cutting, coloring, styling and care, manicures
and pedicures, skin care, waxing, threading, and lessons in cosmetic selection and application In addition, to the extent that massage
services are offered as an ancillary part of a Beauty Salon /Supply tenant's services, in no event shall more than twenty percent (20 %) of the .")58
O
tenant's net floor space be devoted to such services
44386 \1281995v4 Exhibit B 6/14/2007
Page 2
Jezebell
For Joseph
Divine Boutique
Arden B
Cache
Mahma
Guess
Aerie
BCBG
Bebe
Lululemon
Appliances/Electronics
Casio
Bang & Olufsen
Arts /Crafts
Color Me Mine
Bakery
Mrs Beasle 's
Cmnabon
Mrs Field's Cookies
The Cravery
Beauty Salon/Su 1 I
L'Occitane
Aveda
Aida Grey
Peninsula Beauty
Glamour Secrets
Beauty Collection
Escape
Ziba
Books
Upstart Crow Books & Cafe
Candy/Nuts
Ethel M Chocolates
Rocky Mountain Chocolate Factory
See's Candies Inc
Godiva Chocolatier
As used in this Exhibit °C;' a'Beauty Salon /Supply" tenant shall be defined to mean a tenant whose services include any or all of the
following services retail sales of cosmetics and beauty supply products and equipment, hair cutting, coloring, styling and care, manicures
and pedicures, skin care, waxing, threading, and lessons in cosmetic selection and application In addition, to the extent that massage
services are offered as an ancillary part of a Beauty Salon /Supply tenant's services, in no event shall more than twenty percent (20 %) of the .")58
O
tenant's net floor space be devoted to such services
44386 \1281995v4 Exhibit B 6/14/2007
Page 2
Cards/Stationery
Montblanc
Papyrus
Card Fever
Wra Body
Coffee /Juices
Gloria Jean's Gourmet Coffees
Tull 's Coffee
Robeks Juice
Kelly's Coffee & Fudge Factory
Market City Caffe
Torrefazione Italia
Jamba Juice
Seattle's Best Coffee
Urth Caffe
Coffee Bean & Tea Leaf
Peet's Coffee & Tea
Diednch Coffee
Starbuck's Coffee
Computers
A le Computer
Ex etec Biz
EB Games — Electronics Boutique
Eye Care
Sterling Optical
Sun lass Hut International
Oakley Inc
Dita
Solstice
Health Food
GNC Nutntion Centers
Ice Cream/Yo
Haa en -Daz
Ben & Jerry's Ice Cream
Gelato Classico
Cold Stone Creamery
New Zealand Natural
Pinkberry
059
44386 \1281995v4 Exhibit B 6/14/2007
Page 3
Jewelry
Landau Jewelers
Watch World Intemattonal
Murata Pearl Company of California
Swatch
Kay Jewelers
Crescent Jewelers
Zales Jewelers
Helzberg Diamonds, Inc
Prestige Jewelers -
Luggage
LeS ortsac
Mus>cNideo
Hear Music
Furniture
Dansk Design
Quart
Dennee's Redondo Furniture
Photo
Bel Air Camera Inc
Ritz Camera
Postal Service
Mail Boxes Etc
UPS Store
DHL Worldwide Express
Shoes
Johnston & Murphy
Adidas
Nine West
Tod's Shoes
Bostonian Shoes
Naturaltzer Retail
Easy Sint Shoe
Enzo An >olmi
Aerosoles
Aldo
Steve Madden
Seychelles
Sketchers
Restaurants
La Sirena Gnll
Veggie Gnll
Zen Palate
Il Tramazzmo
Mana's Italian Restaurant
oho
44386 \1281995v4 Exhibit B 6/14/2007
Page 4
061
44786U281995v4 Exhibit B 6/14/2007
Page 5
Sushi Kino a
Petros Greek Cafe
El Pollo Inca
The Counter
Sporting Goods
Hank Lloyd's Orange County Tennis
Two Wheels One Planet
No Fear
Surefoot
Jack's Surf Shop
O'Neill Surf Shop
Cynergy Cycles
Telephone Store
Star Cellular
Mobile Systems Wireless
Air Call Wireless
Cingular Wireless
Venzon
T- Mobile
Toys
Puzzle Zoo
Toy Jungle
061
44786U281995v4 Exhibit B 6/14/2007
Page 5
EXHIBIT "C"
EXHIBIT E TO
DEVELOPMENT AGREEMENT
COMPARABLE SHOPPING CENTERS
Fashion Island
South Coast Plaza
The Grove
Vlctona Gardens
Westfield San Francisco Centre
44386 \1281995v4 Exhibit C 6/14/2007
Page 1
Comstock.
Crosser &
Associates
May 4, 2007
DEVELOPMENT COMPANY, INC.
