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CONTRACT 4271B AmendmentA £502861 This page is part of your document - DO NOT DISCARD 4271 2010088929 IIII II VIII VIII ILII II�III VIII II'III I III I III VIII VIII II II IIII Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 01/23/17 AT 12:07PM FEES: TAXES: OTHER: PAID,. 111111111111111111111111111111111111111111111 ii 1111111 LEADSHEET III I 111111111111111111111111111111111111111111111111111111 201701233310055 00013270639 008097450 SEQ: 02 DAR - Counter (Upfront Scan) THIS FORM IS NOT TO BE DUPLICATED Pages: 0017 0.00 0.00 0.00 0.00 1 RECORDING REQUEST BY City of EI Segundo WHEN RECORDED MAIL TO: City of EI Segundo 4 I II 11111#fld X01: 11 �, 11,1��j1111 1i11 it City Clerk's Office *20170088929, 350 Main Street EI Segundo, CA 90245 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLE(S) f4G rZG Er1 �r� � RC�RD �.Jls F ZZ,MG FIRST AMENDMENT OF DEVELOPMENT AGREEMENT BETWEEN THE CITY OF EL SEGUNDO, EL SEGUNDO UNIFIED SCHOOL DISTRICT AND D.R. HORTON CA2, INC. EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE § 6103 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY CLERK CITY OF EL SEGUNDO 350 Main Street El Segundo, California 90245 Exempt from recorder's fees Pursuant to Govt. Code §6103 THIS SPACE ABOVE FOR RECORDER'S USE AGREEMENT REGARDING FIRST AMENDMENT OF DEVELOPMENT AGREEMENT This Agreement Regarding First Aniendinent of Development Agreerlielit ("Agreement") is entered into this day ofJaiwary, 2017, by and bet\veers the CITY OF EL SEGUNDO ("City"), a municipal corporation, the EL SEGUNDO UNIFIED SCHOOL DISTRICT ("District") and D.R. HORTON CA2, INC., a California corporation ("Developer") RECITALS A. Developer and District entered into that certain Agreement for Purchase and Sale and Joint Escrow Instructions dated July 29, 2015 ("Purchase Agreement"), pursuant to which District agreed to sell to Developer and Developer agreed to purchase from District, certain real property located in the City of El Segundo commonly referred to as the "540 E. Imperial Avenue Site", assessor's parcel number 4133-013-900 (the "Property"). B. The Property is subject to that certain Development Agreement between City and District dated May 4, 2012 ("Development Agreement"), which was adopted by the City Council of the City of El Segundo via Ordinance No. 1469 on or about April 3, 2012 and recorded on May 30, 2012, in the Official Records of Los Angeles County as Document No. 20120798461. C. On May 16, 2016, Developer filed an application with the City to amend the Development Agreement ("DA Amendment") and other entitlements applicable to the Property (the application for the DA Amendment and other entitlements are collectively referred to as the "Application"). The Application was submitted with the consent of the District, but the District did not actively process the Application. D. On September 28, 2016, the City Council of the City of El Segundo adopted Ordinance No. 1522 approving the DA Amendment ("DA Ordinance"). The DA Amendment identified District as a party even though the District did not negotiate the form of the DA Amendment or process the Application. 005032 001 "�MRH:480383588 4 1- 1475 ] 858. 4 2 7 1!,,?? E. On September 30, 2016, the close of escrow pursuant to the Purchase Agreement was consummated and Horton acquired fee title to the Property from the District. In connection with said conveyance of the Property, District assigned all of its right, title and interest in the Development Agreement and the DA Amendment to Developer. F. Following the Developer's acquisition of the Property, the DA Ordinance became effective and the DA Amendment became ready for execution. G. The parties desire that the District execute the DA Amendment because the District, not Developer, owned the Property on the date the DA Amendment was approved by the City Council. H. The District is willing to execute the DA Amendment dated as of September 28, 2016, provided City and Developer acknowledge and agree that the District shall have no liability or obligation under the DA Amendment, which was assigned to Developer as of September 30, 2016. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below. 1. Execution of DA Amendment. Upon full execution of this Agreement, District agrees to cause the DA Amendment, in the form attached as Exhibit "A" hereto, to be executed and acknowledged by the District. The person executing the DA Amendment on behalf of the District shall have requisite authority to execute such instrument. The City shall concurrently or promptly thereafter execute the DA Amendment and cause the same to be recorded in the Official Records of Los Angeles County. 