CONTRACT 2976A Amendment 2 7 6
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RECORDED/FILED IN OFFICIAL RECORDS
RECORDER'S OFFICE
LOS ANGELES COUNTY
CALIFORNIA
3:21 PMOCT 14 2005
TITLE(S)
L E A D S H E E T
FEE D.T.T.
FEE
DAF $ 4.00
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CODE
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CODE
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CODE
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Assessor's Identification Number (AIN)
To be completed by Examiner OR Title Company in black ink. Number of AIN's Shown
THIS FORM IS NOT TO BE DUPLICATED
d
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street EXEMPT FROM RECORDER'S FEES
El Segundo, CA 90245 Pursuant to Government Code § 6103
OPERATING MEMORANDUM NO. 1
CORPORATE CAMPUS DEVELOPMENT AGREEMENT
Tlibs Operating Memorandum No. 1 (the "Operating Memorandum") is made as of
c � ',J " m-m, 2005 by and between TPG-El Segundo Partners, LLC, a California limited liability
opany("Developer"), and the City of El Segundo, a municipal corporation("City").
RECITALS
A. On or about January 2, 2002, the City Council adopted Ordinance 1345 (the
"Ordinance"), approving Development Agreement No. 01-1 between the City and Developer (the
"Development Agreement")regarding the development of a project known as the Corporate
Campus Project and more particularly described in the Development Agreement(the "Project'), on
approximately 46.5 acres of real property in the City generally bounded by Atwood Way, Douglas
Street, Mariposa Avenue and Nash Street (the "Property").
B. The Ordinance was subsequently subject to voter referendum. On June 18, 2002, the
City voters affirmed the City Council's approval of the Ordinance and the Project. The Ordinance
became effective on July 12, 2002, when the City Clerk certified the election results. The Project
approvals, including the Development Agreement, became effective on this same date.
C. On or about January 28, 2002, Kilroy Realty Corporation("Kilroy") and Citizens
Against Gridlock in El Segundo ("C.A.G.E.S.") filed a lawsuit in the Los Angeles Superior Court
challenging the City Council's approval of the Project(the "Litigation"). On or about October 22,
2002, Kilroy and C.A.G.E.S. filed an appeal of the Superior Court's ruling upholding the City
Council's approval of the Project to the California Court of Appeal. On or about April 29, 2004, the
Court of Appeal denied the appeal. The Litigation finally ended on June 11, 2004, upon expiration
of the time period for seeking California Supreme Court review of the Court of Appeal's decision.
D. Section 10(i) of the Development Agreement provides that any litigation brought by
third parties attacking the validity of the Development Agreement or any other action necessary for
the development of the Property constitutes "Excusable Delay,"which excuses performance by the
City and the Developer of their respective obligations under the Development Agreement. The
Litigation resulted in 700 days of Excusable Delay, from July 12, 2002 to June 11, 2004.
E. The original term of the Development Agreement was to have expired on July 12,
2011. However, Section 10 of the Development Agreement expressly provides the term shall be
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extended by periods of Excusable Delay. l
F. Section 14.2 of the Development Agreement provides that during the term of the
Development Agreement, clarifications to the Development Agreement may be appropriate with
respect to the details of performance by the City and Developer. Section 14.2 further provides that
if and when the City and Developer agree that such clarifications are necessary or appropriate, they
shall effectuate such clarification through operating memoranda approved in writing by the City and
Developer. Section 14.2 delegates the authority to enter into operating memoranda to the City
C.E.D. Director(now referred to as the Planning and Building Safety Director), who is authorized
to execute any operating memoranda without any further City Council action.
G. The City and Developer desire to clarify the Development Agreement through this
Operating Memorandum to confirm the term of the Development Agreement, as extended by
Excusable Delay, and to provide for a revised Tentative Phasing Plan to reflect the Excusable
Delay.
H. Section 3.1 of the Development Agreement provides, in part, that the Development
Agreement and other Project approvals shall be conclusively deemed to be void ab iaiitio, and the
zoning and General Plan designations for the Property which existed prior to the City's adoption of
the approvals for the Project shall instead apply to the Property, unless Developer or an affiliated
entity takes title to at least a 16-acre portion of the Property which includes the Fire Station Site and
Park Site, as such terms are defined in the Development Agreement, on or before January 6, 2006.
