2976Q AL This page is part of
oft tog� 20090025875
Recorded/Filed in Official Records
Recorder's Office, Los Angeles County,
California
01/08/09 AT 08:OOAM
FEES: 32,00
TAXES: 0.00
OTHER: 0.00
PAID- 32.00
TiTLE(5) : MODIFY AGREEMENT
AL
LEADSHEET
DAR Title Company (Hard Copy)
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OPBL SEGDNDQ
EXEMPT FROM RECORDER'S PEB5
350 Main Street
Pursuant to Government Code 8 6103
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� , CA 90245
-
OPERATING MEMORANDUM NO. 4
CORPORATE CAMPUS DEVELOPMENT AGREEMENT
This Operating Memorandum Nn. 4 (the 'Operating Memmwrandumm`^) io made uonf
Doucozhor 10" 2000 by and between 7PG-El Segundo Partners, |Ll.C" o California limited
liability company (^T8"G"), AME; DPSB| Segundo, l.l.C, o Delaware limited liability company
("AM]0"), and the City of El Segundo, umouuioipul corporation (the "City").
RECITALS
A. On or about September 22, 2006, TPG and Headlands Realm Corporation. a
Maryland corporation ('HmmdUmndm,)entered into au Agreement of Purchase and Sale and Joint
Escrow Instructions, dated September 22, 2006 Abe "Purchase Agreement"), respecting, among
other things, the sale ofo l4.U7-uoro portion of the Corporate Campus Project udornore
particularly described on attached E\,bibit -A.,'vvbiob is incorporated by reference (the
"Transferred Property"). TP(] retained ownership of the remaining approximately 26 acres of
the Corporate Campus Project site more particularly described on uUuubed £x|libit '°13^,`vvhiCh is
incorporated 6» reference (the 'Retained Property").
B. On or about September 29, 2006" TP(} and }{end1audu entered into an Assignment
and Assumption Agrocrnoot (^Ammignmment^`) by which TP0 transferred all nf its right,title, and
interest in and to the Development Agreement (Development Agreement No. 0l-] adopted by
Ordinance No. 1345 on or about January 2, 2002) and the Project Approvals with respect to the
Transferred Property, including without limitation the right tn any in lieu credits that may he
applied 1oapplicable fees.
C. On or about March 8, 2007, Headlands conveyed the Transferred Property to
AMB.
D. /MB applied for building permits to develop the Transferred Property. Before
issuing Certificates of Occupancy for/\MB`a project Citvmuquiroo /UMQtopay traffic
mitigation fees under Section 6.3 of the Dovo\oymuou1 Agreement. Section 5.11 of the
Development Agreement provides that the City must grant Developer appropriate in lieu credits
against such traffic mitigation fees (the ^^Im Lieu Credits") for the iozplemootobno of the boffic
mitigation measures identified iu the Final Environmental Impact Report for Environmental
Assessment No. 548 for the Corporate Campus Project more particularly described in the
4*386\1219*74r2 |
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Development Agreement. TPG has or will soon complete the traffic mitigation measures set
forth on attached Exiiibi't "C,",-which is incorporated by reference (the " Completed Traffic
Mitigation Measures"), which will provide a total of$910,000 of In Lieu Credits.
E. TPG, AMB, and the City desire to clarify the Development Agreement with
regard to the amount of In Lieu Credits associated with the Completed Traffic Mitigation
Measures that may be applied against the traffic mitigation fees otherwise payable in connection
with the issuance of Certificates of Occupancy with respect to the Transferred Property and the
Retained Property, respectively.
THEREFORE, the parties agree as follows:
1. Accrued In Lieu Credits. In accordance with Section 5.11 of the Development
Agreement, AMB is entitled to $538,752.00 of the In Lieu Credits for the completed Traffic
Mitigation Measures, and TPG is entitled to $ 371,248.00 of such In Lieu Credits. The City will
apply such In Lieu Credits against the traffic mitigation fees otherwise due in connection with
the development of the Transferred Property and Retained Property, respectively.