2. Ackiiowwledtzenient of Assi nnient. City, Developer and District hereby acknowledge and agree that all of District's right, title and interest in the Development Agreement, as amended by the DA Amendment was assigned to and assumed by Developer as of September 30, 2016, pursuant to that certain Assignment and Assumption Agreement between District and Developer, recorded in the Official Records of Los Angeles County on September 30, 2016 as Document No. 20161192111 ("Assignment Agreement"). The City acknowledged receipt of such assignment, as evidenced by the "Receipt by City" executed by Sam Lee, Director of Planning and Building Safety, contained within the Assignment Agreement. 3. lWcasc ol` District. City, Developer and District hereby acknowledge and agree that, pursuant to Section 3.2 of the Development Agreement and the Assignment Agreement, District has been fully released of all obligations and liability under the Development Agreement, as amended by the DA Amendment. Pursuant to Section 3.2 of the Development Agreement, City shall look solely to Developer for compliance with the Development Agreement, as amended by the DA Amendment. Without limiting the foregoing, the City and Developer further agree that District shall have no rights, duties, obligations or liabilities under the DA Amendment whatsoever (whether arising before or after recordation of the Assignment Agreement), that District is hereby unconditionally and irrevocably released from obligations and liabilities arising under the DA Amendment and that the City shall look solely to Developer to perform duties and obligations required by the DA Amendment. 005032.0011 �'MRH:480383588,4 -2- 14751858.1 4. Automatic Termination and Release. So as to avoid an unnecessary encumbrance on title, the parties agree that this Agreement shall automatically terminate and be released from the Property upon termination of the Development Agreement, as amended by the DA Amendment. 5. Govcriiiiw, Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 6. No °lliird llagy Beiieliciaries. This Agreement shall not be deemed or construed to confer any rights, title or interest, including without limitation any third party beneficiary status or right to enforce any provision of this Agreement, upon any person or entity other than City, District and Developer. 7. Time of the Essence. Time is of the essence in the performance by each party of its obligations under this Agreement. 8. A1.lthority. Each person executing this Agreement represents and warrants that he or she has the authority to bind his or her respective party to the performance of its obligations hereunder and that all necessary approvals have been obtained. 9. l°"U tlier AssLira aces. The parties each agree to do such further acts and things and to execute and deliver such additional agreements and instruments as the other may reasonably request to consummate, evidence, confirm or more fully implement the agreements of the parties as contained herein. 10. Recordation. The City shall ensure that, within five (5) days of execution of this Agreement by the parties, this Agreement shall be recorded with the County Recorder of the County of Los Angeles. 11. Cou„lntcr aa�. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document. [Signatures on following page] 005032.6011 �MRH.480383588 4 -3- 14751858.1 IN WITNESS WHEREOF, City, District and Developer have executed this Agreement on the date first above written. C1111"T"Y: CITY OF EL SEGUNDO, a municipal corporation By: GrKCa rg�iiscr, City Manager c ATTFIS]": Traiy We�iv4kity Clerk APPROVED AS TI FORM: Mark D. Hensley, City Attorney 005032.001'' MRH -4803 83588.4 -4- 14751858.1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is atrachcd, and not the truthfuhaess, accuracy, or validity of that document. State of California County of Los Angeles On ........� before me, ..:..1:..4'_c:,!...........w:";...:.:. a Notary Public, personally appeared _ -, E,-.