Section 3.1 contains a typographical error whereby the January 6, 2006 deadline was inadvertently
referred to as January 1, 2006. The City and Developer desire to clarify the Development
Agreement to correct this typographical error.
I. Developer intends to purchase the 16-acre portion of the Property to comply with its
obligations under Section 3.1 of the Development Agreement. However, the existing parcels on the
Property makes purchasing the 16-acre portion impractical. Accordingly, Developer is in the
process of finalizing Vesting Tentative Tract Map No. 53570 ("VTM"). Because the final map
process is time-consuming, Developer also applied for City approval of a lot line adjustment
(Environmental Assessment No. 666, Subdivision No. 05-03) (the "Lot Line Adjustment')to
facilitate the purchase of such 16 acres. The Lot Line Adjustment will not result in any additional
property being added to or taken from the Property subject to the Development Agreement or create
any new legal lots,but would merely adjust the boundaries of the existing legal lots to facilitate the
purchase of the 16 acres. As such, Lot Line Adjustment constitutes a Minor Modification pursuant
to Section 5.4.1 of the Development Agreement. The Development Agreement defines a Minor
Modification as a minor change which does not constitute a Major Modification of the Project(i.e.,
changes to major Project features such as maximum height or density, or permitted uses).
J. The City and Developer desire that the Development Agreement be clarified through
this Operating Memorandum to confirm that the Lot Line Adjustment is one of the Project
approvals covered by the Development Agreement and that the term"Property" in the Development
Agreement shall refer to the legal description of the Property following recordation of the Lot Line
Adjustment.
K. The Ordinance also approved the VTM for the Project. The VTM would have
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expired pursuant to the Subdivision Map Act (California Government Code Section 66410 et. seq.)
(the "Map Act") and El Segundo Municipal Code ("ESMC") on July 12, 2005. On or about March
16 , 2004, the City Council upheld the Planning Commission's approval of a one-year extension of
the VTM pursuant to ESMC Section 14-1-12. On or about April 5, 2004, the City Council upheld
the Planning Commission's approval of the Developer's request, pursuant to ESMC Section 14-1-
12, to stay the expiration of the map as a result of the Litigation. The parties desire to confirm the
new expiration date of the VTM.
THEREFORE, the parties agree as follows:
1. Developaaiem r erreeiii rat Teriu. As a result of Excusable Delay, the term of the
Development Agreement will expire on June 11, 2013.
2. Phaasia7 Plan. As a result of Excusable Delay, the original dates in the Tentative
Phasing Plan have been extended. The new Tentative Phasing Plan is attached as Exhibit"1"
hereto.
3. Purchase Deadline. The deadline in Section 3.1 of the Development Agreement for
the purchase of at least 16 acres of the Property is January 6, 2006.
4. 1..,ot l..,iaae ,Aditastmem. The Lot Line Adjustment is one of the Project Approvals
covered by the Development Agreement. The term"Property," as used in the Development
Agreement, shall refer to the legal description of Property following recordation of the Lot Line
Adjustment asset forth in Exhibit"2"hereto. Section 2.10 of the Purchase and Sale Agreement
attached as Exhibit"E"to the Development Agreement is clarified such that the phrase "final tract
map. . . or other document if such is in accordance with the Map Act as may be legally necessary to
reconfigure the Real Property. . ." for conveyance of the Park Site to the City shall refer to either the
Lot Line Adjustment or the Final Map. No additional documentation other than the Lot Line
Adjustment will be required for the conveyance of the Park Site or Fire Station Site to the City
because such conveyances are exempt under the Map Act pursuant to Government Code Section
66428(a).
5. Em)iraatioaa Date of Ve,stiaa Teaataative Mat). As a result of the approved extension
and stay request, the expiration date of the VTM is June 11, 2007, as such date may be further
extended pursuant to the Map Act and ESMC. Upon recordation of the final tract map (the "Final
Map"), the term"Property" as used in the Development Agreement shall refer to the legal
description of the Property following recordation of the Final Map.
