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ORDINANCE 1470 ORDINANCE NO. 1470 AN ORDINANCE APPROVING THE 222 KANSAS STREET SPECIFIC PLAN PROJECT AT 222 KANSAS STREET BY ADOPTING SPECIFIC PLAN AMENDMENT NO. 12-01; ZONE CHANGE NO. 12-01; ZONE TEXT AMENDMENT NO. 12-01; AND APPROVING DEVELOPMENT AGREEMENT NO. 12-01; SUBDIVISION NO. 12-02 (VESTING TENTATIVE MAP NO. 71903); AND SITE PLAN REVIEW NO. 12-01. The City Council of the City of El Segundo does ordain as follows: SECTION 1: The City Council finds and declares that: A. On February 26, 2009, the Planning Commission ("Commission") approved an Initial Study/Mitigated Negative Declaration (IS/MND) for Environmental Assessment No. EA-788, Subdivision (SUB) No. 08-01, and Smoky Hollow Site Plan Review (SHSP) No. 08-01 to allow: a) construction of five one and two-story buildings totaling 79,513 square feet and b) a subdivision into 55 condominium air space units. If built, the project would have been constructed subject to the requirements of the Medium Manufacturing (MM) Zone. The proposed uses were light industrial, general office, and restaurant uses and the proposed floor area ratio (FAR) was 0.37 (the "Original Project"); B. On January 19, 2012, Mar Ventures, Inc., filed an application on behalf of SMPO Lab, LLC, for an Environmental Assessment (EA No. 959); a General Plan Amendment to re-designate the 4.83-acre project site from Smoky Hollow Mixed Use to "222 Kansas Street Specific Plan" (222 KSSP); a Specific Plan Amendment to remove the subject property from the Smoky Hollow Specific Plan boundaries and to establish a new "222 Kansas Street Specific Plan" (222 KSSP) and to establish the development standards within the Specific Plan; a Zone Change to amend the Zoning Map to rezone the project site from the Medium Manufacturing (MM) Zone with a Grand Avenue Commercial (GAC) Overlay District to the 222 Kansas Street Specific Plan (222 KSSP) Zone; a Zone Text Amendment; to add a new ESMC § 15-3-2(A)(8) "222 Kansas Street Specific Plan"; and to modify ESMC Chapter 15-11; a Development Agreement; a Subdivision of the "Phase 2" property into four parcels and 20 condominium units; and Site Plan Review for construction of a 45,152 square-foot facility operated by the USDA on the southern portion of the property (Phase 1), and two office buildings totaling 31,000 square feet in floor area on the northern portion of the property (Phase 2) (collectively, the "Project"); C. The application was reviewed by the Planning and Building Safety Department for, in part, consistency with the General Plan and conformity with the El Segundo Municipal Code ("ESMC"); D. In addition, the City reviewed the project's environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., "CEQA"), the regulations promulgated thereunder (14 Cal. Code of Regulations §§15000, et seq., the "CEQA Guidelines"), and the City's Environmental Guidelines (City Council Resolution No. 3805, adopted March 16, 1993); E. Following the environmental review, the City prepared an Addendum to the Initial Study/Mitigated Negative Declaration approved for the Original Project pursuant to CEQA Guidelines § 15164. Pursuant to CEQA, the Addendum need not be circulated for public review (CEQA § 15164(c)). However, an addendum must be considered by the decision-making body before to making a decision on the project (CEQA § 15164(d)); F. Following a public hearing on July 12, 2012, the Planning Commission adopted Resolution No. 2721 recommending that the City Council approve the Project; G. On August 7, 2012, the City Council held a public hearing and considered the information provided by City staff, public testimony and the applicant, Mar Ventures, Inc.; H. On August 21, 2012, the City Council reintroduced a revised ordinance and considered the information provided by City staff, public testimony and the applicant, Mar Ventures, Inc.; and This Ordinance and its findings are made based upon testimony and evidence presented to the Council at its August 7, 2012 and August 21, 2012 hearings including, without limitation, the staff report submitted by the Department of Planning and Building Safety. SECTION 2: Environmental Assessment. Resolution No. 4779 adopted an Addendum to the previously adopted Initial Study/Mitigated Negative Declaration (IS/MND) for this Project which, among other things, properly assesses the environmental impact of this Ordinance, and the Project, in accordance with CEQA. This 2 Ordinance incorporates by reference the environmental findings and analysis set forth in Resolution No. 4779. SECTION 3: Factual Findings and Conclusions. The factual findings and conclusions set forth in Resolution No. 4779, adopted on August 7, 2012, are incorporated as if fully set forth. SECTION 4: Specific Plan Findings. Based on the factual findings in Resolution No. 4779, as incorporated into this Ordinance, the 222 Kansas Street Specific Plan (222 KSSP) is required to implement the Project. ESMC § 15-3-2 (A) must be amended to list the 222 Kansas Street Specific Plan (222 KSSP) Zone as a zoning classification within the City to ensure consistency with the General Plan, as amended by the Project. The 222 KSSP Zone designation will not be used elsewhere within the City. SECTION 5: Zone Change Findings. A. As set forth in Resolution No. 4779, the proposed Zone Change from Medium Manufacturing (MM) Zone with a Grand Avenue Commercial (GAC) Zone Overlay District to 222 Kansas Street Specific Plan (222 KSSP) Zone is necessary to maintain consistency with the proposed General Plan. B. The purpose of ESMC Title 15 — Zoning Regulations is the primary tool for implementing the goals, objectives and policies of the General Plan. The zone change will maintain consistency with the General Plan Amendment designating the Project site as 222 Kansas Street Specific Plan. It is also consistent with the General Plan goals, objectives and policies discussed in Section 4 of Resolution No. 4779. SECTION 6: Zone Text Amendment Findings. Based on the factual findings in Resolution No. 4779, the proposed Zone Text Amendment is necessary to implement the Project. SECTION 7: Development Agreement Findings. Pursuant to City Council Resolution No. 3268, adopted June 26, 1984, the City Council finds that: A. The Project is consistent with the objectives, policies, general land uses, and programs specified in the general plan and any applicable specific plan. The Development Agreement would provide the following public benefits in exchange for valuable development rights (10-year entitlement with a 5-year extension option): 3 1. Development of a property that is currently vacant and underutilized. 2. Increasing and further stabilizing the City's tax base through development of a commercial development. 3. Increase in employment opportunities for the City's residents. 4. Increase City revenues through the generation of taxes that outweigh the City cost of services. 5. Development of a project that is consistent with the General Plan. 6. Development of a building consistent with the minimum standards for Leadership in Energy and Environmental Design (LEED). 7. Improvements to roadways and intersections in the project vicinity. 8. Contribution of$450,000 to the City. 9. Contribution of police, fire, and parks mitigation fees to offset the impacts of the project on public services when the City issues a building permit. 10.Contribution of traffic impact mitigation fees to offset the impacts of the project on public roadway infrastructure when the City issues certificates of occupancy. B. As implemented, the Project is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located. The Project includes a new land use designation and zoning classification which establish the permitted uses and development standards that apply to the Project. These uses and development standards are similar and compatible with the other commercially zoned districts in the City. C. The Project will not be detrimental to the health, safety and general welfare. The Project will not create any significant negative environmental impacts. The mitigation measures listed in the mitigated negative declaration are sufficient to reduce all identified environmental impacts to less than significant levels. D. The Project will not adversely affect the orderly development of property or the preservation of property values. The 222 Kansas Street Specific Plan development standards and development agreement will ensure that the Project is developed in an orderly fashion. All mitigation measures will be implemented at the time and place impacts occur. SECTION 8: Subdivision Findings. A. The proposed map is consistent with applicable general and 4 specific plans as specified in Government Code § 65451. As set forth in Section 4 of Resolution No. 4779, the Project meets the goals and objectives of the General Plan, and it is consistent with the 222 Kansas Street Specific Plan. Vesting Tentative Map (VTM) No. 71903 proposes four new lots and 20 condominium units. The proposed lots vary in size and meet the minimum lot sizes and minimum lot frontage required in the 222 Kansas Street Specific Plan. B. The design of the proposed subdivision is consistent with applicable general and specific plans. As set forth in Section 4 of Resolution No. 4779, this Project meets the goals and objectives of the General Plan and is consistent with the 222 Kansas Street Specific Plan. C. The site is physically suitable for the proposed type of development in that it will be relatively flat after grading of the site occurs and the existing soil stockpile gets redistributed on the site. The proposed lots meet the size and frontage requirements to allow the subdivision of the one existing parcel into four parcels and 20 condominium units. The previous land use and zoning designation for the property was Smoky Hollow Mixed Use and Medium Manufacturing respectively. The new 222 Kansas Street Specific Plan is similar to the Smoky Hollow Specific Plan in that it permits office, light industrial, manufacturing, and research and development uses. The 222 Kansas Street Specific Plan differs from the Smoky Hollow Specific Plan in that it will also permit governmental uses on the southern parcel subject to a development agreement and it will prohibit commercial retail and restaurant uses. D. The site is physically suitable for the proposed density of development. The proposed project involves a subdivision of a 4.83 gross acre parcel that will be a 4.65 net acre parcel after land dedications for right-of-way purposes. The proposed maximum density of 0.60 FAR is consistent with the 222 Kansas Street Specific Plan. Each new lot will meet or exceed the minimum size and dimension requirements. E. The design of the Project is unlikely to cause substantial damage or substantially and avoidably injure fish or wildlife or their habitat. The Project site is an industrial property formerly occupied by International Rectifier Corporation located in an urbanized area surrounded predominantly by various commercial and industrial uses, including general office, medical office, auto repair and light industrial uses, with some multi-family residential uses northwest of 5 the site. There are no fish or wildlife habitats on the site that could be damaged by the proposed subdivision or new development. F. The design of the Project is not likely to cause serious public health problems. The IS/MND and Addendum show that the Project will have less than significant impacts on public health. Moreover, before the City issues grading or building permits, the Planning and Building Safety Department will review detailed plans to ensure compliance with applicable health and safety regulations. G. The design of the Project will not conflict with easements, acquired by the public at large, for access through or use of property within the Project upon completion of vacation of a known Edison easement. Various pipeline easements were identified on the subject site. The proposed subdivision is not anticipated to conflict with any existing easements located at, or near the property once the Edison easement is vacated. SECTION 9: Site Plan Review Findings. A. The Project is consistent with the intent and purpose of the 222 KSSP. The Project complies with numerous Goals, Objectives, and Policies of the 222 KSSP. Specifically, the Project is consistent with the following: 1. The Project is consistent with Land Use Element Goal LU1 to "maintain El Segundo's "small town" atmosphere, and provide an attractive place to live and work" in that the height of the proposed buildings will not exceed 40 feet, thereby maintaining a low building height profile. 2. The Project is consistent with Land Use Element Goal LU4 to Provide a stable tax base for the City through development of new commercial uses, primarily within a mixed-use environment, without adversely affecting the viability of the Downtown in that the Project will allow a new governmental facility and industrial/office uses, but will not impact the Downtown as the uses would be non-competing to those uses located in the Downtown area. The 222 Kansas Street Specific Plan reduces competition as retail uses and eating establishments are not allowed in the Project area. Furthermore, the development will bring in new employees to support the Downtown. 3. The Project is consistent with Land Use Element Policy LU4-1.1 to "require landscaping, its maintenance, and permanent 6 upkeep on all new commercial developments," in that the proposed site plan exceeds the minimum landscaping requirements of the 222 Kansas Street Specific Plan by providing landscaping on approximately 15 percent of the site area. 4. The Project is consistent with Land Use Element Objective LU4- 4.3 "to provide for new office and research and development uses," in that it provides for approximately 29,706 square feet of office/industrial space and a 45,152 square-foot facility. 5. The Project is consistent with Land Use Element Goal LU5 "to retain and attract clean and environmentally safe industrial uses that provide a stable tax base and minimize any negative impact on the City," in that it provides for approximately 29,706 square feet of office/industrial space and a 45,152 square-foot facility that will be operated by the United States Department of Agriculture (USDA) used for Animal and Plant Health Inspection Services ("APHIS"). The proposed buildings will be at a minimum, constructed to LEED Certified standards in compliance with the U.S. Green Building Council standards in effect as of the Effective Date, or such equivalent standard. 6. The Project is consistent with Land Use Element Objective LU 5-3 to "encourage the rehabilitation of existing substandard blighted industrial areas through the combined efforts of private and public sectors," in that it will lead to development of a currently vacant piece of property and will result in improved aesthetics in the area due to attractively designed buildings and landscaping. 7. The Project is consistent with Land Use Element Objective LU5- 6 to "encourage a mix office and light industrial uses in industrial areas," in that it provides for approximately 29,706 square feet of office/industrial space and a 45,152 square-foot facility. 8. The Project is consistent with Economic Development Element Goal ED1 "to create in El Segundo a strong, healthy economic community in which all diverse stakeholders may benefit," in that it will develop a vacant piece of property with approximately 29,706 square feet of office/industrial space and a 45,152 square-foot facility. The office/industrial buildings will fill a need that is not currently being satisfied in the City, causing tenants to locate outside of the City's boundaries. The USDA facility will be required to make an in lieu payment to the City for loss of taxes which will contribute to the public welfare. The Project will 7 create jobs within the city which will benefit other businesses in the City. Any new infrastructure that is required will be installed as part of the development so there will be no impact on the current infrastructure capacity. 9. The Project is consistent with Circulation Element Goal C1 to "provide a safe, convenient, and cost-effective circulation system to serve the present and future circulation needs of the El Segundo Community." The Project is designed with multiple driveway approaches and 25-foot wide drive aisles onsite, which provide for adequate emergency access and circulation. In addition, a traffic study conducted to evaluate the impacts of the Project concluded that it would not have any significant impacts. Furthermore, the developer will be required to pay a Traffic Impact Mitigation Fee to mitigate any potential impacts of the Project. 10.The Project is consistent with Circulation Element Policy C2-2.2 to "encourage new development to provide facilities for bicyclists to park and store their bicycles and provide shower and clothes changing facilities at or close to the bicyclist's work destination," in that it will provide at least 9 bicycle spaces for the proposed USDA facility and 6 bicycle spaces for the two proposed office buildings. 11.The Project is consistent with Circulation Element Objective C3- 2 to "ensure the consideration of the impacts of land use decisions on the City's parking situation," in that both the USDA facility and the office/industrial buildings in the north portion of the site will exceed the minimum parking requirements. The minimum number of parking spaces required is 95 for the USDA facility and 91 for the office/industrial buildings. The Project will provide 108 parking spaces for the USDA facility and 103 parking spaces for the office/industrial buildings. An additional 21 parking spaces will be provided in the northeast portion of the site to serve as overflow vehicle storage and parking for an existing auto-repair facility across Grand Avenue. 12.The Project is consistent with Conservation Element Goal CN2 to "assist in the maintenance of a safe and sufficient water supply and distribution system that provides for all water needs within the community," in that the proposed buildings will be at a minimum, constructed to LEED Certified standards in compliance with the U.S. Green Building Council standards in effect as of the Effective Date, or such equivalent standard. 