� . , who proved to me on the basis of satist'actor°y evidence to lie the person, s,) whose naanigfs) islare salbscribed to the within instrura 0111 and acknowledged to me that lledslie/d y cXcCutcd the saarne in Ns/1401Aheiv,. aaarthor•ized catpacity(re�,), and that by hisA;er °h a- signaatttre( ) on the instrtaraaent the, person(s), or the entity upon behalf of which the persg!11 ) 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. PATRICIA HARADA-AU Commission # 2065752 Notary Public - California Ile .,, my os Angeles CountyComm. Ex�sir2X 2018 Signature'W V' 005032,00117 14751858,1 4 2 IN WITNESS WHEREOF, City, District and Developer have executed this Agreement on the date first above written. DISTRICT: EL SEGUNDO UNIFIED SCHOOL DISTRICT Melissa Moore, Superintendent APPROVED AS TO FORM: ATKINSON, ANDELSON, i., YA, RUUD & ROMO V17 Aii(irc is C. Chialtas, Esq., legal counsel for El Segundo Unified School District 005032 00117 2 14751858.1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Los Angeles ) On 26, before 1. a Notary Public, personally ,. �a ,................._......_.............,...................................__.............. p y ap eatred who proved to me on the basis of sailisf"tictory evidence to be the personW whose na nie§0 is/,:K subscribed to the within instrument anal aicknow'ledged to me the sante i1°i WVlicrlth authorized capacity(ies), and that by /11er/(I)Mr slgnartur ( Oil tite itistrun7e11t the persol1f4, 01' the entity upon behalf of which the personal 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.Lr,�"ALtN2C R 1"wNURttl MOWY Public- CWornia Lot s County Camm18alon 2127092 Comm. mIr s e 19.2019 Signature..,.,,,. ,44 005032,00117 3 14751858 1 IN WITNESS WHEREOF, City, District and Developer have executed this Agreement on the date first above written. DEVELOPER: D.R. HORTON CA2, INC., a California corporation By: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attacllcd, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On , f ` v � T before me, �p4n I l �P /`Sit , a Notary Public, personally appeared :Jed 1) ro 5C -q lwho proved to me on the basis of satisfactory evidence to be the person,] whose nameW is/4r-e- subscribed to the within instrument and acknowledged to me that he/sW/tlyjay executed the same in hist/tWr authorized capacity(i�s�, and that by his/Wtleir signature(s�on the instrument the persor� , or the entity upon behalf of which the personf,%)'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. JOANN MARSH 19 Commission #► 2108434 Notary Public - California zZ Z Los Angeles County - Mu y Comm. Expires Apr 24, 2019 V v Signature.. 1 005032.00117 4 14751858.1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY CLERK CITY OF EL SEGUNDO 350 Main Street El Segundo, California 90245 Exempt from recorder's fees Pursuant to Govt. Code §6103 EXHIBIT "A" DA Amendment THIS SPACE ABOVE FOR RECORDER'S USE FIRST AMENDMENT OF DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF EL SEGUNDO AND EL SEGUNDO UNIFIED SCHOOL DISTRICT (540 E. IMPERIAL AVENUE SITE) This First Amendment of Development Agreement ("First Amendment") is entered into this 28th day of September, 2016, by and between the CITY OF EL SEGUNDO ("City"), a municipal corporation and the EL SEGUNDO UNIFIED SCHOOL DISTRICT ("Developer"). RECITALS A. City and Developer entered into that certain Development Agreement dated May 4, 2012 ("Development Agreement"), which Development Agreement was recorded on May 30, 2012, in the Official Records of Los Angeles County as Document No. 20120798461. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Development Agreement. B. Section 4.6.3 of the Development Agreement provides that any proposed modification to the Project that would decrease required building setbacks, increase total developable square footage or FAR, increase building heights, decrease minimum required lot areas, deviate from certain development standards or materially modify the obligation to provide LEED certification for the Project, constitutes a "Major Modification" that requires an amendment to the Development Agreement C. Concurrent with consideration of this First Amendment, City is processing an Amendment to the 540 East Imperial Avenue Specific Plan ("Specific Plan Amendment") and an amendment to Vesting Tentative Map No. 71582 ("VTM Amendment") for purposes of 005032 00117 14751 i 58, 1 42 7 �2 modifying building setbacks, developable square footage and FAR, building height, minimum lot area, applicable development standards, and LEED certification/energy efficiency requirements, among other things. City and Developer desire to enter into this First Amendment in order to provide consistency with and to establish vested rights to develop the Project in accordance with the Specific