2. Future In Lieu Credits. Unless TPG otherwise notifies the City in writing, TPG
shall be entitled to any and all future In Lieu Credits as provided under the Development
Agreement.
3. No Further Claril icatioit Except as expressly clarified by this Operating
Memorandum, all of the terms and conditions of the Development Agreement remain unchanged
and in full force and effect.
4. Nliscelkincot1s. All undefined, capitalized terms used in this Operating
Memorandum 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.
44386\1219674v2 2
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5. Recordation The parties will record this Operating Memorandum in the Office of l
the Los Angeles County Recorder in the manner set forth in Government Code Section 65868.5.
CITY: TPG:
CITY OF EL SEGUNDO, TPG-EL SEGUNDO PARTNERS, LLC,
a municmp�ll.. 3r") )1`1 �4>�� a California limited liability company
---- :. ',
By: �r" �° By: THOMAS PROPERTIES GROUP,
L.P.,
Title: . .....: �
w ........ a Maryland limited partnership
Its Manager
ATTEST: By: THOMAS PROPERTIES
GROUP, INC.,
a Delaware corporation
Cindy Morta Its General Partner
City Clerk
w J
APPROVED
1 I
By:
Deem Wats
� abau h
MARK D, l 1'EN8LE i (t �°� Vice President
K,,ir9 H. Berger, AMB DFS EL SEGUNDO, LLC,
Assistant City rat a°�°1c),
a Delaware limited.liability company
By: AMB DFS Fund 1, LLC,
a Delaware limited liability company,
its Sole Member
By: Headlands Realty Corporation,
a Maryland corporation,
Its Developer Member
By ,n...
Name:................. ..... . .... ._... ..._
Title: v, cr.
44386\1219674v2 3
December 18 2008
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
On December 18, 2008, before Cathy Domann, Deputy City Clerk, personally
appeared Jack Wayt, City Manager of the City of El Segundo, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to on the within instrument, and acknowledged to me that he executed the same
in his authorized capacity, and that by his signature on the instrument the
person, or entity upon behalf of which the persons acted, executed the
instrument.
Witness my hand and Official Seal.
Cathy Dt iann, ITIT ITIT
, Deputy City Clerk
C:forms\certsig
C
9
STATE OF CALIFORNIA
ss,
COUNTY OF LC< )
On before me,
Pr aL i I J,J�) 14e 1/14,,
air t slasne and 611 ,of&ficai
personally appeared
who proved to me on the basis of satisfactory evidence to be tlu personf.%) w1iose nanie(„s) is/arc-
sLibscribed (o lbe witliin instninient and ackiiowledged to me that hehshc/14ey exectil�ed the same
in his4var/fliek atitliorized capacily(u�, and that by his/her/their signawre(i�) oil the ilIS1111111CIlt
the personfs), (A' the Clltil)' Llj)on behall'ail`",hicii the person(s) acted, exectited tile iDSU'Unlellt.
I certify under PENALTY OF PERJERY under the laws of the state of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal. SIMMIE K MILLIPS
()m:N 0
COMM1331oft# 164474 2
$if io
Nolary PUbilic-Colifo;n$a
a OU Jy
Los Angeles Counly
OMM�C�
xP e 1 010
Signature,,.......................... EMYCOMM EXPIres Feb 12,2010
.......................
(Seal)
STATE OF CALIFORNIA
COUNTY OF ss
On before me,.^.,d [here insert name and title of officer]
py appeared
I...............................................................................................................................................---.................................................................................................................