6. No Further 0aarilicaatim. Except as expressly clarified herein, all of the terms and
conditions of the Development Agreement shall remain unchanged and in full force and effect.
7. M isccl laarlcous. All undefined, capitalized terms used herein shall have the same
meaning as in the Development Agreement. Terms and conditions of this Operating Memorandum
may not be waived, amended or modified except in a writing executed by the parties. This
Operating Memorandum may be executed in multiple counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same Operating Memorandum.
8. Recordation. Following recordation of the Lot Line Adjustment, the parties shall
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record this Operating Agreement in the Office of the Los Angeles County Recorder in the manner
set forth in Government Code Section 65868.5.
DEVELOPER:
TPG-EL, SEGUNDO PARTNERS, LLC,
a Cali a,linoited babifily company
CITY:
City of'El Segtiiido, �i nwi�Jcipil corporation
Planning and B as i 14 i/g� I et y Director
APPROVF�
FO
h,
/'aia" D. Hens I Attorney
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EXHIBIT I
TENTATIVE PHASING PLAN
Phase Start Constrtictiion C."otnolete Colistrtictiol'i
PHASE I JANUARY 2006 JUNE 2007
• 176,000 gsf mixed-use, proportional retail and associated parking
PHASE II JULY 2006 JULY 2008
• 145,000 gsf mixed-use,proportional retail and associated parking
PHASE III JANUARY 2007 JANUARY 2009
• 215,000 gsf mixed-use, proportional retail and associated parking
PHASE IV JULY 2007 JULY 2009
• 141,000 gsf mixed-use, proportional retail and associated parking
PHASE V JANUARY 2008 JANUARY 2010
• 109,000 gsf mixed-use, proportional retail and associated parking
PHASE VI JULY 2008 JULY 2010
• 286,000 gsf mixed-use, proportional retail and associated parking
PHASE VII JANUARY 2009 JANUARY 20011
• 331,000 gsf mixed-use, proportional retail and associated parking
PHASE VIII JULY 2009 JULY 20011
• 201,000 gsf mixed-use, proportional retail and associated parking
PHASE IX JANUARY 2010 JANUARY 2012
• 190,000 gsf mixed-use, proportional retail and associated parking
PHASE X JULY 20011 JULY 2013
• 381,000 gsf mixed-use, proportional retail and associated parking
Total Complete Buildout July 2013
• 1,740,000 gsf mixed-use, 435,000 gsf retail and associated parking.
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EXHIBIT 6629 ..
LEGAL DESCRIPTION
Parcel A:
A portion of the west half of the Northeast Quarter of Section 7, Township 3 South, Range 14 West,
in the Rancho Sausal Redondo, in the city of El Segundo, County of Los Angeles, State of
California, and being more particularly described as follows:
Beginning at a point in the southerly prolongation of the easterly line of that certain 12.625 acre
parcel of land described in Deed dated February 25, 1929 and recorded in Book 7451 Page 166 of
Official Records, in the office of the County Recorder of said County, said point being distant South
0 degrees 12 minutes East 564.44 feet from the northerly line of said Northeast Quarter of Section 7
and being a point in the westerly line of Douglas Street (150 feet wide);
Thence South 0 degrees 12 minutes East along said southerly prolongation of the easterly line of
said 12.625 acre parcel, a distance of 1400.00 feet; thence South 89 degrees 47 minutes West
parallel with the northerly line of said northeast quarter, 650.00 feet; thence North 0 degrees 12
minutes West along a line which is parallel with and distant 650.00 feet westerly at right angles
from the first described course of this description, a distance of 708.21 feet; thence northeasterly
along the arc of a curve, tangent to last course, concave southeasterly and having a radius of 588.81
feet, through a central angle of 50 degrees 54 minutes 37 seconds, a distance of 523.19 feet; thence
in a direct line North 61 degrees 17 minutes East 492.17 feet to the Point of Beginning.