8 13.The Project is consistent with Air Quality Element Objective AQ10-1 to "control particulate emissions by paving roads and parking lots or by adopting alternative methods to control particulates," in that it proposes to pave, construct buildings, and install landscaping over a currently vacant 4.83-acre property. Particulate emissions during construction will be minimized through the implementation of mitigation measures included in the Initial Study and Mitigated Negative Declaration (IS/MND) approved for the Project. 14.The Project is consistent with Noise Element Objective N1-2 to "ensure that City residents are not exposed to stationary noise levels in excess of El Segundo's Noise Ordinance standards," in that the proposed uses are primarily office and industrial in nature and are anticipated to have less than significant noise impacts. Noise impacts during construction will be minimized through the implementation of mitigation measures included in the Initial Study and Mitigated Negative Declaration (IS/MND) for the Project. B. The Project will not have an adverse impact on the public health, safety, or the general welfare. The design of the Project has incorporated design and safety measures to minimize any adverse impact on the neighboring properties in the vicinity. C. The proposed Site Plan is consistent with the 222 Kansas Street Specific Plan in that the proposed development consists of a 45,152 square-foot 1-story building, two 2-story office/industrial buildings that will total approximately 12,655 square feet and 17,051 square feet respectively, and an overflow vehicle storage parking lot containing 21 parking spaces for an existing auto-repair facility off-site. D. The proposed Site Plan complies with the development standards as identified for the 222 Kansas Street Specific Plan (222 KSSP) Zone. Specifically, the Project is consistent with the following standards: 1. 222 KSSP § 4.3 (A) - Lot Area. The proposed lots exceed the minimum lot area requirements, which are 11,200 square feet for all lots, with the exception of the lot fronting Grand Avenue on the northeastern portion of the site (Lot No. 4) which minimum lot area may be 5,000 gross square feet. 2. 222 KSSP § 4.3 (B) — Height. The proposed buildings are consistent with the maximum height limit of 40 feet in the north 9 portion of the site and 35 feet in the south portion of the site. The proposed buildings will not exceed 37'-6" and 24'-8" in the north and south portions respectively. 3. 222 KSSP § 4.3 (C) — Setbacks. The proposed buildings are consistent with the minimum setback requirements, which are 10 feet on Grand Avenue, 8 feet on Franklin Avenue, 5 feet on Kansas Street, and 0 feet from interior property lines. The proposed buildings provide minimum setbacks of 10 feet on Grand Avenue, 17'-4" on Franklin Avenue, 5 feet on Kansas Street, and 5 feet from interior property lines. 4. 222 KSSP § 4.3 (E) — Building Area/Floor Area Ratio (FAR). The proposed Site Plan is consistent with the maximum FAR requirement of 0.60. The combined net floor area of all the proposed buildings is 68,975 square feet and the net area of the site is 202,454 square feet, which results in a FAR of 0.34. 5. 222 KSSP § 4.3 (F) — Off-Street Parking and Loading Spaces. The proposed Site Plan exceeds the minimum parking requirements for each portion of the development, which are 91 parking spaces for the office/industrial buildings in the north portion of the site and 95 parking spaces for the USDA facility in the south portion. The proposed Site Plan provides 124 and 108 parking spaces in the north and south portions respectively. 6. 222 KSSP § 4.3 (G) — Landscaping. The proposed Site Plan exceeds the minimum landscaping requirement, which is seven percent (7%) of the total site area or 14,172 square feet. The proposed Site Plan provides approximately 29,960 square feet of landscaping or 29.6 percent (29.6%) of the total site area. 7. 222 KSSP § 4.3 (H) — Walls and Fences. The proposed Site Plan provides block wall and decorative wrought iron fencing six to eight feet in height along the interior property lines and portions of the street frontage, which is consistent with the 222 Kansas Street Specific Plan fencing standards. 8. 222 KSSP § 4.3 (I) — Access. The proposed Site Plan provides adequate pedestrian, vehicular, and emergency access through the use of 5-foot wide sidewalks around the site perimeter, walkways onsite ranging from four to ten feet in width at building entrances and between buildings, multiple driveway approaches ranging from 20 to 40 feet in width, and 25-foot wide drive aisles in the parking areas. 10 E. The proposed Site Plan is consistent with the 222 Kansas Street Specific Plan design standards in that: 1. The colors, textures, and materials on the exterior elevations will be coordinated to achieve a continuity of design throughout the site, while individual buildings will have contrasting accent features that use multiple exterior building materials and colors. The proposed USDA facility in the south portion of the site will be a one-story building approximately 18 feet tall above finished grade. The siding material will consist of concrete panels that will be painted burnt orange and grey. The burnt orange color will be used as an accent color along the base of the building and as a frame around window and door openings. The elevations will be articulated through the use of multiple windows on all the elevations, vertical architectural reveals at regular intervals, and a decorative cornice along the roofline. The west and east elevations use projecting metal canopies painted a dark brown color to further break up the mass of the elevations. The rooftop mechanical equipment screening is also metal and painted the same color as the canopies to provide a coordinated and consistent appearance. The proposed office buildings in the north portion of the site will be two stories and approximately 37 feet tall above finished grade. The siding material will vary and consist primarily of red brick or block and smooth plaster painter grey and white. The elevations will be articulated through the use of multiple large windows with green tint and metal canopies painted a dark grey/green color. The elevations of Building A will be further articulated through the use of pop-out windows and changes in the wall planes. The elevations of Building B will be further articulated through the use of plaster siding and exterior walkways on the second level. Overall the office buildings in the north portion of the site will have a consistent theme. In conclusion, the buildings in the north and south portion of the site will use similar materials and colors to achieve continuity of design throughout the site, while individual buildings will provide visual interest through the use of contrasting accent features and multiple exterior materials and colors. 2. The proposed USDA facility and the office buildings will make use of low reflective glass and glazings for the windows to reduce visual impacts on neighboring properties and uses. 3. The architectural design of the proposed USDA facility and office buildings avoids long, plain building elevations and 11 provide sufficient articulation. As indicated above, the elevations are sufficiently articulated through the use of rooflines with variable height and decorative cornices, through architectural projections such as decorative awnings, projecting window frames, and through the use of exterior walkways, variable building setbacks, and the use of different colors and materials. SECTION 10: Zoning Map. The current Zoning Map is amended by changing the Project site from Medium Manufacturing (MM) Zone to "222 Kansas Street Specific Plan." The corresponding changes to the Zoning Map are set forth in attached Exhibit "A," which is incorporated into this Ordinance by reference. SECTION 11: Zone Text Amendment. ESMC § 15-3-2(A) is amended to add subsection 8 to read as follows: "8. 222 Kansas Street Specific Plan There is one zone intended to be used within the boundaries of the 222 Kansas Street Specific Plan: 222 KSSP - 222 Kansas Street Specific Plan" SECTION 12: Specific Plan Amendment. ESMC § 15-11-1(A)(1) is amended to read as follows: "Smoky Hollow is a light industrial/manufacturing region located in central El Segundo. The Project area encompasses approximately one hundred twenty one (121) gross acres or ninety four (94) net acres and is more than ninety five percent (95%) developed. The majority of the present buildings are single or two (2) story and twenty (20) years old or older." SECTION 13: Exhibit Amendments. ESMC Chapter 15-11 Exhibit 11-2 "Block Conditions Survey;" Exhibit 11-3 "Target of Opportunity;" Exhibit 11-4 "Base District;" Exhibit 11-5 "Circulation Plan;" Exhibit 11-6 "Cooperative Parking Opportunities;" Exhibit 11-7 "Sewer Master Plan;" Exhibit 11-8 "Flood Control and Drainage;" Exhibit III-1 "Land Use;" and Exhibit 111-2 "Floating Zones;" are amended to remove the Project site from the boundaries of the Smoky Hollow Specific Plan in conformance with the revised Exhibits 11-2; 11-3; 11-4; 11-5; 11-6; 11-7; 11-8; III-1; and 111-2 as depicted in attached Exhibit "B," which is incorporated by reference. SECTION 14: Additional Specific Plan Amendment. ESMC § 15-11-5 "Appendix A: Boundary Description" is amended to remove the property described in 12 attached Exhibit "C," which is incorporated by reference, from the boundaries of the Smoky Hollow Specific Plan. SECTION 15: Adopting 222 Kansas Street Specific Plan. The "222 Kansas Street Specific Plan" is adopted as set forth in attached Exhibit "D," which is incorporated into this Ordinance by reference. SECTION 16: Development Agreement. The Development Agreement by and between the City of El Segundo and SMPO Lab, LLC, as set forth in attached Exhibit "E," and incorporated into this Ordinance by reference, is approved. The Mayor is authorized to execute the Development Agreement in a form approved by the City Attorney. SECTION 17: Additional Approvals. To the extent they are not otherwise adopted or approved by this Ordinance, and subject to the conditions listed on attached Exhibit "F," which are incorporated into this Ordinance by reference, the City Council approves Specific Plan Amendment No. 12-01, Zone Change No. 12-01, Zone Text Amendment No. 12-01, Development Agreement No. 12-01, Subdivision No. 12-02 (Vesting Tentative Map No. 71903), and Site Plan Review No. 12-01. SECTION 18: Reliance on Record. Each and every one of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the Project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 19: Limitations. The City Council's analysis and evaluation of the Project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the Project will not exist. One of the major limitations on analysis of the Project is the City Council's knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 20: Summaries of Information. All summaries of information in the findings which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding, is not based in part on that fact. SECTION 21: Effectiveness of ESMC. Repeal or amendment of any provision of the ESMC will not affect any penalty, forfeiture, or liability incurred before or 13 preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance. SECTION 22: Memoralization: The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of El Segundo's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law. SECTION 23: Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the city council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable. SECTION 24: Effective Date. This Ordinance will become effective on the thirty- first (31st) day following its passage and adoption. PASSED, APPROVED AND ADOPTED this 4th day of September 2012. Ca Jacob n, Mayor 14 ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Ordinance No. 1470 was duly introduced by said City Council at a regular meeting held on the 21st day of August 2012, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the 4th day of September 2012, and the same was so passed and adopted by the following vote: AYES: Jacobson, Fuentes, Fisher, Atkinson, Fellhauer NOES: None ABSENT: None ABSTAIN: None Tracy W_':ver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney 7222 • By: ( . Ka'rI H. Berger, Assistant City Attorney (.1 ,744-Pr'y 15 CITY COUNCIL ORDINANCE NO. 1470 EXHIBIT A t i --:1 ;.:,.;i ■ifs • E. 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Li a � .i� e r I it s ' :i1- I tisSv r as I: ,l IIII _ 1 q 2 - NOTA , (=1;D ij yi Grand- I F ✓ i, . ...1 L._-:L—Ell-p� f PART i j r �. va� ~' l Future, a � t .._.I. . 42E i� ` s�.rl -Pump L'�.{{..., �I a -2 20 -"1 ` I, I+1 aka'etiiii 128 �i Blvd. ; , _ �5'�. ( s-1 r 'T i ' . !, � .^ V1 41 • N IA VI U V N ■/. � o n N V Vl _ ciI 'I T 1 ? ti L Z i9 c eQ ? 4 J 4 z N z `n ,� G 12 4 g 4 4 .j 1-r a C 4 u' ,T1 L x C Q S J Z ''11 l7 `s � 7 T. Z , °! _ l_ 4 w W !C Z W 41 W Ui .[ J y R J a1, LEGEND i EXISTING STORM DRAINS II.IMw.H 1 i PROPOSED STORM DRAINS CONNECTOR PIPE • PIPE SIZE GRAVITY FO PIPE SIZE PRESSURE/PUMP Alderman & Swltt PROJECT BOUNDARY wet a ConCuttInp EnnInee•e . 88FLEass.0 CENTER Smoky Hollow an %M. .ii, ..q 'W41or`« Specific Plan/E.LR. / scale: 1' - 1000' EXHIBITB- ' r 0 Cn MAIN ST MAIN I nr n- Z -a E , 2. I m m C I„I„I STAHORROST I t O m I I H LYPTUS OR 71 Mill4 T I y ARENA E I �_.-AR-SNR S� 0 I I CO tD ol MU O I P r r I � E1F I PENN FT > I -a Z Q I ----- I A 4 I I cn LOMITA ST [ I - IT I I a MARYLAND ST [ I IL ! I � co I ml N Q I CENTER ST K K 73 m I E r T . { ® . I, D ( - I I NEVADA: Z -o D •Z > Tn -i c I - x 0 [ J OREGON 51 5 - T I rr O▪ F) Wo g -I z - 1,1 N O z I CADFORNIA5 A D 5 { Ig p v .m IL NSAS ST DV 2 1111 r 0 P I D I T WAIIINGTON ST• 0, 1 r o 1IT!PJ S SEPULVEDA BLVD 71 0 Cn MAIN ST MAIN: r. III O MO - 6 f.pi I ■ C m E. 1 STANDARD ST m O 1 �L I N w } EUCALYPTUS DR 1 Z I A 1 M I BE CO AStF,NA S1 4 ARENAS 1 1 tO SHELDON ST i PENN 8T I 1 1 PENN ST > r r ! W I• O GE NR DT m 1 F • r Z I A m. I r Lop sY 1 at 1 IMARYLAND ST 1 Ca I NI ! I a CD I ry g1 BUNGALhV!DR■i m i0 I. 73 m m Tn a I ` L _ - CFRTTN sr > m M I a _v M z c n n I i p Z1 m N 2. m n (.3 I. m m E r, 1 NVAF]A$T NEVADA E Z Z m D n { D O I Ni I I M C7 W p • 1• �T7 '7 C 1 OREGON ST J WIELDS SI M N D �M. M � W D !Y � I D 1' 2 'N. S- i- D O .LI. CAR 1 CALIFORNIA N- • r 3. { I C) n 1 KANSAS ST M K.INSAS ST ST • WADI INGTON ST 5.'.@ 1 X SNS 1 I o 1 IRu i+I r ILLOIS ST St I m m IIIANA ST 1 I S SEPULVEDA BLVD CITY COUNCIL ORDINANCE NO. 1470 EXHIBIT C El Segundo Municipal Code § 15-11-5: APPENDIX A; BOUNDARY DESCRIPTION Smoky Hollow Specific Plan Boundary Description Amend the Northern Boundary description to read as follows: "C. Northern Boundary: 1. The center line of said alley in an easterly direction to the intersection of the center line of Arena Street; along the center line of Arena Street in a southerly direction to the intersection of the center line of Franklin Street; along the center line of Franklin Street in an easterly direction to the western boundary of vacated Bungalow Drive extended; along the western boundary of vacated Bungalow Drive extended in a northerly direction 95 feet to the southern boundary lot line of the public retention basin; along the southern boundary lot line of the public retention basin in an easterly direction to the intersection of the center line of Center Street; along the center line of Center Street in a northerly direction to the intersection of the center line of Grand Avenue; along the center line of Grand Avenue in an easterly direction to the extended property line between lots 13 and 44 on the north side of Grand Avenue between Center Street and Nevada Street; along the said property line in a northerly direction for approximately 70 feet to the El Segundo Junior High School boundary; along the El Segundo Junior High School boundary in an easterly direction to the intersection of the center line of Nevada Street; along the center line of Nevada Street in a northerly direction to the termination of the street at the southern boundary of El Segundo Junior High School (approximately 70 feet); along the southern boundary of the El Segundo Junior High School in an easterly direction to the southeastern corner of the property (approximately 350 feet); along the eastern border of the property in a northerly direction to the intersection of the northern boundary of the Southern Pacific Railroad right of way; along the northern boundary of the Southern Pacific Railroad right of way in a southeasterly direction to the intersection of the northern boundary of vacated Holly Avenue (approximately 125 feet); along the northern boundary of vacated Holly Avenue in an easterly direction to the intersection of the western boundary of California Street (approximately 175 feet); along the western boundary of California Street in a southerly direction to the intersection of the center line of Holly Avenue; along the center line of Holly Avenue in an easterly direction to the intersection of the center line of Indiana Street." Add the following subsection E in a separate paragraph immediately below subsection 15-11-5(D) - Eastern Boundary description: "E. Boundary Amendment: As part of Environmental Assessment No. EA-959, General Plan Amendment No. GPA 12-01, Specific Plan Amendment No. SPA 12-01, Zone Change No. ZC 12-01, Zone Text Amendment No. ZTA 12-01, Subdivision No. SUB 12-02, and Development Agreement No. DA 12-01 the following area was removed from the Smoky Hollow Specific Plan: Parcel A All of Parcel 4 of Parcel Map No. 7707, in the City of El Segundo, County of Los Angeles, State of California, as per map filed in book 100, page 78 of parcel maps; together with that portion of Parcels 1 and 2 of Parcel Map No. 10427, in said City, County and State, as per map filed in book 113, page 25 of parcel maps, both in the office of the county recorder of said county, lying westerly, southerly and southwesterly of the following described line: Commencing at the westerly terminus of the northerly line of said Parcel 1 of said Parcel Map No. 10427, said northerly line being shown on said