2976V This page re part Otwmaa.�m-ooNOT ouuwo
� 1- w 20130691189
�
I IIYIIIj�jIAIIIIIIRIIIIIIIIIIIIIIAIIIIIIIIIIIInIII 'oar%
IIIIIIIIIIIIIIVIIIIIIIIIIIIIIIIIIIVII�IIIIIIIIVIIIIIIIIIIIIIIIIIIIIUIIIYIII�IIII
111111VIIIVIIIIIIIIIIIIflllI IIIVIIVIIIVIIIIIIIIIIIIVIIIIIIIIIIIIIIIIII
RecordedlFiled in Official Records
Recorder's Office, Los Angeles County,
California
06/08/13 AT 08:OOAM
FEES: 0.00
TAXES: 0.00
OTHER: 0.00
PAID: 0.00
LEADSHEET
lTiuimmiiumii�iiiiudiidniie
� n �
THIS FORM IS NOT TO BE DUPLICATED t72
ti
CHICAG"O TITLE COMPANY 5/68/2 01,
'20130691189*
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF EL SEGUNDO
350 Main Street
El SCI.L]11(10, CA. 90245
OPERATING MEMORANDUM NO. 5
COR.P. ..0, 1ZATE CANIPLJS DEVELO]"MENT AG1Z1",I'.ME'N`l'
This Operating Memorandum No. 5 (the "Operating Memorandum") is made as of
March 2013 by and between TPG-El Segundo Partners, LLC, a California limited liability
company (the "Developer") and the City of El Segundo, a municipal corporation(the "City").
RECITALS
A. On or about January 2, 2002, the City Council adopted Ordinance 1345 approving
Development Agreement No. 01-1 (the "Development Agreement") between the City and
Developer regarding the development of a project known as the Corporate Campus Project and
more particularly described in Exhibit "A" attached hereto, 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"). All undefined, capitalized terms herein shall have the same
meaning as in the Development Agreement.
B. Section 14.2 of the Development Agreement provides that during the Term of the
Development Agreement, clarifications to the Development Agreement and the Applicable Rules
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) (the "Director"), who is authorized to execute any operating memoranda without
any further City Council action.
C. On or about August 22, 2005, the City and Developer entered into Operating
Memorandum No. I which clarified the issues set forth in that Operating Memorandum.
D. On or about October 11, 2005, the City and Developer entered into Operating
Memorandum No. 2 which clarified the issues set forth in that Operating Memorandum.
E. On or about September 12, 2006, the City and Developer entered into Operating
Memorandum No. 3 which clarified the issues set forth in that Operating Memorandum, and
1
entered into a Covenant to Provide Parking (the "Covenant'), which requires Developer and its
successors and assigns to provide 100 parking spaces for a 5 acre park site on the Property.
F. On or about December 10, 2008, the City and Developer entered into Operating
Memorandum No. 4 which clarified the issues set forth in that Operating Memorandum.
G. The Corporate Campus Specific Plan(the "Specific Plan") states at page 12 that
the Specific Plan is intended to provide flexibility of development. Section 1.8 of the
Development Agreement also provides for flexible entitlements.
H. Exhibit 3 to the Specific Plan is a conceptual site plan of the Property
("Conceptual Plan")that depicts, among other things, landscaped open space in the center of the
site. However, there is no condition requiring development or maintenance of this particular open
space at that location. Moreover, the City has previously approved site development to date that
has varied from the Conceptual Plan.
I. The Specific Plan provides at page 22 for transfers of floor area ("TFAR") from
any parcel to any other parcel. The TFAR process therefore allows for flexible development of
any portion of the Property (provided that it otherwise complies with the terms of the Specific
Plan and Development Agreement), including those areas depicted as central open space on the
Conceptual Plan.
J. The Development Agreement generally permits the uses identified in the Specific
Plan. While the Specific Plan permits "fire stations and other public uses," it does not specifically
permit school uses, which are defined separately in the El Segundo Zoning Code.