Except therefrom that portion thereof lying northerly of the southerly line of the land described in
the Deed to the State of California, recorded September 1, 1995 as Instrument No. 95-1439414.
Also except therefrom all oil, gas and other hydrocarbon and mineral substances,but without right
of surface entry, as conveyed(a)to Standard Oil Company of California, by Deed dated December
21, 1942, recorded July 27, 1943 in Book 20145 Page 298 of Official Records, in the office of the
County Recorder of said County, and(b)to Chanslor-Canfield Midway Oil Company,by Deed
dated August 23, 1945, recorded September 7, 1945 in Book 22243 Page 336 of said Official
Records.
Parcel B: (Proposed Parcel 1 of Lot Line Adjustment No. 05-03)
Beginning at the southeasterly corner of that certain 17.858 acre parcel of land described in Deed
dated June 15, 1948, from Santa Fe Land Improvement Company,to North American Aviation,
Inc.,recorded in Book 27854 Page 191, Official Records of said Los Angeles County, said point
being in the westerly line of Douglas Street (150 feet wide), distant South 0° 03' 45" East along said
west line 1964.44 feet from the northerly line of the Northeast Quarter of said Section 7; thence
continuing along said westerly line South 0° 03' 45"East 679.54 feet to a point in the southerly line
of the Northeast Quarter of said Section 7; thence along said southerly line, South 89° 59' 17"West
1196.99 feet to a line which is parallel with and 30.00 feet easterly of the westerly line of said
Northeast Quarter of Section 7; thence along said parallel line,North 0°03'45'00"West 581.41 feet;
thence leaving said line, North 90°00'00"East 611.17 feet; thence North 0°00'00"East 97.63 feet
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to the southerly line of said 17.858 acre parcel; thence along said south line,North 89°55'36" East
585.72 feet to the Point of Beginning. V
Except therefrom those portions lying within the land described in Deed to the Los Angeles County
Metropolitan Transportation Authority recorded November 1, 1994 as Instrument No. 94-1978699
of Official Records of said County.
Parcel C: (Proposed Parcel 3 of Lot Line Adjustment No. 05-03)
Beginning at the intersection of the south line of the Northeast Quarter of said Section 7, and a line
parallel with and 30.00 feet easterly of the westerly line of said Northeast Quarter; thence along
said parallel line,North 0°03'45"West 874.83 feet to the True Point of Beginning; thence ; thence
leaving said line, North 90°00'00"East 415.22 feet; thence South 0°00'00" East 115.24 feet; thence
North 90°00'00"East 131.90 feet to the westerly line of that certain 10.1314 acre parcel of land
described in the Deed dated October 23, 1950, from Santa Fe Land Improvement Company to North
American Aviation, Inc. recorded in Book 34649, page 88 of Official Records of said County;
thence along said westerly line, North 0°03'45"West 448.44 feet to the beginning of a non-tangent
curve concave northerly, having a radius of 750.00 feet and to which beginning a radial line bears
South 8'46'10" East; thence westerly, along said curve, 114.31 feet through a central angle of
8°43'57"; thence South 89°57'47"West 433.12 feet to said line being parallel with and 30.00 feet
easterly of the westerly line of the Northeast Quarter; thence along said parallel line, South 0°
03'45"East 324.16 feet to the True Point of Beginning.
Parcel D: (Proposed Parcel 2 of Lot Line Adjustment No. 05-03)
Beginning at the intersection of the south line of the Northeast Quarter of said Section 7, with a line
parallel with and 30.00 feet easterly of the westerly line of said Northeast Quarter; thence along said
parallel line, North 0°03'45"West 581.41 feet to the True Point of Beginning; thence continuing
along said parallel line, North 0° 03'45"West 293.42 feet; thence leaving said line,North
90°00'00" East 415.22 feet; thence South 0°00'00"East 115.24 feet; thence North 90°00'00" East
131.90 feet to the westerly line of that certain 10.1314 acre parcel of land described in the Deed
dated October 23, 1950, from Santa Fe Land Improvement Company to North American Aviation,
Inc. recorded in Book 34649, page 88 of Official Records of said County; thence along said
westerly line, South 0°03'45"East 80.64 feet.to the southerly line of that certain 17.858 acre parcel
of land described in the Deed dated June 15, 1948 from Santa Fe Land Improvement Company, to
North American Aviation, Inc., recorded in Book 27854, page 191 of Official Records of said
County; thence along said southerly line,North 89°55'36" East 64.28 feet to a line which bears
North 0°00'00"East and which passes through a point lying North 90°00'00" East 611.17 feet from
the True Point of Beginning; thence along said line, South 0°00'00"West 97.63 feet to said line
which bears South 90°00'00" East and passes through the True Point of Beginning; thence along
said line,North 90°00'00"West 611.17 feet to the True Point of Beginning.