Gary Chicots
Kim Christensen
City of El Segundo
Planning and Building Safety Department
350 Main Street
El Segundo, CA 90245 -3813
NJUN 14 2007 �1
� ma curare sEtEr;
Re Development Agreement between Rosecrans- Sepulveda Partners 2, LLC,
Rosecrans- Sepulveda Partners 3, LLC, and The City of El Segundo, dated
March, 2005 and recorded on April 6,2005
Dear Gary and Kim:
We are requesting that certain modifications and clarifications be implemented
within the Development Agreement ( "DA ") referenced above
The first issue is related to the in Section 4 2.2 of the DA which provides for a
maximum of 75,000 square feet of uses which contain less than 10,000 square
feet of building area. As leasing has progressed, it has become obvious that we
cannot complete the leasing unless some relief Is provided with respect to this
limitation.
The reasons for the problem relate to a couple of issues, including the facts that (i)
the design of the project at the time that the DA was executed was oriented more
to a promotional type of project, with more "big box tenants" contemplated, and
(ii) the national or regional tenants we currently are pursuing are typically
downsizing their "brick and mortar" space as their internet businesses mature. It
should be noted that, as this project has evolved, we have managed to attract an
overall quality of tenancy which is very attractive to the high -end consumer
existing in the South Bay and which will result in sales volumes (and sales tax
revenues) which are far in excess of the typical big box tenant An added benefit
is that our tenant mix will provide the springboard for the ultimate success of the
future phases currently contemplated.
At this point (excluding the two full service sit down restaurants as allowed by
this Section 4.2.2), we have leases executed for about 67,000 square feet of space
to tenants which are under 10,000 square feet. We have an additional 47,000
321 12th Street, Suite 200 Manhattan Beach, California 90266 310/546.5781 Facsimile 310/545.2802
C16 3
square feet left to lease, primarily in the difficult Zone B area, probably all of
which will fall into the sub - 10,000 square foot category. Therefore we will have a
total of 114,000 square feet of sub - 10,000 square foot tenants in the Center
Our proposed solution is to reduce the 10,000 square foot limitation to 4,000
square feet If this is approved, we will be able to continue with and complete the
leasing of the remainder of the Center, as well as the future Phase 1B currently
under consideration.
Section 4.2.2 also stipulates that tenants of less than 1,500 square feet must
conform to a specific group of tenants (named in Exhibit "C" to the DA) or
reasonable equivalents We would be agreeable to increasing the 1,500 square
feet to 4,000 square feet, provided (i) we can expand the list of tenants deemed
acceptable in the Exhibit C attachment to the DA, and (ii) agreement can be
reached that uses typically found in other high quality shopping centers which are
comparable in location and quality to Plaza El Segundo will be allowed.
Thank you for your consideration of our request.
Sincerely,
Rosecrans- Sepulveda Partners 2, LLC
Rosecrans- Sepulveda Partners 3, LLC
By: ��i�—
Dan Crosser
Vice President of Managing Member
0611
Description of new tenants added to Exhibit C of Development Agreement:
Aerie: American Eagle Outfitters' new concept store. Intimate apparel, several existing
locations
Aeropostale: Private brand clothing and accessories for young men and women,
multiple existing stores.
AG Adriano Goldschmeid: Private brand high quality levis, shirts and accessories for
men and women, multiple existing stores Primarily wholesaler, few existing retail stores
Aldo: Fashionable shoes for men and women. Multiple locations nationwide
Antik Denim: High end vintage fasluon deans, private brand, for men and women.
Multiple existing stores
Arte de Boutique: High quality, fashionable branded clothing and accessories,
principally targeting an age group of 15 -45 years. Existing store in Irvine Spectrum.
BCBG: Fashionable private label women's clothing and accessories Multiple existing
locations
Beauty Collection: Beauty supply Several existing locations
Bebe: Trendy fashionable private label women's clothing and accessories Multiple
existing locations
Carter's: Mainstream infants' and children's private brand clothing and accessories.
Multiple existing stores.
Cache or Cache Luxe: Both Casche concept stores. Upscale women's private brand
apparel, multiple existing stores
Casual Male Big & Tall: Big and tall men's multi- branded apparel, multiple existing
stores
Club Monaco: Polo Ralph Lauren concept store carrying upscale clothing for men and
women. Multiple existing stores
Cold Stone Creamery: Premium ice cream and associated products Multiple locations
nationally and internationally
Cynergy Cycles: High end bicycles and associated products, primarily Specialized One
location in Santa Monica
Page 1 of 5 i) 6 J
Dennee's Redondo Furniture: High end home furnishing and bed products One
location in Redondo Beach.
Dita: Fashion sunglasses and accessories Locations on Melrose in Los Angles, Tokyo
and Nagoya in Japan
Divine Boutique: Edgy young women's fashion apparel Locations in Beverly Center
and Sherman Oaks
El Pollo Inca: Peruvian restaurant Five existing locations in Miarm and South Bay
Escape: Upscale nail salon and ancillary services New concept store
For Joseph: Fashionable women's private brand clothing retailer and manufacturer
One retail store in Fashion Island.