who proersonallved to me on the ba s of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJERY under the laws of the state of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
77 ,17
Signawre 10 4�
(Seal)
44386\1219674v2 4
EXHIBIT "A"
LEGAL DESCRIPTION OF THE TRANSFERRED PROPERTY
PARCEL A:
LOTS 1 TO 8, INCLUSIVE, OF TRACT NO. 53570, IN THE CITY OF EL SEGUNDO,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 1323 PAGES 22 TO 28, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL NATURAL GAS CONTAINED IN OR UNDER OR THAT
MAY BE PRODUCED FROM SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT
TO DRILL FOR AND PRODUCE SUCH NATURAL GAS FROM SAID LAND BY
WHIPSTOCKING OR DIRECTIONAL DRILLING OR OTHER SUBSURFACE
OPERATIONS CONDUCTED FROM SUBSURFACE LOCATIONS ON OTHER LAND
AND THE EXCLUSIVE RIGHT TO USE THE SUBSURFACE OF SAID LAND FOR THE
PURPOSE OF INJECTING NATURAL GAS THEREIN FOR STORAGE AND FOR
REPRESSURING THE FORMATIONS UNDERLYING SAID LAND, AND EXPRESSLY
EXCEPTING FROM THIS CONVEYANCE ANY AND ALL RIGH TO GO UPON OR USE
THE SURFACE OF THE LAND THEREIN DESCRIBED IN ANY MANNER FOR THE
PURPOSE OF DISCOVERING OR EXTRACTING SUCH NATURAL GAS, AS
CONTAINED IN THE GRANT DEED TO STANDARD OIL COMPANY OF CALIFORNIA,
A DELAWARE CORPORATION, RECORDED JULY 27, 1943 AS INSTRUMENT NO. 944,
IN BOOK 20145 PAGE 298, OF OFFICIAL RECORDS.
ALSO EXCEPT THEREFROM, LOTS I TO 4 INCLUSIVE, ALL OIL, HYDROCARBON
AND MINERAL SUBSTANCES, IF ANY, EXCEPT NATURAL GAS, CONTAINED IN OR
UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, WITHOUT THE RIGHT TO
ENTER UPON THE SURFACE OF SAID LAND, FOR THE PURPOSE OF EXTRACTING
ANY SUCH OIL, HYDROCARBON AND MINERAL SUBSTANCES,NOR FOR ANY
OTHER PURPOSE, AS CONTAINED IN THE GRANT DEED TO CHANSLOR CANFIELD
MIDWAY OIL COMPANY, A CALIFORNIA CORPORATION RECRODED SEPTEMBER
7, 1945 AS INSTRUMENT NO. 1530, IN BOOK 22243 PAGE 336, OFFICIAL RECORDS.
PARCEL B
NON-EXCLUSIVE EASEMENTS FROM INGRESS AND EGRESS, PERIMETER
LANDSCAPING AND SIDEWALKS, TEMPORARY CONSTRUCTION EASEMENTS,
UTILITY AND STREET MAINTENANCE ON, OVER AND ACROSS THOSE AREAS
WHICH LIE WITHIN THE "PARK SITE AND "FIRE STATION SITE", DELINEATED AND
PROVIDED FOR AND SUBJECT TO THE TERMS AND CONDITIONS INT HAT
CERTAIN INSTRUMENT ENTITLED EASEMENT AGREEMENT RECORDED
SEPTEMBER 19, 2006, AS INSTRUMENT NO. 06-2078590, OFFICIAL RECORDS.
44386\1219674v2 A-1
re
EXHIBIT "B"
LEGAL DESCRIPTION OF THE RETAINED PROPERTY
PARCEL A:
LOTS 9 TO 26, INCLUSIVE, OF TRACT NO. 53570, IN THE CITY OF EL SEGUNDO,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 1323 PAGES 22 TO 28, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
AFFECTING ALL LOTS:
EXCEPT THEREFROM ALL NATURAL GAS CONTAINED IN OR UNDER OR THAT
MAY BE PRODUCED FROM SAID LAND, TOGETHER WITH THE EXCLUSIVE RIGHT
TO DRILL FOR AND PRODUCE SUCH NATURAL GAS FROM SAID LAND BY
WHIPSTOCKING OR DIRECTIONAL DRILLING OR OTHER SUBSURFACE
OPERATIONS CONDUCTED FROM SUBSURFACE LOCATIONS ON OTHER LAND
AND THE EXCLUSIVE RIGHT TO USE THE SUBSURFACE OF SAID LAND FOR THE
PURPOSE OF INJECTING NATURAL GAS THEREIN FOR STORAGE AND FOR
REPRESSURING THE FORMATIONS UNDERLYING SAID LAND, AND EXPRESSLY
EXCEPTING FROM THIS CONVEYANCE ANY AND ALL RIGH TO GO UPON OR USE
THE SURFACE OF THE LAND THEREIN DESCRIBED IN ANY MANNER FOR THE
PURPOSE OF DISCOVERING OR EXTRACTING SUCH NATURAL GAS, AS
CONTAINED IN THE GRANT DEED TO STANDARD OIL COMPANY OF CALIFORNIA,
A DELAWARE CORPORATION, RECORDED JULY 27, 1943 AS INSTRUMENT NO. 944,
IN BOOK 20145 PAGE 298, OF OFFICIAL RECORDS.