Parcel Map as bearing north 89° 53' 52" east, 158.66 feet; said northerly line also being the southerly right of way line of Grand Avenue, 60 feet wide, as shown on said Parcel Map No. 10427; said southerly right of way line also being the northerly line of said Parcel 4 of said Parcel Map No. 7707 and the northerly line of said Parcel 2 of said Parcel Map No. 10427, all as shown on said Parcel Map No. 10427; thence along said northerly line of said Lot 1 of Parcel Map No. 10427 and continuing along the northerly lines of said Parcel 4 of said Parcel Map No. 7707 and said Parcel 2 of said Parcel Map No. 10427, North 89° 53' 52" East, 308.01 feet to the true point of beginning; thence leaving said northerly line, South 00° 06' 08" East, 152.16 feet; thence North 89° 53' 52" East, 60.48 feet to the southwesterly line of said Lot 2 of said Parcel Map No. 10427; said southwesterly line shown as bearing North 54° 09' 12" West on said Parcel Map; thence along said southwesterly line, South 54° 09' 12" East, 95.11 feet to the point of intersection with a line that is parallel with and 297.00 feet northerly, measured at right angles, from the northerly right of way line of Franklin Avenue, 50 feet wide, said street right of way width being shown on said Parcel Map No. 10427. Excepting therefrom that portion of said Parcel 1 of said Parcel Map No. 10427 lying southerly of said line that is parallel with and 297.00 feet northerly, measured at right angles, from the northerly right of way line of Franklin Avenue, 50 feet wide, said street right of way width being shown on said Parcel Map No. 10427. Parcel B That portion of Parcel I of Parcel Map No. 10427, in the City of El Segundo, County of Los Angeles, State of California, as per map filed in book 113, page 25 of parcel maps, lying southerly of a line, parallel with and 297.00 feet northerly, measured at right angles, from the northerly right of way line of Franklin Avenue, 50 feet wide, said street right of way width being shown on said Parcel Map No. 10427." P:Wlanning&Building Safcty10 Planning-Old\PROJECTS(I'lanning)1951-9751EA-9591City Council 090420121Ordinance and Attachments\EA-959 CC Ordinance Exhibit C-Smoky I follow Appendix A Boundary Description Updated for SCE Easement 08202012 CLEAN.doc CITY COUNCIL ORDINANCE NO. 1470 EXHIBIT D 222 KANSAS STREET SPECIFIC PLAN 1.0 SUMMARY This Specific Plan was prepared to provide guidance and to allow flexibility in developing the 4.83 gross acre property located at 222 Kansas Street (the "Project Site") consistent with the adjoining uses. The Specific Plan guides the build-out of the Project Site in a manner that is consistent with City and State policies and standards and ensures that the Project is developed in a coordinated manner. Under this Specific Plan, the Project Site will be split into two sections, a southerly 3.1 net acre parcel and a northerly 1.55 net acre parcel which may be divided into four parcels, for a total of 5 parcels. An additional .18 acres of street frontage will be dedicated to the City along Grand Avenue (10 feet), Kansas Street (5 feet), and Franklin Avenue (5 feet); an additional 9 feet of the 1.55 acre parcel along Grand Avenue will be irrevocably offered to the City for dedication. The entire Project Site can be used for any of the uses set forth in this Specific Plan. On the northerly portion of the property, a .14 acre parcel will be created out of the 1.55 acres on the eastern side (1600 East Grand Avenue) for a reconfigured storage lot for the existing Jim and Jack's Collision Center. With this reconfiguration, the parking facility will be screened in and hidden from public view. A site plan was developed for the Project Site and is attached as Exhibits 2 - 8 and incorporated into the Specific Plan by this reference ("Approved Site Plan"). Under the Approved Site Plan, the southerly 3.1 acres will initially be developed for the United States Department of Agriculture ("USDA") as its new Animal and Plant Health Inspection Services ("APHIS") and the northerly 1.55 acre parcel will be subdivided into 4 separate parcels, one of which (1600 East Grand Avenue) is the storage lot for the existing Jim and Jack's Collision Center. Two office/industrial buildings, to be divided into ten commercial condominiums each, will be built on the remaining 1.41 acres, along with parking spaces for 103 vehicles. Detailed text and exhibits which more fully describe the Approved Site Plan are included at Section 5.7 of this Specific Plan. The Specific Plan does not require that the Project Site be developed pursuant to the Approved Site Plan. An alternate site plan may be submitted and the Project Site can be utilized for any of the uses allowed in the Specific Plan in accordance with the development standards set forth herein. 1.1 PURPOSE AND AUTHORITY OF SPECIFIC PLAN The purpose of this Specific Plan is to regulate land uses on the Project. This Specific Plan was adopted in accordance with the provisions of Government Code §§ 65450 through 65457. These sections also identify the required contents of a Specific Plan and mandate consistency with the General Plan. According to Government Code § 65450, a Specific Plan must include text and a diagram or diagrams which specify all of the following in detail: • The distribution, location, and extent of the uses of land, including open space within the area covered by the plan. • The proposed distribution, location, extent, and intensity of major components of public and private transportation, sewage, water, drainage, solid waste disposal, energy and other essential facilities proposed to be located within the land area covered by the plan and needed to support the land uses described in the plan. • Standards and criteria by which development will proceed, and standards for the conservation, development, and utilization of natural resources, where applicable. • A program of implementation measures including regulations, programs, public works projects and financing measures necessary to carry out the above items. • A discussion of the relationship of the Specific Plan to the General Plan. A review of the El Segundo General Plan shows that this Specific Plan is compatible and consistent with the goals and policies outlined in the General Plan. This Specific Plan will further the goals and policies of the General Plan as more fully described below. This Specific Plan reconciles the policies of the El Segundo General Plan and actual development of the Project Site. By functioning as a regulatory document, the 222 Kansas Street Specific Plan implements the goals, policies, and objectives of the El Segundo General Plan. All future development plans and entitlements within the Specific Plan boundaries must be consistent with the standards set forth in this document. 1.2 PROJECT GOALS The goal of this Specific Plan is to develop the Project Site with office and industrial uses. This Specific Plan provides regulations that allow for expanded office space — beyond that originally contemplated for the site — in conjunction with industrial uses and allows construction and operation of a federal government facility. 1.3 PROJECT LOCATION AND ADJACENT LAND USES Regionally, the Project Site is located in the northwest quadrant of the City of El Segundo. It is bordered by Grand Avenue to the north, Franklin Avenue to the south, and Kansas Street to the west. The Property lies approximately 500 feet west of Sepulveda Boulevard. The Project Site is located less than one mile south of Interstate 105, approximately 1.75 miles west of Interstate 405, and less than 1.75 miles east of the Pacific Ocean. Surrounding land uses primarily consist of light industrial and commercial facilities. Multi-family residential properties are located northwest of the site, across the intersection of Kansas Street and Grand Avenue. Commercial uses occupy the building north of the site across Grand Avenue. Light industrial/commercial uses are located northeast of the site across Grand Avenue. The majority of the space east of the site is occupied by the Military Entrance Processing Station ("MEPS"). Land south of the MEPS, but still to the east of the Project Site, is occupied by additional commercial uses including the Grateful Dogs Clubhouse. Commercial/industrial sites lie south and southeast of the Project Site. Commercial buildings lie to the west of the project site across Kansas Street, between Franklin Avenue and Grand Avenue. All of the surrounding property lies within the Medium Manufacturing District of the JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 2 Smoky Hollow Specific Plan area; portions of the surrounding property have the Grand Avenue Commercial Site Overlay. Exhibit 1 -Adjacent Properties - ,bt• • r w`•. Y r • - �`; 4t' 222N 1SASSl' +'�"� IJ ' • •1.7".•1 - r [ iI i 1.4 PROJECT SITE HISTORY The Project Site formerly housed International Rectifier Corporation ("IRC") and was classified as a heavy manufacturing facility. Except for the parcel at 1600 East Grand Avenue which is being used as overflow storage for Jim and Jack's Collision Center across the street, the Project Site is now undeveloped. There is a permanently capped oil well located on the southern portion of the Project Site. In February 2009, the City approved an Initial Study/Mitigated Negative Declaration for the Segundo Business Park which was a proposed development that would have subdivided the Project Site into 55 commercial and light industrial condominium units to be located in six on- site buildings. The Business Park would have been subjected to the development restrictions of the Medium Manufacturing District of the Smoky Hollow Specific Plan, which contains limits on the amount of office space that could be developed. The Business Park would have had a gross FAR of 0.41 and the heights of the structures would have been limited to 35 feet. Office and restaurant uses would have occupied 32 of the units and light industrial uses would have occupied the remaining 23 units. The Business Park also included a lot line adjustment with adjacent parcels to the east of the site along Grand Avenue which would have allowed the triangular parking lot that handles the overflow storage of damaged vehicles awaiting repair at Jim and Jack's Collision Center to be replaced with a walled—in parking lot. The Business Park was never financially feasible and the Project Site reverted to the bank. In August 2010, the USDA began its search for a new facility for its Animal and Plant Housing Inspection Services with specific location criteria that required it to be in the proximity of LAX. In October 2011 SMPO Properties was awarded the project to build the APHIS facility on the vacant property on Kansas Street and SMPO acquired the Project Site that same month. A JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 3 short time later SMPO Properties and Mar Ventures, Inc. partnered to develop the entire 4.83 acres under a Specific Plan in order to allow the development of the APHIS facility and other buildings on the Site. An application for this Specific Plan, along with related applications for discretionary land use approvals, was filled with the City in early 2012. Before these applications were considered, the City approved Lot Line Adjustment LLA 12-03 between SMPO Lab, LLC and the owners of the MEPS and Jim Jack's Collision Center properties to the east to realign the eastern boundary of the Project Site and divide the Project Site into the northerly 1.55 acre parcel and southerly 3.1 acre parcel. 1.5 EXISTING SITE The proposed Project Site is currently undeveloped. There are no uses on the Property except for the overflow storage for Jim and Jack's at 1600 East Grand Avenue. The site slopes from north to south. The only impervious surface on the Project Site is the overflow parking in the northeastern corner. The Specific Plan area will encompass the entire 4.83 gross acre/4.65 net acre site. 1.6 CEQA COMPLIANCE In compliance with CEQA the Mitigated Negative Declaration for the Segundo Business Park was used for this Project along with an Initial Study/Mitigated Negative Declaration Addendum prepared in June, 2012. 1.7 PROJECT DESCRIPTION The 222 Kansas Street Specific Plan will be developed in substantial conformance with the land use and development standards set forth in Section 4.0 below. The Specific Plan area will be limited to an overall FAR of 0.60 which would allow development of 121,474 net square feet area over the 4.65 net acres. The Project Site may be developed with any of the uses allowed under Section 4.1 and in conformance with the development standards of Section 4.3. Northerly 1.55 acres — this portion of the Project Site will be divided into a minimum of two parcels, one of which will be a .14 acre parcel at 1600 East Grand Avenue which will house the reconfigured overflow storage for the existing Jim and Jack's Collision Center. With the reconfiguration the parcel will be fenced in and set back from Grand Avenue. The lot at 1600 Eas t Grand Avenue will continue to take access off of Grand Avenue; the remaining 1.41 acres will take access off of a driveway on Kansas Street. Southerly 3.1 acres — in addition to the uses allowed for the northerly portion, this portion of the Project Site may also be used for a facility to be leased by a governmental or other tax-exempt entity provided that the development does not exceed 50,000 square feet and is subject to a Development Agreement. Access to this portion of the Project Site will be taken from a second driveway on Kansas Street and up to two driveways on Franklin Avenue, one of which may be up to 40 feet wide. Remaining 0.18 acre —the remaining acreage would be dedicated to the City as follows: 10 feet along Grand Avenue; 5 feet along Kansas Street; and 5 feet along Franklin Avenue. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 4 1.8 ENTITLEMENTS The following entitlements were required for this Project. • Environmental Assessment EA-959 — Initial Study/Mitigated Negative Declaration Addendum • General Plan Amendment GPA 12-01 changing the land use designation of the Project Site from Smoky Hollow to 222 Kansas Street, adding language to the Land Use Element of the General Plan, and revising Exhibit LU-3 of the Land Use Element. • Specific Plan Amendment SPA 12-01 deleting the Project Site from the Smoky Hollow Specific Plan Area and creating a new 222 Kansas Street Specific Plan Area. • Zone Text Amendment ZTA 12-01 to: 1) amend ESMC § 15-11-1 to reflect the reduced acreage of the Smoky Hollow Specific Plan area; 2) amend ESMC § 15-11-5 to delete the 4.83 acre Project Site from the northern property description of the Smoky Hollow Specific Plan; 3) amend Exhibits 11-4 through 11-8 and III-1 and 111-2 to eliminate the 222 Kansas Street Specific Plan area from the Smoky Hollow Specific Plan maps; and 4) add a new ESMC § 15-3-2(A)(8) "222 KSSP - 222 Kansas Street Specific Plan." • Zone Change ZC 12-01 to reclassify Project Site from Smoky Hollow Specific Plan to 222 Kansas Street Specific Plan. • Development Agreement DA 12-01 between the City of El Segundo and SMPO Lab, LLC, a Delaware Limited Liability Company. • Vesting Tentative Map No. SUB 12-02- dividing the northerly 1.55 acres into 4 separate parcels. • Site Plan Review SPR 12-01 for the site plan contained in this Specific Plan. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 5 2.0 CONSISTENCY WITH THE GENERAL PLAN Government Code § 65454 requires that the Specific Plan be consistent with the General Plan. Government Code § 65451 requires a statement of relationship between the Specific Plan and the General Plan. The two elements that are most related to the Project are the Land Use Element and the Economic Development Element; the consistency with these two elements is discussed below. A more detailed General Plan Consistency analysis is included at Appendix A. The uses allowed under this Specific Plan are very similar to the uses that are allowed under the Smoky Hollow Specific Plan which previously encompassed the Project Site. The primary differences are as follows: • The Medium Manufacturing District of the Smoky Hollow Specific Plan allows general offices, but with a square foot limitation as to the amount of office space that can be developed. This Specific Plan provides for office uses on all portions of the Project Site which will be limited in square footage only by development standards. • The Grand Avenue Commercial Overlay Zone would allow medical and dental office if activated on the northern portion of the Project Site, but then industrial uses would not be allowed. The Specific Plan provides for these uses on all portions of the Project Site in conjunction with industrial uses. • The Specific Plan allows for a governmental or non-profit entity to operate its facilities in the southerly portion of the Project Site area. • The Specific Plan specifically allows automotive storage facilities in order to account for the existing Jim and Jack's overflow storage lot at 1600 East Grand Avenue. • Eating establishments and retail businesses are prohibited uses under this Specific Plan. 2.1 ECONOMIC DEVELOPMENT ELEMENT The Economic Development Element of the General Plan is concerned with the economic health of the commercial and industrial uses in the City. It focuses on the expansion and maintenance of El Segundo's economic base and on the enhancement of the City's business climate since economic development goals and policies help maximize the City's economic development potential. The Economic Development Element specifically recognizes the City's location as a "product" and the buyers are the businesses which wish to locate in this location which is close to LAX, ground transportation and freeways. The Economic Development Element also recognized the possibility of redeveloping large sites as they become vacant. One of the primary goals of the Economic Development Element is to create a strong, healthy economic community in which all stakeholders can benefit. With this goal in mind, the Economic Development Element sets policies of maintaining economic development as a top priority and maintaining and promoting land uses that improve the tax base while balancing economic growth and quality of life. This Specific Plan achieves the goal of creating a strong and healthy economic community by providing the mechanism to redevelop a currently vacant and undeveloped piece of property. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 6 The additional persons that will be employed in the Specific Plan development will further help to strengthen the City's economy as there will be more individuals to shop in the nearby commercial areas, including the Downtown area, and use the services in the surrounding community. Under the Approved Site Plan, the southerly 3.1 acres will be developed with the 45,152 square foot USDA facility that will employ approximately 45 persons. The USDA chose this location precisely because of the location factors recognized in the Economic Development Element. Although the USDA would be exempt from several taxes, the Development Agreement that is tied to the Specific Plan will require payment to the City to offset this loss. Also under the Approved Site Plan, the northerly 1.55 acres will be developed with two buildings totaling slightly under 31,000 square feet. These buildings would fill a need for smaller office space in the South Bay area as most small tenants are forced to lease space in mid- and high-rise buildings rather than purchase their own space. It is estimated that these two buildings will provide employment opportunities for approximately 90 people. 2.2 LAND USE ELEMENT The Land Use Element of the General Plan recognized the growing trends of office development and light manufacturing, research and development, wholesaling, distributing, and laboratories, rather than heavy manufacturing. The Project Site was previously designated as, and is surrounded by, the Smoky Hollow Specific Plan area which allows for primarily light industrial uses including light manufacturing, research and development, warehousing, and office uses. The maximum FAR for newly constructed projects in the Medium Manufacturing District of the Smoky Hollow Specific Plan area is 0.6 The Specific Plan development will be consistent with the uses and development standards of the surrounding Smoky Hollow Specific Plan as both Specific Plan areas allow an FAR of 0.6. One of the goals of the Land Use Element is to provide an attractive place to live and work while maintaining the City's small town atmosphere. In order to accomplish this goal the Land Use Element sets the objective of preventing deterioration and blight. The Specific Plan implements this goal and objective by providing for development on a large, vacant parcel that is currently being used only for construction staging. The development standards set forth herein will ensure that the Project is of a high quality. Another goal of the Land Use Element is to provide a stable tax base for the City without adversely impacting the Downtown area. This goal has a specific objective of providing for new office and research and development uses. The development allowed by the Specific Plan will contribute to the City's tax base through an increase in property taxes, an increase in sales taxes due to the influx of new employees as well as individuals patronizing new businesses, and compensation paid to the City for the loss of taxes that would have otherwise been paid if the southerly portion is developed by a tax-exempt entity. The uses allowed under the Specific Plan will not impact the Downtown area; instead these uses will help stimulate business in the Downtown area by the influx of new persons in the area. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 7 2.3 OTHER ELEMENTS As set forth above, the Specific Plan is very similar to the previous Smoky Hollow Specific Plan and therefore, the Specific Plan is consistent with the other elements of the General Plan just as the Smoky Hollow Specific Plan was consistent. 3.0 PHYSICAL DEVELOPMENT 3.1 CIRCULATION Access to the northerly 1.55 acres of the Project Site will be from an entrance on Kansas Street. The overflow storage lot at 1600 East Grand Avenue will continue to take access from a driveway on Grand Avenue. The southerly 3.1 acres will take access from a second driveway on Kansas Street and up to two driveways on Franklin Avenue. All parking lots will be designed to provide adequate circulation and emergency access as well as comply with or exceed all other City standards, except as modified by this Specific Plan. The Director of Planning and Building Safety may allow parking areas not to be interconnected as part of the site plan review process. 3.2 UTILITIES AND INFRASTRUCTURE A. Water Service Water service is provided by the City of El Segundo and is currently available within the Specific Plan Area. Water to the buildings will be provided by an 8" water line in Franklin Avenue. The Project would maintain this connection, add connections as necessary if the existing line does not have adequate capacity, and provide for on-site domestic and fire water services. B. Sewer Service Sewer service within the Project Area, which is west of Sepulveda Boulevard, is provided by underground sewers maintained by the City of El Segundo. The site is currently served by an 8" sewer line in Franklin Avenue. If an existing sewer lateral exists on the property and is sized to handle the capacity of the proposed sewage flow, then a connection will be made to the lateral. If no existing lateral is found, or if it is undersized, then a new sewer later will be installed to the existing 8" sewer line in Franklin Avenue. C. Solid Waste Disposal Solid waste disposal is provided to commercial users by a variety of private haulers. Landfill capacity is adequate for the assumed population and commercial growth within Los Angeles County. The 222 Kansas Street Specific Plan would not exceed any assumptions for commercial growth in the region. D. Gas Service Gas service is provided by Southern California Gas Company. A 6" service line is available in Franklin Avenue. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 8 E. Electric/Telephone and Cable Service Electric service is provided by Southern California Edison. Telephone service is provided by AT&T, Verizon and Sprint via existing lines in adjacent streets and cable service is provided by Time Warner Cable, Direct TV and Dish Network. F. Fire Suppression The El Segundo Fire Department (ESFD) provides fire protection services and emergency medical service to the City. The Specific Plan area is approximately 1 mile from Station 1 located at 314 Main Street in Downtown El Segundo and approximately 1.6 miles from Fire Station 2 located at 2261 Mariposa Avenue. Water for fire suppression is available from existing water lines via hydrants adjacent to the Project Site. Private hydrants will be installed if required to provide coverage for approved structures. G. Police Services The El Segundo Police Department provides police protection services to the City. The Specific Plan area is approximately 1 mile from the police station located at 348 Main Street. H. Storm Drains All storm drainage from the site will be collected, treated and diverted to an on-site retention system sized to meet the Los Angeles County SUSMP requirements. Overflow from this system will drain through the curb face on Franklin Avenue. If there is not adequate slope for the runoff to drain through the curb face, a connection will be made to an existing curb inlet catch basin on Kansas Street, just north of the intersection with Franklin Avenue. The catch basin connects to an existing 66" line that is owned and maintained by the Los Angeles County Flood Control District. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 9 4.0 LAND USE AND DEVELOPMENT STANDARDS 4.1 USES PERMITTED USES: A. Art studios B. Automotive storage in relation to an automobile repair facility C. General and/or multimedia related offices D. Medical and dental offices E. Light assembly and processing F. Light industrial G. Manufacturing H. Mixed use projects including commercial (other than retail), office and light industrial uses 1. Parking structures and parking lots J. Public facilities, public utilities K. Research and development L. Warehousing and distribution M. For the southerly portion of the property only, facilities to be leased by governmental or other tax-exempt entity up to 50,000 square feet, subject to the requirement of a Development Agreement N. Other similar uses approved by the Director of Planning and Building Safety, as provided by ESMC Chapter 15-22. PERMITTED ACCESSORY USES: A. Any use customarily incidental to a permitted use B. Employee recreation facilities and play areas C. Open storage incidental to a principal use D. Single caretaker units at the ratio of one per legal building site or business establishment whichever is larger JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 10 E. Other similar uses approved by the Director of Planning and Building Safety, as provided by ESMC Chapter 15-22 USES SUBJECT TO ADMINISTRATIVE USE PERMIT: Other similar uses approved by the Director of Planning and Building Safety, as provided by ESMC Chapter 15-22. USES SUBJECT To CONDITIONAL USE PERMIT: The following uses are allowed subject to obtaining a conditional use permit, as provided by ESMC Chapter 15-23: A. Automobile service uses, if a three hundred foot (300') minimum distance from any residentially zoned property is provided B. Service stations, if a five hundred foot (500') minimum distance from any residential zoned property is provided C. Other similar uses approved by the Director of Planning and Building Safety, as provided by ESMC Chapter 15-22 PROHIBITED USES: A. Automobile dismantling businesses B. Retail sales, restaurants and cafes C. Automobile service uses located within three hundred feet (300') of any residentially zoned property D. Drive-through restaurants 4.2 DISTRIBUTION AND LOCATION OF LAND USE The northerly 1.55 acres will be developed with four separate parcels in order to create a 0.14 acre parcel at 1600 East Grand Avenue for the relocated storage for Jim and Jack's Collision Center along the eastern portion of the property. Land uses may be distributed anywhere on the Project Site provided they fall within the uses allowed by Section 4.1 and meet the remaining development standards of this Section 4.0. The southerly 3.1 acres will be developed as one parcel with the USDA's 45,152 square foot APHIS facility initially occupying the building. The operations will include office, lab, and warehouse uses. Approximately 97 parking spaces will be provided. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 11 4.3 SITE DEVELOPMENT STANDARDS Except as otherwise provided, this Specific Plan must be administered pursuant to the ESMC. The development standards in this Specific Plan are intended to provide flexibility in the development while providing consistency with adjacent uses. A. Lot Area The minimum lot area is 11,200 square feet with the exception of the lot fronting Grand Avenue on the northeastern portion of the site (Lot No. 4) which minimum lot area may be 5,000 gross square feet. B. Height Northerly 1.55 acres No building or structure can exceed forty (40) feet in height, with the exceptions of parapets and other auxiliary structures that cannot exceed forty-five (45) feet in height. Southerly 3.1 acres No building or structure can exceed thirty-five (35) feet in height, with the exceptions of parapets and other auxiliary structures that cannot exceed forty-five (45) feet in height. C. Setbacks Front Yard: No parking is allowed in the setback area. The setbacks are as follows: Grand Avenue: 10 foot minimum (includes 9' irrevocable offer of dedication) Franklin Avenue: 8 foot minimum Kansas Street: 5 foot minimum Side Yard: no side yard setback is required unless the side yard abuts one of the following dedicated streets, in which case the setbacks are as follows: Grand Avenue: 10 foot minimum (includes 9' irrevocable offer of dedication) Franklin Avenue: 8 foot minimum Kansas Street: 5 foot minimum Rear Yard: No rear yard setback is required, unless the rear yard abuts one of the following dedicated streets, in which case the setbacks are as follows: Grand Avenue: 10 foot minimum (includes 9' irrevocable offer of dedication) Franklin Avenue: 8 foot minimum Kansas Street: 5 foot minimum Fences and gates may encroach in the setback areas. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 12 D. Lot Frontage No requirement. E. Building Area/Floor Area Ratio (FAR) The FAR of the entire Project Site, as opposed to individual parcels, cannot exceed 0.60. The FAR is to be based on net square footage of the buildings and the net square footage of the Project Site. F. Off-Street Parking and Loading Spaces Off street parking and loading are provided as required by ESMC Chapter 15-15, with the exception of the following: 1. Up to 35% of the parking spaces may be compact spaces; 2. Emergency generators may be allowed in the parking area provided that they do not reduce required parking and they are decoratively screened; 3. The landscaped setback for the auto storage lot needs to only be 10 feet to the first parking space; 4. The requirement that parking areas be connected may be modified as part of the site plan review process; and 5. The number of required loading areas may be modified as part of the site plan review process. G. Landscaping Landscaping requirements are as follows: 1. A minimum of seven percent (7%) of the total site's square footage must be devoted to landscaping; 2. Landscaping is not required in side yard setbacks unless the side yard abuts a dedicated street or abuts a different zone; 3. Landscaping must consist of trees, shrubs, vines, bushes, flowers, ground coverings or any combination thereof; 4. Landscaping cannot consist solely of artificial plants, artificial turf, crushed rock, redwood bark or decorative pavement; 5. In the front yard setback, an at-grade or raised planter landscaping must be employed. A permanent evergreen ground cover (turf, ivy) and trees are the basic material recommended. One fifteen (15) gallon tree must be provided for every twenty five feet (25') of lot frontage on a dedicated street; JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 13 6. All landscaped areas must be provided with permanent watering facilities; 7. Landscaping along Grand Avenue is only required to be ten (10) feet; 8. Patios may encroach within the setback areas and no landscaping is required in such areas; 9. Emergency generators may be located in the landscaping area, but must be decoratively screened with opaque material. H. Walls and Fences All walls and fences must comply with ESMC § 15-2-4. Decorative masonry, open work wrought iron and similar materials are permitted. The use of chain link and razor wire is prohibited. 1. Access 1. All development projects must provide adequate access for emergency vehicles. In addition, all development projects must provide pedestrian access between buildings and transit facilities located on site and/or off site, if within adjoining public rights-of-way. 2. The lot at 1600 East Grand Avenue may continue to take access from Grand Avenue. 3. Driveways of up to 40 feet on Franklin Street may be allowed as part of the site plan review process. J. Signs Signs located in the Specific Plan area must comply with the requirements of ESMC Chapter 15-18. K. Energy Standards The development must be built to a minimum of LEED Certified standard or such other equivalent standard determined by the Director of Planning and Building Safety. Actual LEED certification is not required, however, the applicant must demonstrate that the project is built to a minimum of LEED Certified standard or such other equivalent standard using the GBCI scorecard prepared by a qualified professional with a LEED AP credential. The Director of Planning and Building Safety will determine if the items identified on the scorecard and report, show a good faith effort to meet such standard. LEED stands for the Leadership in Energy and Environmental Design (LEED) Green Building Rating System developed by the United States Green Building Council (USGBC) and provides a suite of standards for environmentally sustainable construction. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 14 L. Design Standards The following minimum design standards must be incorporated in all projects within the Plan area: 1. All colors, textures, and materials on exterior elevation(s) must be coordinated to achieve a continuity of design throughout the 4.83 acre portion of the Project Site, regardless of whether the buildings are developed at the same time; 2. The buildings must have contrasting accent features that use at least two primary exterior building materials (including, without limitation, concrete, stucco, stone, rock, and brick) and/or two exterior colors; 3. Building materials must be of non-reflective coatings and glazings and windows must use low-reflectivity glass; 6. Long, plain building elevations must be avoided; sufficient articulation must be provided; 5. Plans must be reviewed and approved by the Director of Planning and Building Safety for compliance with these Design Standards. If the Director finds that such plans are non compliant, an applicant may appeal that decision in accordance with the ESMC. M. Phasing Rough grading will occur over the entire Specific Plan area at one time. The Project Site may be developed in one or more phases which may occur concurrently. N. Transportation Demand Management(TDM) Except as provided by this Specific Plan, development is required to comply with the TDM requirements of ESMC Chapter 15.16. In determining the size of the development, the northerly and southerly developments must be treated as two separate developments absent submission of a different site plan which shows a combined development over the two portions. All development on the northerly portion, with the exception of the auto storage lot, must be treated as one development. Regardless of the size of the development, bicycle racks must be provided for each phase of development. Regardless of the size of the development, each development must provide a bulletin board, display case or kiosk displaying transportation information located where it is visible to the greatest number of employees. Information in the area must include, without limitation, the following: 1. Current maps, routes and schedules for public transit routes serving the site; 2. Telephone numbers for referrals on transportation information including numbers for the regional ridesharing agency and local transit operators; JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 15 3. Ridesharing promotional material supplied by commuter-oriented organizations; 4. Bicycle route and facility information including regional/local bicycle maps and bicycle safety information; and 5. A list of facilities available for carpoolers, vanpoolers, bicyclists, transit riders, residents and pedestrians at the site. 4.4 MODIFICATIONS A. Major Modifications The following modifications constitute a Major Modification and require an amendment to this Specific Plan: 1. Any decrease in the required building setbacks; 2. Any increase in the total developable square footage or FAR of the entire Property; 3. Any increase in height of buildings or structures on the Property; 4. Any decrease in the minimum required lot area; 5. Any change in use to a use which is not permitted herein; 6. Any deviation from the uses and development standards or limitations set forth in Sections 4.1 through Section 4.3 of this Specific Plan, except to the extent these Sections specifically provide for the Council or Director of Planning and Building Safety to approve such changes; 7. Any material modification to Developer's obligation to build to LEED standards, or such other alternative as determined by the Director of Planning and Building Safety for the Project; or 8. Any material modification that requires modification to the MND, other than an Addendum. 