Glamour Secrets: Beauty supply Canadian company, multiple existing locations
Guess: Women's and men's private brand trendy apparel and accessories Multiple
existing stores
Gymboree: Fashionable upscale infants' and Children's private brand clothing and
accessories. Multiple existing stores.
Hot Topic or Torrid: Both Hot Topic concepts. Pop culture related branded fashion
and merchandise for teens and young adults, multiple existing stores.
Icing by Claire's: Fashion accessories, jewelry, hair goods, handbags and sunglasses;
teen home and gift accessories, specialty apparel items, cosmetics, fragrances, bath and
body products; trend driven items, and novelty and promotional items Young female
customer base Multiple existing stores
Il Tramezzino: Italian cafe Five existing locations open or soon -to -open
Janie & Jack: Fashionable upscale infants and children's private brand clothing and
accessories ( Gymboree concept) Multiple existing stores
Jeany International: Multiple brands of fashionable deans for men and women Two
existing stores, Montana Avenue and Irvine Spectrum
Jezebell: Private brand apparel for young women Clothing manufacturer /supplier for
retailers which include Nordstrom, Dillards, Macy, Wet Seal, etc. First retail store will
be in Plaza El Segundo
Jos. A. Bank: Private brand clothing for affluent males, multiple existing stores
Page 2 of 5 (1 b Fa
Justice or Limited Too: Tweener Brands, Inc. stores Private brand apparel, sportswear
and accessories for girls ages 7 -14 Multiple existing stores.
Lacoste S.A.: Fashionable multi- branded sportswear and accessories for men and
women, multiple existing stores
La Sirena Grill: Quality Mexican Restaurant. Executed Lease Two locations in
Laguna Beach
Lucky Brand: Private brand levis, shirts and accessories for men and women, multiple
existing stores.
Lululemon: Women's and men's fashionable private brand yoga - oriented and active
wear. Executed lease Canadian retailer, numerous existing locations.
Mahina: Fashionable women's plus size branded clothing Existing store in Maui,
Hawaii
Maria's Italian Kitchen: Family Italian restaurant Numerous locations in S California
Martin +Osa: American Eagle Outfitters concept, carrying private brand clothing for 25
and up men and women. Several existing stores.
Metropark: Multi- branded clothing and accessories for young men and women,
multiple existing stores
Miel: Fashionable upscale branded infants and children's clothing and accessories.
Single existing store on Montana Ave in Santa Monica
New Zealand Natural: Premium Ice cream and frozen yogurt Multiple locations in
New Zealand, currently franchising in U S
Peninsula Beauty: Beauty supply and salon Two existing locations
Petros Greek Cafe: High end Greek restaurant and deli One existing location in
Metlox project in Manhattan Beach.
Pinkberry: Frozen yogurt-like desserts and toppings Multiple locations
Play at Planet Funk: Fashionable upscale branded infants and children's clothing and
accessories. Several existing stores
Prestige Jewelers: Upscale watches andjewelry One location in Manhattan Village.
Quari: High end designer furniture and interior design services One location in
Continental Park, El Segundo.
Page 3 of 5 () 6 i
Rochester Big & Tall: Casual and formal big & tall men's multi- branded apparel,
multiple existing stores
Rugby: Polo Ralph Lauren concept store, high end sportswear for young men and
women, several existing stores
Seychelles: Women's shoe manufacturer and wholesaler (located in El Segukndo) First
potential retail location.
Sketchers: Shoes for young men and women, several concepts. Multiple locations
nationwide
Solstice: High end branded sunglasses Multiple locations nationwide
Steve Madden: Fashionable shoes for young men and women Multiple locations
nationwide
Sushi Kinoya: Sushi restaurant One location in Inland Empire
The Cravery: Fresh -baked hand held pot pies Several existing locations
The Counter: Gourmet Hamburgers Locations in Santa Monica, Palo Alto and San
Jose
T- Mobile: Wireless telephones and services Multiple existing stores.
Toy Jungle: Intellectual toys and associated products Two existing stores in South Bay
Veggie Grill: Vegetarian restaurant, plus organic beer and wines Executed lease One
location in University Center in Irvine
Verizon: Verizon wireless phones and services. Multiple existing stores
Wet Seal or Arden B: Both Wet Seal concepts. Young women's private brand clothing,
multiple existing locations.
Wrapsody: High end paper products, custom invitations, gift and accessories One
location in Manna Waterside (Marina Del Ray Caruso project)
Zen Palate: Vegetarian restaurant Four locations in NYC, new location in Pasadena.
Ziba: Beauty salon, primary focus on threading (method of eyebrow trimming). Several
existing stores
1,168
Page 4 of 5
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