AFFECTING LOTS 16 TO 23 INCLUSIVE AND 26:
ALSO EXCEPT THEREFROM ALL OIL, HYDROCARBON AND MINERAL
SUBSTANCES, IF ANY, EXCEPT NATURAL GAS, CONTAINED IN OR UNDER OR
THAT MAY BE PRODUCED FROM SAID LAND, WITHOUT THE RIGHT TO ENTER
UPON THE SURFACE OF SAID LAND, FOR THE PURPOSE OF EXTRACTING ANY
SUCH OIL, HYDROCARBON AND MINERAL SUBSTANCES,NOR FOR ANY OTHER
PURPOSE, AS CONTAINED IN THE GRANT DEED TO CHANSLOR CANFIELD
MIDWAY OIL COMPANY, A CALIFORNIA CORPORATION RECRODED SEPTEMBER
7, 1945 AS INSTRUMENT NO. 1530, IN BOOK 22243 PAGE 336, OFFICIAL RECORDS.
PARCEL B
NON-EXCLUSIVE EASEMENTS FROM INGRESS AND EGRESS, PERIMETER
LANDSCAPING AND SIDEWALKS, TEMPORARY CONSTRUCTION EASEMENTS,
UTILITY AND STREET MAINTENANCE ON, OVER AND ACROSS THOSE AREAS
WHICH LIE WITHIN THE "PARK SITE AND "FIRE STATION SITE", DELINEATED AND
PROVIDED FOR AND SUBJECT TO THE TERMS AND CONDITIONS INT HAT
CERTAIN INSTRUMENT ENTITLED EASEMENT AGREEMENT RECORDED
SEPTEMBER 19, 2006, AS INSTRUMENT NO. 06-2078590, OFFICIAL RECORDS.
44386\1219674v2 B'1
EXHIBIT "C"
TRAFFIC MITIGATION MEASURES
DA EIR Improvement Estimated Actual Complete
REF REF Amount of Amount
NO. NO. Credit Applied 7
B-1 B-1 Transportation Demand Management Program
25,000 25,000
B-2 B-2 Transit(Shuttle)
175,000 175,000
B-3 B-3 Bicycle Station
100,000
B-4 B-4 Bicycle Amenities
25,000 25,000
B-5 B-5 Centralized Transportation Management Office
(TMO) 25,000 25,000
B-6 B-6 Maple Avenue between Nash Street and Douglas
Street 430,000 430,000 430,000
B-7 B-7 Imperial Highway & Sepulveda Boulevard
50,000 50,000 50,000
B-8 B-8 El Segundo Boulevard& Sepulveda Boulevard
250,000 -
B-11 B-9 Imperial Highway &Nash Street-105 Freeway
Westbound Off-ramp (one-way operation only) 25,000 -
B-12 B-10 Atwood Way &1-105 Freeway Eastbound Off-ramp
(one-way operation only) 200,000
B-13 B-11 Atwood Way &I-105 Freeway Eastbound Off-ramp
(two-way operation only) 200,000 200,000 200,000
B-14 B-12 El Segundo Boulevard& Douglas Street(two-way
operation only) 150,000
NA NA Connection of Maple to Atwood Way
230,000 230,000 230,000
Totals 1,885,000 1,160,000 __[.91.0,000
44386\1219674v2 C-1