9. Other than the Major Modifications listed above, all other modifications to the Project are considered "Minor Modifications." B. Minor Modifications/Administrative Approvals Any modification to the Project or Project Approvals not listed in subsection A above, including a use approved subject to an Administrative Use Permit, is a Minor Modification. The Developer may make Minor Modifications without amending this Specific Plan upon the administrative approval of the Director of Planning and Building Safety or designee, provided that such modifications are consistent with the Development Standards, Applicable Rules and Project Approvals. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 16 5.0 SITE PLAN REVIEW The following procedures shall apply for development of any site plan, with the exception that the Approved Site Plan approved concurrently with this Specific Plan does not require any separate approval other than the Director of Planning and Building Safety reviewing the submitted building plans to ensure conformance with the Approved Site Plan. Absent a change triggering a major modification under Section 4.4A, revisions to the Approved Site Plan or the submission of a new Site Plan that is in accordance with the provisions of Section 4.0 does not require an amendment to this Specific Plan. 5.1 OVERVIEW In order to develop a project that is in conformance with the uses, density and FAR approved in this Specific Plan, a site plan review ("SPR") application must be filed with the Department of Planning and Building Safety. 5.2 APPLICATION FOR SITE PLAN REVIEW-CONTENTS The site plan review application must be submitted in conformance with applicable City application requirements and must include all information deemed necessary by the Director of Planning and Building Safety to address site plan review criteria. 5.3 SITE PLAN REVIEW-PROCEDURE A. The Director of Planning and Building Safety must review an application to ensure there is consistency with the Specific Plan within 30 days after it is submitted. B. CEQA Review, if required, must be conducted within the time frames set forth in the Public Resources Code and the California Code of Regulations. C. The Director of Planning and Building Safety must review site plan applications within 30 days after the completion of the public review period of the environmental documentation, if any, or within 30 days from the date the application is deemed complete if no further environmental review is required. The Director of Planning and Building Safety must render his decision in writing, approving, approving with conditions, or denying the site plan review application, stating the reasons for such action. D. The decision of the Director of Planning and Building Safety is final unless appealed to the Planning Commission in accordance with ESMC Chapter 15-25. Such decision of the Planning Commission may be appealed to the City Council in accordance with this same Chapter. Decisions of the Director of Planning and Building Safety and/or Planning Commission are considered final unless timely appealed. E. The site plan is valid for two years from the date of approval. If construction has not commenced within such time, but the applicant has diligently pursued the project plan review process, the Director of Planning and Building Safety may extend the site plan approval for up to one additional year. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 17 F. After the site plan is approved, the Director of Planning and Building Safety may approve minor changes in the site plan or the conditions thereof if the Director finds that there are practical reasons for such changes, that such changes do not substantially vary from the previously approved site plan and applicable ESMC regulations and that such changes do not involve deviations from the design's intent. 5.4 SITE PLAN REVIEW CRITERIA The purpose of the site plan review procedure is to ensure that the development provides a cohesive visual identity and coordinated design character for the Specific Plan area of high quality. The overall coordinated design character must be expressed in the site planning, architecture, landscaping, lighting, and signage. The architectural design is to be compatible in character, massing and materials consistent with the site plan depicted in this Specific Plan. The architectural design must provide a character that complements the surrounding uses. In approving the site plan review the Director of Planning and Building Safety, or the Planning Commission or City Council on appeal, must consider the following factors: A. The dimensions, shape and orientation of the parcel; B. The placement of buildings and structures on the parcel; C. The height, setbacks, and bulk of buildings; D. The building materials and design; E. The distance between buildings or structures; F. The location, number and layout of off-street parking and loading spaces; G. The internal traffic patterns and pedestrian safety features; H. The location, amount and type of landscaping materials and the sustainability of the landscaping material with the El Segundo climate in compliance with the applicable climate zone; I. The placement, height and direction of illumination of light standards; J. The location, number, size and height of signs; K. The location, height and materials of walls, fences or hedges; and L. The location and method of screening refuse and storage areas, roof equipment, pipes, vents, utility equipment and all equipment not contained in the main buildings of the development. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 18 5.5 APPROVAL CRITERIA The Director of Planning and Building Safety, or Planning Commission or City Council on appeal, will approve the site plan if it finds that the site plan, architecture and landscape design, with conditions if necessary, are consistent with the Project Description and development standards set forth herein. 5.6 EXEMPT ACTIVITIES The following is a list of activities which are exempt from the site plan review process. This list is not all inclusive; the Director of Planning and Building Safety may exempt other special activities not covered by this example listing: A. All interior changes, alterations, construction B. Demolition C. Exterior mechanical (heating, air conditioning, water heater) D. Minor exterior repairs costing less than $50,000.00 E. Reglazing, new mullions F. Relandscaping of existing site G. Repainting H. Reroofing with similar style roofing materials 5.7 THE APPROVED SITE PLAN As set forth above, the approval of this Specific Plan also includes approval of the Approved Site Plan, Exhibits 2 - 8 incorporated into this Specific Plan. The Approved Site Plan proposes a total of 68,975 net square feet (75,182 gross square feet) of development for an overall FAR of 0.34 over the net 4.65 acres. Under the Approved Site Plan, construction of Phase I, the USDA facility, will take approximately twelve months to complete and construction of Phase II, the buildings on the northerly portion of the Project Site, will take approximately 9 months to complete. Nothing requires the Project Site to be built in accordance with the Approved Site Plan. A new site plan may be approved in accordance with the provisions of Section 5. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 19 Exhibit 2 - Entire Site Plan '11 .4r---. r� 4 7 .:=;1�a.; . �� .. Y/Cimt .-- ________._ rti.s t r. �yl• • _�_ .a.� - 3cZ. - '!': . 'ii. A`. iii �— Iw.- •p:. ■:3 '. .1 r - n,,d_.. . .... ie --- w,...1 :;:- -L3.1.74' ---4- " I ..rte., e f . �'u..i...• .....sn«:''" — cr :s•a• I ,.I. x'.•,.. P .$22 1AP4* 4' ; i - •era 1 - ti r --arS=. r. 'n ko--..—.._ J 7C. . '1, .! .rtia-.+-- WA.: L.,_ ,,,,:, (; it 41 d r ` f ?!NNl r111(- • nV zm L7Q guRE 1- PE2:— ; N N o k ",ev 4 • • — c-71,'t . ;;. - T e POe.� '-- -,1,::-: �79eRa — (�t �; -ice .i.� l`. . 11:.1—,1_z _: _ �;�i F,= WI I - _ -- _ __vwvr"urr w rsw. _ a.-'t'a' -r •• A. Northerly 1.55 Acres (Exhibits 2 - 5) The Approved Site Plan provides for the division of this portion of the Project Site into 4 parcels. Development of two buildings of approximately 12,655 gross/11,496 net square feet and 18,005 gross/15,797 net square feet for a total of 30,660 gross/27,293 net square feet will be placed on two separate parcels and a third parcel will be developed with shared parking of 103 spaces for the two buildings. (See Exhibits 2 [entire site] and 4 [northerly portion].) Only one loading area is required. The buildings will be able to be utilized for any of the allowed uses in this Specific Plan. The fourth parcel will be the .14 acre parcel at 1600 East Grand Avenue for the existing Jim and Jack's overflow storage on the eastern portion of this parcel. Access to the parcel at 1600 East Grand Avenue will continue to be from Grand Avenue and access to the remainder of the northerly portion will be from a driveway on Kansas Street. JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 20 Exhibit 3 - Northerly Portion Site Plan 1 ORAN°AVENUE i— – – — – - 35!l �' i f r NW!r rr men rl � v u. . _. - !� 2 � _N Hau ,. iw+ ex P41? ®rtm r ' D, ' y A pDJAGO LOT I. _7 Y -: n —r••• .d — + `.1 t if∎�-`,; . "4' lc_ . I ,Vie ,, . .i .r. L si:6.= iy il NNNCeC . ,mi�- 4 iii + "�'` 4411 111, 1 40 Qr� ,�.,s. Irr,4 k Exhibit 4- Northerly Portion Building "A" Color Elevations ,!$ i ' :.A• ..i y I -- - ' it n I- H t �1 Ir i - i 121411, 0 .11. .- IS V' 'ilk :' • I I I'I i�,' 'r- ': , 1 ! Y S Tr � � hisaG u y u 5 Wig 1. T • i JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 21 Exhibit 5 – Northerly Portion Building "B" Color Elevations ei■ rril•�l■1ui■�■■i .. , ';]1.-'..r ■;.:� ANEW`_ :, '1 .Al.:.:.;I�: ate::: !..:'47,-,- , .OI:_..iil •' _ .ONIL J i I=I...I 11t' � ,:':I 1j _Wr,� • L:--:-.Ai — i �. A F1 ill, I�r1� 4'.-- l OA ont- CI .—• r,x• waw. maim ��_llllllll�ll�Mlll!==. :.:1,41_ 77..7.4... x,11►r ...= ___:r..r.. '.•.•.. ".�'l:-.. -r j :�. BEMiun 4: rill i;l—ll' 'iii.ii .Iq W iiii, #! • .!4'...__, 10 f+' •ii•'+ y y.1111 -...•.� F•'� S al i.'! �i ■ �uL 5F.I h ' i I1.- .).-Mjak Jliiii� -� aOk'I 1 . HW9 r JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 22 B. Southerly 3.1 Acres (Exhibits 2 and 6 - 8) The Approved Site Plan provides for the development of this portion of the Project Site as one parcel with the USDA's APHIS facility. The facility will be approximately 45,152 gross/41,682 net square feet and the uses in the facility will be broken down between: office space (37% - 16,920 s.f.); industrial/labs (29% - 12,978 s.f.); and warehouse (26% - 11,784 s.f.). The remaining square footage would be restrooms, electrical/mechanical rooms, and exterior walls (8% - 3,470 s.f.). Access to this portion of the Project Site will be from a second driveway on Kansas Street and two driveways on Franklin Avenue; the most easterly driveway may be up to 40 feet. There will be two separate parking areas with a total of 97 parking spaces; interconnectivity of the two parking areas on this portion is not required. At such time as USDA no longer occupies the facility, it may be utilized for any of the allowed uses in this Specific Plan. Exhibit 6 - Southerly Portion Site Plan a" �: ' , Ise is ' 'sit. ;', , , ;• �... � . 11.1 • ' rr.1r\ �•w . c) ro JS.MI 41 r 4.-1:4—s'�■ hr !a�.'"" � im.�- Q r.: ri _ Yea .. °° ° ,—....,...,:r. 1 frf. 170ar i wicsiki ..,_,.., i. ` tip '.® E•-. - I.-•, w..... ; IL,,,. +- ..A.....,. PHASE 1 i• i' '• fir.. ,: _ � , A� ' �r�` P' '• EX STING ..In ` .® � ,el w...6 i e ...::-YCCC► B ^ r="' A (NOT A PART) 11E P.r l • 62• I -•. i 11 4 ,5 t i r: ..; 1_i. ® a ,6 4i. -- O =-° - .. z - .r_A 11.._-_.. .y:-..... �Irit svt. ..S . . ii,::... ' ,rp,io. 1 ,,,. FRANKLIN AVENUE .�_. Fr= r JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 23 Exhibit 7 —Southerly Portion USDA Building Color Elevations 0 q q q q 0 0 0 ` 0 0o . 000 of 00 0 o i o 0 0o 00 00 T y s. n n+ I� n 'n I n ) f —10— � i Ted117 WI WI Smell E1.OVA1N1H I00 0 0 W O n 00 00 T M� I 0 0 0 0.T o c i 0 0 0 ' . Ali i .ii. Fi Fill fT . _ 1.-� J= n ± SOUTHI E FRANKLIN AVENUE ELEVATION it 4 pit' + O 3ff 0 0 0. O 00 O II)I !7 O f11' 0 O 00 0.0 0 O O 00 ,.Y 7 VfK. .. i'�l1F?f• ' -}--I.. r ; r ' .ii h 5u EAST ELEVATION �• T T T I 00 O 4 O 00 . 000• 00 • ©• i 0 C+ 00 0 0 O I t I I I I ! . j• . i r I I 1 ,_;R, r- ... d.z.j [ NORTH ELEVATION :RPM FTA.1HCSNEOIRL O-^. -.. 'dam... . JUNE 2012 222 KANSAS STREET SPECIFIC PLAN 24 CITY COUNCIL ORDINANCE NO. 1470 EXHIBIT E RECORDING REQUES'T'ED BY AND WHEN RECORDED MAIL TO: CITY CLERK CITY OF EL SEGUNDO 350 Main Street EXEMPT FROM RECORDER'S FEES El Segundo, California 90245 Pursuant to Government Code § 6103 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO, AND SMPO LAB, LLC (222 KANSAS STREET SITE) THIS AGREEMENT MUST BE RECORDED WITHIN TEN DAYS OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.5 TABLE OF CONTENTS Page 1. Definitions 1 2. Recitals 3 3. Binding Effect 4 3.1 Constructive Notice and Acceptance 4 3.2 Rights to Transfer 4 3.3 Liabilities Upon Transfer 4 4. Development of the Property 4 4.1 Entitlement to Develop 5 4.2 Permitted Uses, Density, Height and Dedication of Land for Public Purposes 5 4.3 Development Standards 5 4.4 Building Regulations 5 4.5 Subsequent Rules 5 4.7 Plan Review 6 4.8 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications 7 4.9 Use of Easements 7 4.10 Timing of Development 7 4.11 Moratorium 7 4.12 Infrastructure. 8 4.13 Term 8 4.14 Satisfaction of Mitigation Measures and Conditions 9 4.15 In Lieu Credits 9 4.16 Performance of Director Duties 9 5. Developer Agreements 9 5.1 General 9 5.2 Development Fees 9 5.3 Processing Fees 9 5.4 Maintenance Obligations 9 5.5 Term of Map(s) and Other Project Approvals 9 5.6 Sales and Use Tax 10 6. City Agreements 11 6.1 Expedited Processing 11 6.2 Processing Cooperation and Assistance 11 6.3 Processing During Third Party Litigation 11 7. Modification/Suspension 12 8. Demonstration of Good Faith Compliance 12 8.1 Review of Compliance 12 8.2 Good Faith Compliance 12 8.3 Information to be Provided to Developer 12 8.4 Developer's Report 12 8.5 Notice Of Non-Compliance; Cure Rights 12 9. Excusable Delays 13 10. Default Provisions 13 10.1 Default 13 10.2 Content of Notice of Violation 13 10.3 Remedies for Breach 14 10.4 Resolution of Disputes. 14 10.5 Attorneys' Fees and Costs. 14 11. Mortgagee Protection 14 ii 11.1 Mortgage Not Rendered Invalid 14 11.2 Request for Notice to Mortgagee 15 11.3 Mortgagee's Time to Cure 15 11.4 Cure Rights 15 11.5 Bankruptcy 15 11.6 Disaffirmation 15 12. Estoppel Certificate 15 13. Administration of Agreement 16 13.1 Appeal of Determinations 16 13.2 Operating Memoranda 16 13.3 Certificate of Performance 16 14. Amendment or Termination by Mutual Consent 17 15. Indemnification/Defense 17 15.1 Indemnification 17 15.2 Defense of Agreement 17 16. Time of Essence 17 18. Notices 17 19. Entire Agreement 18 20. Waiver 18 21. Severability 18 22. Relationship of the Parties 18 23. No Third Party Beneficiaries 18 24. Recordation of Agreement and Amendments 19 25. Cooperation Between City and Developer 19 26. Rules of Construction 19 iii 27. Joint Preparation 19 28. Governing Law and Venue 19 29. Counterparts 19 30. Weekend/Holiday Dates 19 31.Not a Public Dedication 19 32. Releases. 20 iv DEVELOPMENT AGREEMENT This Development Agreement is made and entered into by and between the CITY OF EL SEGUNDO ("City"), a municipal corporation, and SMPO Lab, LLC ("SMPO"), as of this day of , 2012. City and SMPO are referred to hereinafter individually as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements contained in this Agreement,the Parties agree as follows: 1. Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions govern the construction of words and phrases used in this Agreement: "Agreement"means this Development Agreement between the City and the Developer. "Applicable Rules"means: • The El Segundo General Plan, as it existed on the Effective Date, as modified by the Project Approvals; • The El Segundo Municipal Code, as it existed on the Effective Date, as modified by the Project Approvals; • The 222 Kansas Street Specific Plan as adopted by the City Council; • Such other laws, ordinances, rules, regulations, and official policies governing permitted uses of the Property, density, design, improvement, development fees, and construction standards and specifications applicable to the development of the Property in force at the time of the Effective Date, which are not in conflict with this Agreement. "Approved Plans" means a plan for any aspect of the Project, including, without limitation, the Site Plan, signage plans, and landscaping and irrigation plans, which have been approved by City in accordance with the Development Standards, Applicable Rules and Project Approvals. "Building Regulations" means those regulations set forth in Title 13 of the El Segundo Municipal Code. "City" means the City of El Segundo and every successor in interest thereto. "City Council"means the City Council of the City of El Segundo. "Developer"means SMPO and every successor in interest thereto. "Development Standards" means the design and development standards that are applicable to the Project. "Director" means the Director of Planning and Building Safety of the City of El Segundo. 