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Parcel E:
That portion of the land in the Northeast Quarter of Section 7, Township 3 South, Range 14 West,
in the Rancho Sausal Redondo, in the city of El Segundo, County of Los Angeles, State of
California, described in the Grant Deed from the Santa Fe Land Improvement Company to the
Atchison, Topeka and Santa Fe Railway Company, recorded April 11, 1949 in Book 29807 Page
332 of Official Records of said County, described as follows:
Beginning at a point on that certain course described as having a bearing of North 78 degrees 47
minutes East and a length of 633.30 feet in the southerly line of the land described in said Deed,
said point being distant thereon South 78 degrees 55 minutes 38 seconds West 435.35 feet from the
easterly terminus thereof, thence South 89 degrees 56 minutes 28 seconds West 6.55 feet; thence
North 29 degrees 28 minutes 46 seconds East 11.49 feet to a line that is parallel with and distant
10.00 feet northerly from the course herein above cited as having a bearing of South 89 degrees 56
minutes 28 seconds West and a length of 6.55 feet; thence North 89 degrees 56 minutes 28 seconds
East 44.85 feet along said parallel line to the beginning of a tangent curve concave northerly and
having a radius of 834.00 feet; thence easterly 7.58 feet along said curve through a central angle of
0 degrees 31 minutes 15 seconds to its intersection with said certain course; thence South 78
degrees 55 minutes 38 seconds West 52.52 feet along said certain course to the Point of Beginning.
Parcel F:
That portion of the land in the Northeast Quarter of Section 7, Township 3 South, Range 14 West,
in the Rancho Sausal Redondo, in the city of El Segundo, County of Los Angeles, State of
California, described in the Grant Deed from the Santa Fe Land Improvement Company to the
Atchison, Topeka and Santa Fe Railway Company, recorded April 11, 1949 in Book 29807 Page
332 of Official Records of said County, described as follows:
Beginning at a point on that certain course described as having a bearing of North 78 degrees 47
minutes East and a length of 633.30 feet in the southerly line of the land described in said Deed,
said point being distant thereon South 78 degrees 55 minutes 38 seconds West 26.77 feet from the
easterly terminus thereof, thence North 67 degrees 51 minutes 23 seconds East 291.58 feet to a
point on a curve in said southerly line concave northwesterly and having a radius of 628.805 feet,
(said curve being described in said Deed as having a length of 294.76 feet, more or less), a radial
line of said curve to said point bears South 35 degrees 26 minutes 04 seconds East; thence along
said southerly line of the following courses: northeasterly along said curve through a central angle
of 2 degrees 26 minutes 38 seconds, an arc distance of 26.82 feet to a point on a non-tangent curve
in said southerly line, concave southeasterly and having a radius of 588.81 feet, a radial line of said
curve to said point bears North 47 degrees 41 minutes 01 seconds West; and northeasterly along
said curve through a central angle of 0 degrees 45 minutes 02 seconds, an arc distance of 7.71 feet
to a line that is parallel with and distant 10.00 feet northwesterly from the course herein above cited
as having a bearing of North 67 degrees 51 minutes 23 seconds East and a length of 291.58 feet;
thence leaving said southerly line South 67 degrees 51 minutes 23 seconds West 367.43 feet along
said parallel line to the beginning of a tangent curve concave northwesterly and having a radius of
834.00 feet; thence southwesterly 8.41 feet along said curve through a central angle of 0 degrees 34
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minutes 41 seconds to its intersection with said certain course; thence North 78 degrees 55 minutes
38 seconds East 52.30feet along said certain course to the Point of Beginning.