K. Developer and the City desire to enter into this Operating Memorandum to clarify
certain issues pertaining to the Conceptual Plan and permitted uses on the Property.
THEREFORE, the parties agree as follows:
1. Conceptual 111ati. The Conceptual Plan is illustrative only and does not impose any
obligations on Developer. There is no requirement that development of the Property conform to
the Conceptual Plan. Accordingly, the following findings based on the Conceptual Plan shall not
be binding on Developer: (a)the provisions of Paragraph C of Section 2 of both Ordinance No.
1345 and Resolution No. 4241, which state that: "another three parcels (No. 21, 23 and 26) would
contain only common open space areas"; and (b) the provisions of Paragraph R of Section 3 of
Ordinance No. 1345 which states that: "Three parcels (No. 21, 23 and 26) would be devoted
entirely to passive open space with a water feature". Without limiting the foregoing, the
Developer is not required to develop a central park or the specific open space on the Property
depicted in the Conceptual Plan; however, the Developer must still comply with the landscaping
and open space requirements stated in the Specific Plan and in the conditions 6, 7 and 8 of the
"Aesthetics" section of the Conditions of Approval to Ordinance No. 1345.
2. Term. Developer has exercised its option to extend the Term of the Development
Agreement pursuant to Section 5.8 of the Development Agreement. The Term of the
Development Agreement shall expire on June 11, 2018.
2
3. Permitted Uses.
a. The Specific Plan does not include schools, as defined by El Segundo
Municipal Code Section 15-1-6, as a permitted use. School uses for grades K-12 and private
schools are therefore a prohibited use pursuant to Section V.E of the Specific Plan.
b. Notwithstanding anything in the Project Approvals or the Municipal Code
to the contrary, Developer shall not be deemed to be in default under the Development Agreement
or in violation of any of the Project Approvals or the Municipal Code if a school district acquires
any portion of the Property by eminent domain for school purposes. This subsection shall not
apply to any condemnation agreed to by Developer or its successors and assigns absent a court
order mandating such condemnation pursuant to the Eminent Domain Law, Code of Civil
Procedure Section 1230.010 et seq., and Education Code Section 35270.5.
4. Off"site Miti ation Measures. Schedule 1 to this Operating Memorandum identifies
the status of completion as of the date hereof of offsite traffic and infrastructure mitigation
measures outlined in the Development Agreement, City Council Resolutions, Conditions of
Approval, and/or Mitigation Monitoring and Reporting Program.
5. No Further Clarificatioji. Except as expressly clarified herein, all of the terms and
conditions of the Development Agreement shall remain unchanged and in full force and effect.
6. Miscellaneous. The terms and conditions of this Operating Memorandum may not
be waived, amended or modified except in a writing executed by the City and Developer. 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.
7. Reco'rdati(m. The parties shall record this Operating Memorandum in the Office of
the Los Angeles County Recorder in the manner set forth in Government Code Section 65868.5;
provided, however, that this Operating Memorandum shall be effective and binding on the parties
whether or not so recorded.
SIGNATURES ARE ON THE FOLLOWING PAGE
3
CITY: Dcv.e10jj
CITY OF EL SEGUNDQ) 1,',j)(3-EL SEGUNDO PARTNERS, Ll
/
a municipal i ortitiol a compare�
ifion,iia limited liability comp
N.
By: By: "I I()N1 A S PROPERI"] iROUP,
Title: W- lilr-yland limited "wership
a
Its Mali�,igcr
ATTEST:
BY- T1 i0M0XS PROPERTIES
GIZ001), INC.,
a DolnVare corporation
- X,
Tracy W 11CIVe Its'Gencralflartil I'
City Clerk
11 P
B
APPRVVED STOFORM:
Title:
-tv,
Mark D. Hew ley, City Attorney
4
II
CITY: Develover:
CITY OF EL SEGUNDO, TPG-EL SEGUNDO PARTNERS, LLC,
a municipal corporation a California limited liability company
By: By: THOMAS PROPERTIES GROUP,
L.P.,
Title: r.