1 "Discretionary Actions; Discretionary Approvals" means actions which require the exercise of judgment or a decision, and which contemplate and authorize the imposition of revisions or conditions, by the City, including any board, commission, or department of the City and any officer or employee of the City, in the process of approving or disapproving a particular activity, as distinguished from an activity which merely requires the City, including any board, commission, or department of the City and any officer or employee of the City, to determine whether there has been compliance with applicable statutes, ordinances, regulations, or conditions of approval. The Project Approvals are included with these terms. "Effective Date" means the date on which the Enabling Ordinance becomes effective in accordance with Government Code § 36937. "Enabling Ordinance" means Ordinance No. 1470, approving this Development Agreement. "Future Approvals" means such other discretionary and ministerial entitlements, including permits, which are required to develop the Project in addition to the Project Approvals, and which are applied for by Developer and approved by City. "Minor Modification" means a minor change to the Project or Project Approvals that is consistent with the Development Standards, Applicable Rules and Project Approvals. "Major Modification" means a major change to the Project or Project Approvals as defined in Section 4.6.3 of this Agreement. "Project" means the development of the Property in accordance with the uses set forth in the 222 Kansas Street Specific Plan and the other Project Approvals. "Project Approvals"means: • Final Mitigated Negative Declaration and Addendum to Mitigated Negative Declaration(EA-959), as approved by Resolution No. 4779; • Mitigation Monitoring Program for Final Mitigated Negative Declaration and Addendum to Mitigated Negative Declaration, as approved by Resolution No. 4779; • General Plan Amendment GPA 12-01, as approved by Resolution No.4779; • 222 Kansas Street Specific Plan SPA 12-01, as approved by Ordinance No. 1470; • Zone Change ZC 12-01, as approved by Ordinance No. 1470; • Zone Text Amendment ZTA 12-01, as approved by Ordinance No. 1470; • Vesting Tentative Map SUB 12-02, as approved by Resolution No.4779; • Site Plan Review SPR 12-01, for the site plan contained in the 222 Kansas Street Specific Plan; and • Development Agreement DA 12-01, as approved by Ordinance No. 1470. "Person"means a natural person or any entity. 2 "Property" means that 4.83 acre property located at 222 Kansas Street in El Segundo, California more particularly described in attached Exhibit "A," which is incorporated by reference. "Subsequent Rules" means any changes to the Applicable Rules, including, without limitation, any 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, which would, absent this Agreement, otherwise be applicable to the Property. "Transferee" means a Person which assumes the rights and obligations under this Agreement with respect to all or a portion of the Property. 2. 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: 2.1 Pursuant to Government Code §§ 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. 2.2 Developer is the owner of the Property. 2.3 Developer desires to develop the Property in accordance with the 222 Kansas Street Specific Plan. 2.4 By this Agreement, City desires to obtain the binding agreement of Developer to develop the Property in accordance with the Project Approvals and Applicable Rules. 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. 2.5 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 and Applicable Rules. In consideration thereof, Developer agrees to waive its rights to challenge legally the restrictions and obligations set forth in this Agreement. 2.6 City and Developer acknowledge and agree that the consideration that is to be exchanged pursuant to this Agreement is fair,just and reasonable. 2.7 This Agreement is intended to provide flexible entitlements, within the parameters set forth herein and subject to the terms and conditions hereof, to meet the changing market demands that are likely to occur throughout the life of this Agreement. 2.8 The Project uses are consistent with the City's General Plan, as amended through General Plan Amendment No. 12-01. 2.9 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 3 development of the Property with viable commercial and industrial uses as specified in Section 5.3 below. 2.10 All of the Property is subject to this Agreement. 3. Binding Effect. The burdens of this Agreement are binding upon, and the benefits of the Agreement inure to, each Party and each successive successor in interest thereto and constitute covenants that run with the Property. 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 Developer has a legal interest is 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 Transfer. Developer may assign or transfer its rights and obligations under this Agreement with respect to the Property, or any portion thereof, to any Transferee at any time during the term of this Agreement without approval of City, including through provision of a long-term ground lease. For purposes of this Agreement, the Transferee is considered the "owner" of that portion of the Property which is covered by such transfer. 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 arising subsequent to the effective date of such transfer, if: (i)Developer has provided to City prior or subsequent written notice of such transfer; and (ii) 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 attached Exhibit "B." Upon any transfer of any portion of the Property and the express assumption of Developer's obligations under this Agreement by such Transferee, City agrees to look solely to 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 is entitled to the benefits of this Agreement as "Developer" and is subject to the obligations of this Agreement applicable to the parcel(s) transferred. A default by any Transferee only affects that portion of the Property owned by such Transferee and does not cancel or diminish in any way Developer's rights with respect to any portion of the Property not owned by such Transferee. Transferees are responsible for satisfying the good faith compliance requirements set forth in Section 8 below relating to the portion of the Property owned by a Transferee, and any amendment to this Agreement between the City and a Transferee only affects the portion of the Property owned by such Transferee. 3.4 Reassumption of Rights. If Transferee defaults with respect to any provision of this Agreement, Developer may reassume Transferee's obligations upon written notification to City. 4. Development of the Property. The following provisions govern the development and use of the Property. 4 4.1 Entitlement to Develop. Developer is granted the vested right to develop the Project on the Property subject to the Applicable Rules, the Project Approvals and any Future Approvals. 4.2 Permitted Uses, Density, Height and Dedication of Land for Public Purposes. The permitted and conditionally permitted uses of the Property as well as the density or intensity of use, the maximum height and size of buildings and provisions for reservation or dedication of land for public purposes are set forth in the Project Approvals and Applicable Rules. 4.3 Development Standards. The Development Standards applicable to the Property are set forth in the Project Approvals and Applicable Rules. 4.4 Building Regulations. Nothing in this Agreement precludes City from applying changes occurring from time to time in the Building Regulations, provided that such changes (a) are found by City to be necessary to the health or safety of the citizens of the City, (b) are generally applicable to all similar types of property in the City, and (c) do not prevent or unreasonably delay development of the Project in accordance with this Agreement. 4.5 Subsequent Rules. Subsequent Rules cannot be applied by City to any part of the Property unless Developer gives City written notice of its election to have such Subsequent Rule applied to the Property, in which case such subsequent change is deemed to be an Applicable Rule. 4.6 Future Approvals. 4.6.1 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 Director or designee, provided that such modifications are consistent with the Development Standards, Applicable Rules and Project Approvals. The City cannot unreasonably withhold or delay approval of any Minor Modification. The City has the right to impose reasonable conditions in connection with Minor Modifications, provided, however, such conditions cannot: (i) be inconsistent with the Applicable Rules, the Project Approvals or with the development of the Project as contemplated by this Agreement; (ii) 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 (iii) impose additional dedications, infrastructure or public improvement obligations, fees, costs or exactions exceeding those identified in the Applicable Rules, the Project Approvals, or this Agreement. 4.6.2 Modification of Project Approvals. The Parties contemplate that Developer may, from time to time,pursuant to Section 4.6.1 seek Minor Modifications to the Project or one or more of the Project Approvals. Any such Minor Modifications are contemplated by the Parties as being within the scope of this Agreement as long as they are authorized pursuant to this Section 4.6.2 and must, upon approval by City, continue to constitute the Project Approvals as referenced herein. The Parties agree that any such amendments do not constitute an amendment to this Agreement nor require an amendment to this Agreement. 5 4.6.3 Modifications Requiring Amendment to this Agreement. Any proposed modification to the Project which is not authorized by Section 4.6.2 and results in any of the following does not constitute a Minor Modification but constitutes a Major Modification and requires an amendment to this Agreement pursuant to Section 14 below: (a) Any decrease in the required building setbacks as set forth in the 222 Kansas Street Specific Plan; (b) Any increase in the FAR of the entire Property as set forth in the 222 Kansas Street Specific Plan; (c) Any increase in height of buildings or structures on the Property above the height specified in the 222 Kansas Street Specific Plan; (d) Any decrease in the minimum required lot area as set forth in the 222 Kansas Street Specific Plan; (e) Any change in use to a use which is not permitted under the 222 Kansas Street Specific Plan; (f) Any deviation from the uses and development standards or limitations set forth in Sections 4.1 through Section 4.3 of this Agreement, except to the extent these Sections specifically provide for the Council or the Director to approve of such changes; (g) Any material modification to Developer's obligation to build to LEED certification standards and provide certification for non-governmental buildings for the Project or such equivalent standard as approved by the Director; or (h) Any material modification that requires modification to the MND, other than an Addendum. (j) Other than the Major Modifications listed above, all other modifications to the Project are considered"Minor Modifications." 4.6.4 Site Plan Review Approval. The Site Plan Review which must be submitted pursuant to the Specific Plan is not considered a Minor Modification to the Project or modification to the Project Approvals, provided it substantially conforms to the development standards of the 222 Kansas Street Specific Plan, and must be processed in accordance with the provisions set forth in the Specific Plan. 4.7 Plan Review. The Director will review site plans as well as plans for each building, signage, trash enclosures, screening and landscaping. After such review, the Director may issue a building permit, provided, however, that, notwithstanding anything to the contrary contained in the Applicable Rules, the sole purpose of such review is to verify consistency with the Development Standards, Applicable Rules and Project Approvals. The Director must approve all features which are consistent with the Development Standards, Applicable Rules, Project Approvals, and Future Approvals and does not have authority to disapprove or conditionally 6 approve any features or matters which are consistent with or otherwise which have been specifically approved by this Agreement. 4.8 Fees, Exactions, Mitigation Measures, Conditions, Reservations and Dedications. All fees, exactions, mitigation measures, conditions, reservations and dedications of land for public purposes that are applicable to the Project or the Property are set forth in the Project Approvals, the Applicable Rules and this Agreement. Except as otherwise provided in this Agreement, and specifically excluding fees set by entities not controlled by City that are collected by City, City can only charge and impose those fees and exactions, including, without limitation, dedications and any other fee or tax (including excise, construction or any other tax) relating to development or the privilege of developing, which are in effect on a City-wide basis as of the Effective Date. This Section cannot be construed to limit the authority of City to charge normal and customary application, processing, and permit fees for land use approvals, building permits and other similar permits, for Future Approvals, 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 applications for such approvals are filed with City. 4.9 Use of Easements. Notwithstanding the provisions of the Applicable Rules, easements dedicated for vehicular and pedestrian use are 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. 4.10 Timing of Development. In Pardee Construction Co. v. City of Camarillo (Pardee), 37 Ca1.3d 465 (1984), the California Supreme Court held that the failure of the parties therein to provide for the timing or rate of development resulted in a later-adopted initiative restricting the rate of development to prevail against the parties' agreement. City and Developer intend to avoid the result in Pardee by acknowledging and providing that Developer has the right, without obligation, to develop the Property in such order and at such rate and times as Developer deems appropriate within the exercise of its subjective business judgment subject to the term of this Agreement. In furtherance of the Parties' intent, as set forth in this Section, no future amendment of any existing City ordinance or resolution, or future adoption of any ordinance, resolution or other action, that purports to limit the rate or 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, applies to the Property. However, nothing in this Section may 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. 4.11 Moratorium. No City-imposed moratorium or other limitation (whether relating to the rate, timing or sequencing of the development or construction of all or any part of the Property, whether imposed by ordinance, initiative, resolution, policy, order or otherwise, and whether enacted by the City Council, an agency of City, the electorate, or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use or service (including, without limitation, water 7 and sewer) approved, issued or granted within City, or portions of City, applies to the Property to the extent such moratorium or other limitation is in conflict with this Agreement. However, the provisions of this Section do not affect City's compliance with moratoria or other limitations mandated by other governmental agencies or court-imposed moratoria or other limitations. 4.12 Infrastructure. 4.12.1 Infrastructure Capacity. Subject to Developer's installation of infrastructure in accordance with the requirements of the Project Approvals and any Future Approvals, City acknowledges that it will have sufficient capacity in its infrastructure, services and utility systems, including, without limitation, traffic circulation, storm drainage, flood control, electric service, sewer collection, sewer treatment, sanitation service and, except for reasons beyond City's control, water supply, treatment, distribution and service, to accommodate the Project. To the extent that City renders such services or provides such utilities, City agrees that it will serve the Project and that there is no restriction on hookups or service for the Project except for reasons beyond City's control. 4.12.2 Infrastructure Phasing Flexibility. Notwithstanding the provisions of any phasing requirements in the Project Approvals or any Future Approvals, Developer and City recognize that economic and market conditions may necessitate changing the order in which the infrastructure is constructed. Therefore, City and Developer agree that should it become necessary or desirable to develop any portion of the Project's infrastructure in an order that differs from the order set forth in this Agreement, Developer and City will collaborate and City will permit any modification requested by Developer so long as the modification continues to ensure adequate infrastructure is available to serve that portion of the Project being developed and is in compliance with Section 4.14 of this Agreement. 4.12.3 Infrastructure Completion. No building permit, final inspection or Certificate of Occupancy will be unreasonably withheld, conditioned, or delayed by City 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 before completion of construction and all of the other relevant provisions of the Project Approvals and any Future Approvals are satisfied. 