Parcel G:
That portion of the land in the Northeast Quarter of Section 7, Township 3 South, Range 14 West,
in the Rancho Sausal Redondo, in the city of El Segundo, County of Los Angeles, State of
California, described in the Grant Deed from the Santa Fe Land Improvement Company to the
Atchison, Topeka and Santa Fe Railway Company, recorded April 11, 1949 in Book 29807 Page
332 of Official Records of said County, described as follows: -
Beginning at a point on that certain course described as having a bearing of North 78 degrees 47
minutes East and a length of 633.30 feet in the southerly line of the land described in said Deed,
said point being distant thereon South 78 degrees s5 minutes 38 seconds West 26.77 feet from the
easterly terminus thereof, thence North 67 degrees 51 minutes 23 seconds East 291.58 feet to a
point on a curve in said southerly line, concave northwesterly and having a radius of 682.805 feet,
(said curve being described in said Deed as having a length of 294.76 feet, more or less), a radial
line of said curve to said point bears South 35 degrees 26 minutes 04 seconds East; thence
southwesterly along said curve and southerly line through a central angle of 24 degrees 21 minutes
42 seconds, an arc distance of 276.37 feet to the easterly terminus of said certain course; thence
South 78 degrees 55 minutes 38 seconds West 26.77 feet along said certain course to the Point of
Beginning.
Parcel H: (Proposed Parcel 4 of Lot Line Adjustment No. 05-03)
Beginning at the intersection of the south line of the Northeast Quarter of said Section 7, and a line
parallel with and 30.00 feet easterly of the westerly line of said Northeast Quarter; thence along
said parallel line, North 0°03'45"West 874.83 feet; thence leaving said line, North 90°00'00"East
415.22 feet; thence South 0°00'00" East 115.24 feet; thence North 90°00'00"East 131.90 feet to
the westerly line of that certain 10.13 14 acre parcel of land described in the Deed dated October 23,
1950, from Santa Fe Land Improvement Company to North American Aviation, Inc. recorded in
Book 34649,page 88 of Official Records of said County; thence along said westerly line, North
0°03'45"West 448.44 feet to the True Point of Beginning, said point being the beginning of a non-
tangent curve concave northerly, having a radius of 750.00 feet and to which beginning a radial line
bears South 8'46'10"East; thence westerly, along said curve, 114.31 feet through a central angle of
8°43'57"; thence, South 89°57'47"West 433.12 feet to said line being parallel with and 30.00 feet
easterly of the westerly line of the Northeast Quarter; thence along said parallel line,North 0°
03'45"West 379.11 feet to the southerly line of that certain 2.007 acre parcel of land described in
Deed dated March 15, 1949, from Santa Fe Land Improvement Company to the Atchison, Topeka
and Santa Fe Railway Company recorded in Book 29807, page 332 of Official Records, of said
County; thence along said southerly line North 78'55'15" East 443.66 feet to the beginning of a
tangent curve concave northwesterly and having a radius of 628.80 feet; thence northeasterly 293.98
feet along said curve through a central angle of 26'47'13"to the westerly line of said 10.1314 acre
parcel of land described in the Deed dated October 23, 1950, from Santa Fe Land Improvement
Company to North American Aviation, Inc., and the beginning of a non-tangent curve, and to which
beginning a radial line bears North 47°41'51"West; thence southerly 435.37 feet along said curved
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westerly line, through a central angle of 42°21'54"; thence continuing along said westerly line,
South 0°03'45" East 179.06 feet to the True Point of Beginning.
Except therefrom those portions lying within the land described in Deed to the Los Angeles County
Metropolitan Transportation Authority recorded November 1, 1994 as Instrument No. 94-1978699
of Official Records of said County.
Also Except therefrom that portion lying northerly of the southerly line of the land described in the
Deed to the State of California recorded September 1, 1995 as Instrument No. 95-1439430 of
Official Records of said County.
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