............ a Maryland limited partnership
Its Manager
ATTEST: By: THOMAS PROPERTIES
GROUP, INC.,
a Delaware corporation
Tracy Weaver Its General Part I ner
City Clerk
By:
APPROVED AS TO FORM:
Title: ...C....0 (Jo
Mark D. Hensley, City Attorney
4
I
III aIW .ilu
April 2, 2013
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
On April 2, 2013, before me, Cathy Domann, Deputy City Clerk, personally
appeared Sam Lee, Planning and Building Safety Director for the City of El
Segundo, 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 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.
I certify under the Penalty of Perjury under the laws of the Sate of California that
the foregoing paragraph is true and correct.
Witness my hand and Official Seal.
Cathy Doze nii, Deputy City Clerk 11
i
0 6 44
ACKNOWLEDGMENT
State of California
County of �-b "V Offft> )
On .w 9U N' before me, �U1�f(
(insert name and title of the officer) /
personally appeared
who proved to me on the basis of satisfactory evidence to be the pers on,(6 whose nameW is/af-e
subscribed to the within instrument and acknowledged to m e that he/s4941►ey executed the same in
his/hoFAA4&ir authorized capacity(Uisj, and that by his/her/heir-signatureW on the instrument the
person(,s�,or the entity upon behalf of which the pers onW 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.
HELGA RIC1„IAHIJSON-THGNISEN
WITNESS my hand and official seal,. Commission#1952216
Notary Public-California
Los Angeles County -
Comm.Expires So 15,2015
Signature (Seal)
Schedule I Mitigation Measures
44386\1219674v2 2
Campus El Segundo
Conditions of Approval-Status
Ueoartments and/or
No. aLa us Subiect Summary Aoencles Involved
11 'Yes-complete TPG purchased the 2!2 e__q by January 1, 2006 1131anning
2 Nes-complete Establishes Definitions used In entitlements;approved a Planning
Landscaped median with permanent irrigation system In
Not completed, but no iAtwood Way to replace asphalt concrete raised paved
6-1 longer required median Public Works
Hazardous Material Safety Training(re:VOC
contamination)for City Employees prior to issuance of Planning&Building/
122 Yes-Complete grading permit SW corner has been graded) Public Works
Dedicate One-acre of land to City for Fire Department Planning/City
35 Yes-complete °per Development Agreement No. 01-01 Attorney/City Clerk
-May adjust lot lines of Tract Map 53570 for Fire Station
and City park Site provided a maximum of 26 parcels
37 ;Yes-Complete are created Planning
'Yes-complete for Hyatt
Place Hotel(agreement
re:TOT Is recorded), 'Hotel owner/operator shall agree to payment of transient
however,still applies to occupancy taxes for any management training or other
any other future hotels on similar guests of the hotel and hotel guest must re- Planning and City
1141 site, register after a 30-day extended stay. Attorney
Ongoing; Fees Paid for
Buildings and Sites
Already Constructed;
Fees will not be collected
'on an annual basis,
however, payment of
Condition Monitoring Fees
and Mitigation Monitoring
Fees Will Apply to Future
Phases of Development
and/or Redevelopment
Based Upon City Adopted
Planning Fee Resolution Funds in trust for first year costs, Including City
;(deposit based for hours I�consuitant costs, of the monitoring of all conditions of
worked)at the time of -approval and mitigation measures adopted in the
those phases of MMRP,Annual replenishment of the funds to cover
development and/or same costs; City may hire a consultant to coordinate and
42 redevelopment. monitor compliance. Planning
OM 5 List
March 12,2013
Campus El Segundo
Conditions of Approval - Status
P.Pka—rtments and/or
No. Status ubloct Summary Aciencles Involved
I Complete for existing
development;Ongoing
condition/still required for
future development and
redevelopment as
i applicable;no CMP offsite
infrastructure road
!Improvements are needed
iresulting from the current Provide LA CMP Debit/Credit Calculations and Phasing Planning and Public
EIR as currently Plan for CMP related improvements for review and Works- Review and
implemented; Mitigation approval. Provide documentation that the proposed Approval of Plan;
Measures B1-B5 must still 1project CMP debits/credits related improvements were Planning verification
be completed(see implemented and balanced on the Project Site in of implementation of!