4.12.4 Prevailing Wages. In the event any infrastructure improvements are paid for in whole or in part out of public funds, as contemplated by Labor Code § 1720, Developer agrees to pay prevailing wages for the construction of such improvements to the extent required by Applicable Law. 4.13 Term. The term of this Agreement is ten (10) years from the Effective Date. However, Developer or City is entitled to, by written notice to the other Party before the Agreement's expiration, one (1) five (5)-year extension, provided that the requesting Party is not in material default of this Agreement at such time. Before the expiration of such five (5)-year extension, the Parties may mutually agree to further extensions. In the event of litigation challenging this Agreement, the Term is automatically suspended for the duration of such litigation and resumes upon final disposition of such challenge and any appeal thereof upholding 8 the validity of this Agreement. In the event that a referendum petition concerning this Agreement is duly filed in such a manner that the ordinance approving this Agreement is suspended, then the Term is deemed to commence upon City Council certification of the results of the referendum election approving this Agreement. 4.14 Satisfaction of Mitigation Measures and Conditions. In the event that any of the mitigation measures or conditions required of Developer are implemented by others, Developer is conclusively deemed to have satisfied such mitigation measures or conditions, consistent with CEQA. If any such mitigation measures or conditions are rejected by a governmental agency with jurisdiction, 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 is deemed to be a Minor Modification pursuant to Section 4.6 above. 4.15 In Lieu Credits. Developer is granted in lieu credits for any off-site improvements relating to street improvements or traffic measures which Developer may be required to construct as part of this Project. 4.16 Performance of Director Duties. If City determines at any time during the term of this Agreement that the duties to be performed by the Director under this Agreement will be performed by one or more staff members other than the Director, City will endeavor to notify Developer of such change. The City must 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. 5. Developer Agreements 5.1 General. Developer must comply with: (i) this Agreement; (ii)the Project Approvals including, without limitation, all mitigation measures required by the determination made pursuant to CEQA; and (iii) all Future Approvals for which it is the applicant or a successor in interest to the applicant. 5.2 Development Fees. Subject to the provisions of Section 4.8 above, Developer must pay the development fee amounts identified in attached Exhibit "C," which is incorporated by reference. 5.3 Processing Fees. Subject to the provisions of Section 4.8 above, on the Effective Date of this Agreement, Developer must pay all reasonable and outstanding City processing, legal and environmental processing costs related to the Project and the preparation of this Agreement, if any. 5.4 Maintenance Obligations. Developer must maintain all portions of the Property in its possession or control, and any improvements thereon, in a clean, neat and orderly manner. Developer's maintenance obligations survive any termination or expiration of this Agreement. 5.5 Term of Map(s) and Other Project Approvals. Pursuant to Government Code §§ 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 9 Approvals will be extended for a period of time through the scheduled termination date of this Agreement as set forth in Section 4.13 above. 5.6 Sales and Use Tax. 5.6.1 In the event the contract price for any work on the Project is valued at five million dollars ($5,000,000) or more, Developer agrees to report, on a State Board of Equalization Tax Return, any purchases 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 must indicate the City as a registered job site location on the State Board of Equalization Tax Return. In such event, Developer must also obtain a permit or a sub-permit from the State Board of Equalization indicating the City as the registered job site location, in accordance with State Board of Equalization Operations Memorandum No. 1023. 5.6.2 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 must contain the provisions set forth in Section 5.6.1 above. 5.6.3 The Director of Finance is authorized to relieve Developer, and Developer's contractors and subcontractors, from the requirements set forth in this Section 5.6 upon proof to the reasonable satisfaction of the Director of Finance that Developer and/or its contractors or subcontractors have made good faith efforts to obtain said permit or sub-permits, but were denied the same by the State Board of Equalization. 5.7 In Lieu Payment for USDA Facility 5.7.1 Within 10 days of the Effective Date, SMPO must deposit an initial $225,000 with the City in lieu of the taxes. SMPO must deposit an additional $225,000 with the City in lieu of the taxes before the City issues a Certificate of Occupancy for any building. 5.7.2 City must reimburse $25,000 of the deposit to SMPO within 30 days of the completion of the overflow parking and storage for the lot at 1600 East Grand Avenue subject to review and approval of the landscaping and screening plan by the Director of Planning and Building Safety consistent with the materials used at the adjacent MEPS site at 1776 East Grand Avenue as approved by City Council Resolution No. 4559 and Ordinance No. 1419 for Environmental Assessment No. EA 769, Zone Change ZC 07-01, Specific Plan Amendment No. SPA 08-02, and Smoky Hollow Specific Plan Review No. SHSPR 07-04. 5.7.3 City must reimburse $25,000 of the deposit to SMPO if it issues a building permit for the northerly 1.41 acres in accordance with the Specific Plan and Site Plan Review approval within 24 months of the effective date of the adopted Specific Plan. City must reimburse SMPO within 30 days after issuing a building permit. 5.7.4 If for some reason the USDA facility is not developed or does not become operational and a non-exempt use utilizes the southerly portion of the Property,the entire deposit 10 of$450,000 must be returned to SMPO within 30 days of SMPO informing the City by written notification of such occurrence. 5.8 LEED Certification. Developer's Project must be, at a minimum, built to LEED Certified standards in compliance with the U.S. Green Building Council standards in effect as of the Effective Date, or such equivalent standard as determined by the Director. Actual LEED certification is not required, however, the applicant must demonstrate that the project is built to a minimum of LEED certified standard or such other equivalent standard using the GBCI scorecard prepared by a qualified professional with a LEED AP credential. The City can require peer review of the LEED report and GBCI scorecard by a qualified professional with a LEED AP credential hired by the City at the applicant's expense to advise the Director of Planning and Building Safety in his or her determination. Additionally, the City can require inspections for grading, site improvements, and buildings for the project by a qualified professional with a LEED AP credential to verify that the project has been constructed in compliance with the LEED report and GBCI scorecard to advise the Director of Planning and Building Safety in his or her determination. 6. City Agreements 6.1 Expedited Processing The City must process in an expedited manner all plan checking, excavation, grading, building, encroachment and street improvement permits, Certificates of Occupancy, utility connection authorizations, and other ministerial permits or approvals necessary, convenient or appropriate for the grading, excavation, construction, development, improvement, use and occupancy of the Project in accordance with City's accelerated plan check process under the Applicable Rules. Without limiting the foregoing, if requested by Developer, 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. 6.2 Processing Cooperation and Assistance. To the extent permitted by law, City must reasonably cooperate with Developer in securing any and all entitlements, authorizations, permits or approvals which may be required by any other governmental or quasi-governmental entity in connection with the development of the Project or the Property. Without limiting the foregoing, City must reasonably cooperate with the Developer in any dealings with federal, state and other local governmental and quasi-governmental entities concerning issues affecting the Property. City must keep Developer fully informed with respect to its communications with such agencies which could impact the development of the Property. 6.3 Processing During Third Party Litigation. The filing of any third party lawsuit(s) against City or 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 will not hinder, delay or stop the development, processing or construction of the Project, approval of applications for any Future Approvals, or issuance of ministerial permits or approvals, unless the third party obtains a court order preventing the activity. City does not stipulate to or cooperate in the issuance of any such order. 11 7. Modification/Suspension. Pursuant to Government Code § 65869.5, in the event that any state or federal law or regulation, enacted after the Effective Date, precludes compliance with any provision of this Agreement, such provision will 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 will be restored to their full original effect. 8. Demonstration of Good Faith Compliance. 8.1 Review of Compliance. In accordance with Government Code § 65865.1, this Section 8 and the Applicable Rules, once each year, on or before each anniversary of the Effective Date ("Periodic Review"), the Director will review the extent of 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. 8.2 Good Faith Compliance. During each Periodic Review, Developer must demonstrate that, during the preceding twelve (12) month period, it has been in good faith compliance with this Agreement. For purposes of this Agreement, the phrase "good faith compliance" means that Developer has demonstrated that it acted in a commercially reasonable manner (taking into account the circumstances which then exist) and in good faith in and has substantially complied with Developer's material obligations under this Agreement. 8.3 Information to be Provided to Developer. At least fourteen (14) days before the annual Effective Date the City must deliver to 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 8.4 Developer's Report. No later than the annual Effective Date, Developer must submit a written status report to the Director addressing the good faith compliance issue and any issues raised by the Information provided to Developer. 8.5 Notice Of Non-Compliance; Cure Rights. If, after reviewing the Developer's Report, the Director reasonably concludes on the basis of substantial evidence that as to any parcel or parcels comprising the Property Developer has not demonstrated that it is in good faith compliance with this Agreement, the Director may issue and deliver to Developer a written Notice of Violation as set forth in Section 10 below. 8.6 Public Notice of Finding. Any appeal of the Director's determination (including any appeal by Developer) must be filed within twenty (20) days following such decision. Filing such an appeal tolls the cure period specified in the Notice of Violation. Notwithstanding section 13.1, an appeal regarding the Notice of Violation must be heard directly by the City Council at a duly-noticed public hearing and the City Council must issue a final decision. Not in limitation of the forgoing, Developer retains the right to challenge City's issuance of any final decision pursuant to Code of Civil Procedure § 1094.5 without complying with the procedures set forth in Section 10.4 below. 12 8.7 Failure of Periodic Review. The City's failure to review, at least annually, compliance by Developer with the terms and conditions of this Agreement does not constitute nor can it be asserted by any Party as a breach by any other Party of this Agreement. If the City fails to provide a Review Letter within sixty (60) days of the annual Effective Date, Developer will be deemed to be in good faith compliance with this Agreement. 9. Excusable Delays. Performance by any Party of its obligations in this Agreement is excused during any period of"Excusable Delay," as 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 means delay that directly affects, and is beyond the reasonable control of, the Party claiming the delay, including without limitation: (a) civil commotion; (b) riot; (c) strike, picketing or other labor dispute; (d) shortage of materials or supplies; (e) damage to work in progress or delays by reason of fire, flood, including flood due to rains, earthquake, windstorm, or other casualty; (f) reasonably unforeseeable delay caused by a reasonably unforeseeable restriction imposed or mandated by a governmental entity other than City; (g) litigation brought by a third party attacking the validity of a Project Approval, a Future Approval or any other action necessary for development of the Property; (h) delays caused by any default by the other Party; or (i) delays due to the presence or remediation of hazardous materials. The Term of this Agreement, including any extensions, will automatically be extended by any period of Excusable Delay. 10. Default Provisions. 10.1 Default. Any Party to this Agreement will have breached this Agreement if it materially breaches any of the provisions of this Agreement and the same is not cured within the time set forth in a written notice of violation (the "Notice of Violation") from the non-breaching Party to the breaching Party, which period of time is not 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 will not be in default if it commences to cure the default within such time limit and diligently effects such cure thereafter. If City determines that a default may have occurred, City may choose to terminate this Agreement as to that portion of the Property owned by the Developer in default in which case it must give written notice to Developer of its intention to terminate and comply with the notice and public hearing requirements of Government Code §§ 65867 and 65868. Notice must also be sent to any other Developer that owns Property subject to this Agreement. At the time and place set for the hearing on termination, Developer will be given an opportunity to be heard. If the City Council finds based upon the evidence that Developer is in breach of this Agreement, the City Council may modify or terminate this Agreement; provided, however, if Developer initiates a resolution of dispute in accordance with the provisions of Section 10.4 below within sixty (60) days following the City Council's determination that Developer is in breach of this Agreement, the City Council's decision to modify or terminate this Agreement is stayed until the issue has been resolved through informal procedures, mediation, or court proceedings. 10.2 Content of Notice of Violation. Every Notice of Violation must 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 13 Property involved, and the manner in which the breach may be satisfactorily cured. Notice must be given in accordance with Section 18 hereof 10.3 Remedies for Breach. The Parties agree that the remedies for breach of this Agreement are limited to the remedies expressly set forth in this subsection. The remedies for breach of this Agreement by Developer are limited to injunctive relief and/or specific performance; the remedies by City are limited to injunctive relief and/or specific performance, or termination of this Agreement in accordance with Section 10.1 above. 10.4 Resolution of Disputes. City and Developer agree to attempt to settle any claim, dispute or controversy arising from this Agreement through consultation and negotiation in good faith and in a spirit of mutual cooperation. If those attempts fail, the dispute may be mediated by a mediator chosen jointly by City and Developer within thirty (30) days after notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, and City and Developer will share the cost of the mediation equally. The parties may agree to engage in some other form of non-binding alternate dispute resolution ("ADR")procedure in lieu of mediation. Any dispute that cannot be resolved between the parties through negotiation or mediation within two months after the date of the initial demand for non- binding mediation may then be submitted to a court of competent jurisdiction in the County of Los Angeles, California. 10.5 Attorneys' Fees and Costs. Each party to this Agreement agrees to waive any entitlement of attorneys' fees and costs incurred with respect to any dispute arising from this Agreement. The parties will each bear their own attorneys' fees and costs in the event of any dispute. 11. Mortgagee Protection. This Agreement does 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. 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 Developer and representatives of such lender(s) to provide within a reasonable time period City's response to such requested interpretations. City will not unreasonably withhold its consent to any such requested interpretation, provided that such interpretation is consistent with the intent and purposes of this Agreement. Any Mortgagee of a mortgage or a beneficiary of a deed of trust or any successor or assign thereof including, without limitation, the purchaser at a judicial or non- judicial foreclosure sale or a person or entity who obtains title by deed-in-lieu of foreclosure on the Property is entitled to the following rights and privileges: 11.1 Mortgage Not Rendered Invalid. Neither entering into this Agreement nor a breach of this Agreement will 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 has an obligation or duty under this Agreement to perform Developer's obligations, or to guarantee such performance, before taking title to all or a portion of the Property. 