54 mitigation measure list :accordance with the approved phasing plan. _ improvements
Detailed Traffic, Circulation and Parking Plan required
'that addressed all outlined Issues. Item C-Sensitivity
Analysis; Item E-Traffic Volumes at each driveway or
Intersection to determine if any off-site improvements
are required that were not analyzed in the EIR; item F-
Any new traffic signals or modifications to existing traffic
f signals subject to review and approval of the LA County
Public Works Dept.and applicant pays county costs for
plan check and inspection services; Item G-Dedication
of any on-site land required to accommodate any
required intersection Improvements (e.g.deceleration
(Complete for existing lanes); Item K-Off-site circulation improvements; and Planning and public
57 development;Ongoing Item L-medlan modifications, if necessary. Works
Private roadways have been constructed to appropriate
62 Yes-Complete standards Public Works
Planning, Public
Public Access Easements on all internal private Works and City
63 Yes-Complete roadways Attorney
Mitigation Measures B6-
B12 and C3 are complete;
Mitigation Measures B1- Install all off-site traffic related mitigation measures in
•135 are not complete(see the EIR and MMRP when triggered and document In Public Works and
64 mitigation measure list) Traffic, Circulation,and Parking Plan Planning
Encroachment Permit from Caltrans and City of LA for
any alnteration of striping of the Nash Street off-ramp Public Works and
65 Yes-complete :from the 1-105 Freeway. Planning
Off-site parking agreement for City Park Site(100 Planning/City
70 Yes-complete parking spaces) Attorney/City Clerk
OM 5 List
March 12,2013
Campus El Segundo
Conditions of Approval-Status w hI
Denartments and/or
J@W 5&ect Surnmary Agencies Involved
Complete for existing
development;
Ongoing/st(II required for
future development and 'All proposed utility service improvements are of Public Works and
76 redevelopment reasonable quality Planning
Complete for existing
development;
,Ongoing/still required for !Street and Public Right-of-Way Plans/Permits and Public Works and
77 future development and Dedications Planning
Complete for existing
development;
Ongoing/still required for Sewer capacity is sufficient for EIR proposed Public Works and
78 :future development udeveoopment or provide necessary upgrades Planning
development;
Ongoing/still required for
future development and -Water and wastewater capacity is sufficient for EIR Public Works and
179 redevelopment proposed development or provide necessary upgrades Planning
Outside Agency;.
requires
:Complete for existing confirmation by
development; Planning/Building
Ongoing/still required for 'Telecommunications capacity is sufficient for EIR Safety Dept,and
81 future development proposed development or provide necessary upgrades Public Works Dept
Outside Agency;
Complete for existing requires
development; confirmation by
Ongoing/still required for Planning/Building
future development and Telecommunications capacity is sufficient for EIR Safety Dept.and
82 redevelopment -proposed development or provide necessary upgrades Public Works Dept.
Outside Agency-The
Complete for existing Gas Company;
development; confirmed by
Ongoing/stlil required for Planning/Building
!future development and !Natural Gas capacity is sufficient for EIR proposed Safety Dept,and
88 redevelopment development or provide necessary upgrades 'Public Works DeeL
'Outside Agency-The
Complete for existing Gas Company;
!development; confirmed by
Ongoing/still required for PianningBuilding
future development and Natural Gas capacity is sufficient for EIR proposed Safety Dept.and
84 redevelopment development or provide necessary upgrades Public Works Dept.