14 11.2 Request for Notice to Mortgagee. The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, who has submitted a request in writing to the City in the manner specified herein for giving notices, is entitled to receive a copy of any Notice of Violation delivered to the Developer. 11.3 Mortgagee's Time to Cure. City must provide a copy of any Notice of Violation to the Mortgagee within ten (10) days of sending the Notice of Violation to Developer. The Mortgagee has the right, but not the obligation, to cure the default for a period of thirty (30) days after receipt of such Notice of Violation or such longer period of time as may be specified in the Notice. Notwithstanding the foregoing, if such default is 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 has 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. 11.4 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, will succeed to the rights and obligations of Developer under this Agreement as to the Property or portion thereof so acquired; provided, however, in no event is such Mortgagee liable for any defaults or monetary obligations of Developer arising before acquisition of title to the Property by such Mortgagee, except that any such Mortgagee is not entitled to a building permit or occupancy certificate until all delinquent and current fees and other monetary or non-monetary obligations due under this Agreement for the Property, or portion thereof acquired by such Mortgagee, have been satisfied. 11.5 Bankruptcy. 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 Developer, the times specified in Section 11.3 above will be extended for the period of the prohibition, except that any such extension cannot extend the term of this Agreement. 11.6 Disaffirmation. If this Agreement is terminated as to any portion of the Property by reason of (i) any default or (ii) as a result of a bankruptcy proceeding, this Agreement is disaffirmed by a receiver, liquidator, or trustee for Developer or its property, City, if requested by any Mortgagee, will 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. 12. Estoppel Certificate. At any time and from time to time, Developer may deliver written notice to City and City may deliver written notice to 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; (ii) 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 15 must execute and return the certificate within twenty-one (21) days following receipt of the notice. The failure of City to deliver such a written notice within such time constitutes a conclusive presumption against City that, except as may be represented by 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 Director is authorized to execute, on behalf of City, any Estoppel Certificate requested by Developer. City acknowledges that a certificate may be relied upon by successors in interest to Developer who requested the certificate and by holders of record of deeds of trust on the portion of the Property in which that Developer has a legal interest. 13. Administration of Agreement. 13.1 Appeal of 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 Developer to the Planning Commission, and thereafter, if necessary, to the City Council pursuant to the El Segundo Municipal Code. Developer cannot seek judicial review of any staff decision without first having exhausted its remedies pursuant to this Agreement. Final determinations by the City Council are subject to judicial review subject to the restrictions and limitations of California law. 13.2 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer. During the Term of this Agreement, clarifications to this Agreement and the Applicable Rules may be appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the terms of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they will effectuate such clarification through Operating Memoranda approved in writing by City and Developer, which, after execution, will 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 Developer. Operating Memoranda are not intended to and do not constitute an amendment to this Agreement but are mere ministerial clarifications, therefore public notices and hearings are not required. The City Attorney is 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 14 below. The authority to enter into such Operating Memoranda is hereby delegated to the Director, and the Director is hereby authorized to execute any Operating Memoranda hereunder without further City Council action. 13.3 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, City must provide Developer, upon Developer's request, with a statement ("Certificate of Performance") evidencing said completion or revocation and the release of Developer from further obligations hereunder, except for any ongoing obligations hereunder. The Certificate of Performance must be signed by the appropriate agents of Developer and City and 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 Civil Code § 3093. 16 14. 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 Developer, and upon compliance with the provisions of Government Code §§ 65867 and 65867.5. 15. Indemnification/Defense. 15.1 Indemnification. Developer agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising from the City's approval of Project, this Agreement, Developer's performance of this Agreement, and all procedures with approving this Agreement (collectively, "Discretionary Approvals"), except to the extent such is a result of the City's sole negligence or intentional misconduct. Should the City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Discretionary Approvals, Developer agrees to defend the City (at the City's request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this Section"the City" includes the City of El Segundo's elected officials, appointed officials, officers, and employees. 15.2 Defense of Agreement. If City accepts Developer's indemnification and defense as provided in Section 15.1 above, City agrees to and must timely take all actions which are necessary or required to uphold the validity and enforceability of this Agreement, the Discretionary Approvals, Project Approvals, Development Standards and the Applicable Rules. This Section 15 will survive the termination of this Agreement. 16. Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 17. Effective Date. This Agreement becomes operative on the Effective Date. 18. Notices. Any notice that a party is required or may desire to give the other must be in writing and may be sent by: i) personal delivery; or ii) by deposit in the United States mail, postage paid, registered or certified mail, return receipt requested; or iii) by overnight delivery using a nationally recognized overnight courier, providing proof of delivery; or iv) by facsimile, evidenced by confirmed receipt, addressed as follows (subject to the right of a party to designate a different address for itself by notice similarly given): If to City: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: City Manager With a Copy to: City of El Segundo 350 Main Street El Segundo, California 90245 Attention: Director of Planning and Building Safety With a Copy to: Jenkins &Hogin, LLP 17 1230 Rosecrans Ave, Suite 110 Manhattan Beach, California 90266 Attention: Mark D. Hensley, Esq. If to SMPO: SMPO Labs, LLC 5858 Ridgeway Center Parkway Memphis, Tennessee 38120 Attention: Steve Williams Any notice given by mail is deemed to have been given as of the date of delivery (whether accepted or refused) established by United States Post Office, return receipt, or the overnight carrier's proof of delivery, as the case may be. Notices given in any other manner are effective only if and when received by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m., local time of the recipient, of any business day with delivery made after such hours deemed received the following business day. A party's address may be changed by written notice to the other party effective upon actual receipt of such notice. After a transfer of all or a portion of the Property pursuant to Sections 3.2 and 3.3, District must be copied on all correspondence whether by City or Transferee relating to such transferred property. 19. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and supersedes in its entirety all prior agreements or understandings, oral or written. This Agreement cannot be amended, except as expressly provided herein 20. Waiver. No waiver of any provision of this Agreement constitutes a waiver of any other provision, whether or not similar; nor does any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver is binding, unless it is executed in writing by a duly authorized representative of the Party against whom enforcement of the waiver is sought. 21. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement is effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 22. Relationship of the Parties. Each Party acknowledges that, in entering into and performing under this Agreement, it is acting as an independent entity and not as an agent of any other Party in any respect. Nothing contained herein or in any document executed in connection herewith may 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. 23. 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 has any right of action based upon any provision of this Agreement. 18 24. Recordation of Agreement and Amendments. This Agreement and any amendment thereof must be recorded with the County Recorder of the County of Los Angeles by the City Clerk of City. 25. Cooperation Between City and Developer. City and Developer will 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. 26. Rules of Construction. The captions and headings of the various sections and subsections of this Agreement are for convenience of reference only, and they do not constitute a part of this Agreement for any other purpose or affect interpretation of the Agreement. Should any provision of this Agreement be found to be in conflict with any provision of the Applicable Rules or the Project Approvals or any Future Approvals, the provisions of this Agreement control. 27. Joint Preparation. This Agreement is deemed to have been prepared jointly and equally by the Parties, and it cannot be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. 28. 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 govern its interpretation and enforcement. Any action, suit or proceeding related to, or arising from, this Agreement must be filed in the appropriate court having jurisdiction in the County of Los Angeles. 29. Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an original, but all of which constitute one and the same instrument. 30. 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 falls upon a Saturday, Sunday or other holiday specified in Government Code § 6700, the date for such determination or action will be extended to the first business day immediately thereafter. 31. Not a Public Dedication. Except as otherwise expressly provided herein, nothing herein contained is 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. Developer has 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 can be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City will not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Property that would deprive the Developer of the 19 material benefits of this Agreement, or would in any manner interfere with the development of the Project as contemplated by this Agreement. 32. Releases. City agrees that upon written request of Developer and payment of all fees and performance of the requirements and conditions required by Developer by this Agreement, the City must execute and deliver to Developer appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Los Angeles County Recorder's Office or as otherwise may be necessary to effect the release. 33. Consent. Where the consent or approval of City or Developer is required or necessary under this Agreement, the consent or approval will not be unreasonably withheld, delayed or conditioned. 34. Exhibits. All exhibits attached hereto are incorporated by this reference. IN WITNESS WHEREOF, Developer and City of El Segundo have executed this Development Agreement on the date first above written. CITY: CITY OF EL SEGUNDO, a municipal corporation By: Carl Jacobson,Mayor ATTEST: Tracy Weaver City Clerk APPROVED AS TO FORM: By: Mark D. Hensley, City Attorney 20 DEVELOPER: SMPO LAB, LLC, a Delaware limited liability company By: x - Steve Williams Its: .16CGPT/0 v/C&�►� / % 21 EXHIBIT A PROPERTY DESCRIPTION PARCEL A ALL OF PARCEL 4 OF PARCEL MAP NO. 7707, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 100, PAGE 78 OF PARCEL MAPS; TOGETHER WITH THAT PORTION OF PARCELS 1 AND 2 OF PARCEL MAP NO. 10427, IN SAID CITY, COUNTY AND STATE, AS PER MAP FILED IN BOOK 113, PAGE 25 OF PARCEL MAPS, BOTH IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING WESTERLY, SOUTHERLY AND SOUTHWESTERLY OF THE FOLLOWING DESCRIBED LINE: COMMENCING AT THE WESTERLY TERMINUS OF THE NORTHERLY LINE OF SAID PARCEL 1 OF SAID PARCEL MAP NO. 10427, SAID NORTHERLY LINE BEING SHOWN ON SAID PARCEL MAP AS BEARING NORTH 89° 53' 52" EAST, 158.66 FEET; SAID NORTHERLY LINE ALSO BEING THE SOUTHERLY RIGHT OF WAY LINE OF GRAND AVENUE, 60 FEET WIDE, AS SHOWN ON SAID PARCEL MAP NO. 10427; SAID SOUTHERLY RIGHT OF WAY LINE ALSO BEING THE NORTHERLY LINE OF SAID PARCEL 4 OF SAID PARCEL MAP NO. 7707 AND THE NORTHERLY LINE OF SAID PARCEL 2 OF SAID PARCEL MAP NO. 10427,ALL AS SHOWN ON SAID PARCEL MAP NO. 10427; THENCE ALONG SAID NORTHERLY LINE OF SAID LOT 1 OF PARCEL MAP NO. 10427 AND CONTINUING ALONG THE NORTHERLY LINES OF SAID PARCEL 4 OF SAID PARCEL MAP NO. 7707 AND SAID PARCEL 2 OF SAID PARCEL MAP NO. 10427, NORTH 89° 53' 52" EAST, 308.01 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 00°06'08"EAST, 152.16 FEET; THENCE NORTH 89° 53'52"EAST, 60.48 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 2 OF SAID PARCEL MAP NO. 10427; SAID SOUTHWESTERLY LINE SHOWN AS BEARING NORTH 54°09' 12" WEST ON SAID PARCEL MAP; THENCE ALONG SAID SOUTHWESTERLY LINE, SOUTH 54° 09' 12" EAST, 95.11 FEET TO THE POINT OF INTERSECTION WITH A LINE THAT IS PARALLEL WITH AND 297.00 FEET NORTHERLY,MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY RIGHT OF WAY LINE OF FRANKLIN AVENUE, 50 FEET WIDE, SAID STREET RIGHT OF WAY WIDTH BEING SHOWN ON SAID PARCEL MAP NO. 10427. EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL 1 OF SAID PARCEL MAP NO. 10427 LYING SOUTHERLY OF SAID LINE THAT IS PARALLEL WITH AND 297.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY RIGHT OF WAY LINE OF FRANKLIN AVENUE, 50 FEET WIDE, SAID STREET RIGHT OF WAY WIDTH BEING SHOWN ON SAID PARCEL MAP NO. 10427. A-1 PARCEL B THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 10427, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 113, PAGE 25 OF PARCEL MAPS, LYING SOUTHERLY OF A LINE, PARALLEL WITH AND 297.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY RIGHT OF WAY LINE OF FRANKLIN AVENUE, 50 FEET WIDE,SAID STREET RIGHT OF WAY WIDTH BEING SHOWN ON SAID PARCEL MAP NO. 10427. END LEGAL DESCRIPTION A-2 CITY COUNCIL ORDINANCE NO. 1470 EXHIBIT E EXHIBIT B Recording Requested By and When Recorded Mail To: SMPO Labs, LLC 5858 Ridgeway Center Parkway Memphis, Tennessee 38120 Attention: Steve Williams ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered into by and between , ("Assignor"), and a ("Assignee"). RECITALS A. The City of El Segundo ("City") and Assignor entered into that certain Development Agreement dated , 2012 (the "Development Agreement"), with respect to the real property located in the City of El Segundo, State of California more particularly described in Exhibit"A" attached hereto (the "Project Site"), and B. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of for the Project Site (collectively, the "Project Approvals"). C. Assignor intends to sell, and Assignee intends to purchase that portion, of the Project Site more particularly described in Exhibit`B" attached hereto (the "Transferred Property"). D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property. THEREFORE, the parties agree as follows: 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Transferred Property. Assignee hereby accepts such assignment from Assignor. 2. Assumption. Assignee expressly assumes and agrees to keep,perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept,performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Transferred Property, including without limitation 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 is considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement is effective upon its recordation in the Official Records of Los Angeles County, California,provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Transferred Property. 4. Remainder of Project. Any and all rights or obligations pertaining to such portion of the Project Site other than the Transferred Property are expressly excluded from the assignment and assumption provided in Sections 1 and 2 above. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. "ASSIGNOR" [Name of Developer] Date: By: Its: By: Its: "ASSIGNEE" a Date: , By: Its: B-2 RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of El Segundo on this day of , CITY OF EL SEGUNDO By: Director of Planning and Building Safety STATE OF CALIFORNIA ) ) SS: COUNTY OF ) On , 20 , before me, , a Notary Public, personally appeared , who 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. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) STATE OF CALIFORNIA ) ) SS: COUNTY OF ) On , 20 , before me, , a Notary Public, personally appeared , who 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. B-3 I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) B-4 EXHIBIT C DEVELOPMENT FEE SCHEDULE City of El Segundo Fees: 1. Police Service Mitigation Fee Per City Council Resolution No. 4687 adopted on October 5, 2010. 2. Fire Service Mitigation Fee Per City Council Resolution No. 4687 adopted on October 5, 2010. 3. Parks Mitigation Fee Per City Council Resolution No. 4687 adopted on October 5, 2010. 4. Traffic Mitigation Fee Per City Council Resolution No. 4443 adopted on November 15,2005. 5. Water Meter Installation Fees Per Title 11 of SSMC. Page a