Complete for existing Outside Agency-
development; Edison;confirmed
Ongoing/still required for by Planning/Building
future development and Electrical capacity is sufficient for EIR proposed Safety Dept.and
85 redevelopment development or provide necessar►pgrades Public Works De tom '
OM 5 Ust
March 12,2013
v v I' Illluiml \y I
Campus El Segundo
Conditions of Approval-Status
Denartments and/or
No. Status Subiect Summary Laencies Involved
Complete for existing Outside Agency-
development; Edison; confirmed
Ongoing/still required for by Planning/Building
future development and Electrical capacity is sufficient for El proposed I Dept.and Public
86 redevelopment development or provide necessary upgrades .Works Dept.
Existing service in Maple
Avenue provides required
reclaimed water for
existing development;
ongoing/still required for
future development and Outside Agency-
redevelopment (if West Basin
needed);future Municipal Water
:extensions off Maple District; confirmed
Avenue are alternative(if !by Planning/Building
needed)subject to West Off-site reclaimed water improvement plan approval and 'Safety Dept.and
X87 Basin MWD approval extension of reclaimed water trunk line in Nash Street Public Works DepL
Complete for existing Connection to West Basin's reclaimed water system;
development; Installation of approved water management systems and
IOngoing/still required for Incorporate water-savings devices into project
future development and development; install water facilities per approved plans Public Works and
89 redevelopment for each building Planning
Complete for existing
development;
Ongoing/still required for Loop water system has been installed for the entire
future development and Project Site with service connections to each of the 12-
`,9� 0 redevelopment inch water mains in the streets surroundin tlhe2roject Public Works
'93 Yes-Complete 1TPG Indemnified the City Planning/City Clerk
1`f PG acknowledged receipt and acceptance of Project
94 Yes-Complete Conditions PIS ar nlnc/City Clerk
W
OM 5 List
March 12,2013
Campus El Segundo ) ,,,04 u
Mitigalion Measures- Status
EIR
MMRP Departments and/or A eup ag!
No. When Occ.q!�g Status Sublect Involved
Not Complete;
Ongoing with
future Implement TDM measures-City credit
B-1 Post-Const iconstruction :of$25,000 when Implemented Planning Division
Planning Division, Public
Purchase Shuttle Bus-City credit of Works Dept.and Recreation
B-2 Post-Const Not Complete $175,000 when purchased land Parks Dept.
Design and construction of Bicycle i
Station at Mariposa and Nash-City Planning Division, Public
B-3 Pre-Const Not Complete credit of$100,000 when built 'Works
' Install bike lanes/racks In Internal i
roadways/circulation - City credit of liPlanning Division, Public
B-4 Pre-Const Not Complete ,$25,000 when Installed Works Dept.
(Establishment of a centralized
Transportation Management Office-
City credit of$25,000 when
B-5 Pre-Const Not Complete implemented Planning Division
Pre-Const/ Construct Maple Avenue between Nash:Planning Division, Public
B-6 Com few.. .Street and Douglas Street Works Dept.
• .Constr. , ...
Public Works Department;
Pre-Const/ Imperial Highway/Sepulveda traffic City of Las Angeles
B-7 Constr. Complete signal upgrade Department of Transportation
,Pre-Constl I East and westbound approaches to El •Public Works Department;
B-8 :Constr. Complete Segundo Blvd and Sepulveda Caltrans
Pre-Const/ Imperial Highway and Nash Street —Public Works Department;
113-9 Constr. Complete Westbound 1-105 off-ramp .Caltrans
Pre-Const/ Atwood Way and 1-105 Freeway jIPublic Works Department;
B-10 Constr. Complete Eastbound on-ramp ;Caltrans
Pre-Const/ Atwood Way and 1-105Freeway Public Works Department;
.B-11 Constr. Complete Eastbound on-ramp Caltrans
El Segundo Blvd and Douglas Street
Pre-Const/ Improvements (dual left-turn lanes,
B-12 Constr. Complete etc.) Public Works Department
Pre-Const/ Comfortable transit access at very
C-3 Constr. Complete nearby location shall be provided 'Planning
OM 5 List
March 12,2413