Plan Amendment and the VTM Amendment. AGREEMENT 1. Arnelidsncnt ol" Develonnient Aareemeait. The following sections and exhibits of the Development Agreement are hereby amended as follows: A. The definition of "Applicable Rules" set forth in Section 1 is hereby amended to also include the Specific Plan Amendment. B. The definition of "Project Approvals" set forth in Section 1 is hereby amended to also include the Specific Plan Amendment and the VTM Amendment. C. All references in subsections 2.3 and 4.6.3 to the "540 East Imperial Avenue Specific Plan" are hereby deleted and replaced with "540 East Imperial Avenue Specific Plan, as amended by the Specific Plan Amendment." D. All references in subsection 4.6.4 to the "Specific Plan" are hereby deleted and replaced with "540 East Imperial Avenue Specific Plan, as amended by the Specific Plan Amendment." E. A new Section 4.17 is hereby added as follows: "4.17 13ui1dinl, lnsnectioiis. The City agrees to use its best efforts to expedite the building inspection process for the Project. The Director or his designee will endeavor to schedule building inspections within two business days of Developer's request. In the event that City is unable to perform such duties within the time frame outlined in this Agreement, the City agrees that Developer may hire and pay a consultant to perform such duties, with the express written consent of the City, not to be unreasonably withheld." F. A new subsection, Subsection 5.3.3, is hereby added as follows: "5.3.3 To ensure that the above -referenced units designated as affordable remain affordable to low, very low and extremely low households, Developer must enter into an Affordable Housing Agreement with the City prior to the issuance of the first certificate of occupancy issued for the Project. The Affordable Housing Agreement must be recorded with the Los Angeles County Register -Recorder's office." G. Section 5.8 is hereby deleted in its entirety and replaced with the following: "The Project shall be developed in compliance with the energy efficiency standards set forth in the Specific Plan Amendment." 005032,00117 2 147518581 H. A new section, Section 5.9, is hereby added as follows: "5.9 Public Benefit Contributions. In exchange for the valuable development rights secured by this Development Agreement, Developer agrees to make the following contributions, in the aggregate amount of One Million Dollars ($1,000,000): 1. Developer will contribute Five Hundred Thousand Dollars ($500,000) to the City, with Two Hundred and Fifty Thousand Dollars ($250,000) contributed to the City before the first Certificate of Occupancy is issued for the first Single -Family Detached Unit, and Two Hundred and Fifty Thousand Dollars ($250,000) contributed to the City before the twenty-fourth Certificate of Occupancy is issued for the final Single -Family Detached Unit. Notwithstanding the foregoing, the total amount of $500,000 must be contributed to the City no later than five years from the date of the First Amendment. As used herein, "the date of the First Amendment" is November 18, 2016, the effective date of the ordinance adopting this First Amendment. 2. Developer will contribute One Hundred Thousand Dollars ($100,000) to the City's Aquatic Fund, to be contributed to the City no later than 60 days from the date of the First Amendment. 3. Developer will contribute One Hundred Thousand Dollars ($100,000) to El Segundo Little League (Challenger Division), to be contributed to the City no later than 60 days from the date of the First Amendment. 4. Developer will contribute Three Hundred Thousand Dollars ($300,000) to reimburse the City for its estimated costs of administering and enforcing the affordable housing component of the Project, with One Hundred and Fifty Thousand Dollars ($150,000) to be contributed to the City before the first Certificate of Occupancy is issued for the first affordable unit and One Hundred and Fifty Thousand Dollars ($150,000) to be contributed to the City before the sixth Certificate of Occupancy is issued for the final affordable unit. Notwithstanding the foregoing, the total amount of $300,000 must be contributed to the City no later than five years from the date of the First Amendment." I. Exhibit "D" of the Development Agreement is hereby deleted in its entirety and replaced with Exhibit "D-1" attached hereto and incorporated herein. Good l°'aith Comphaiice. This First Amendment shall constitute the City's Periodic Review pursuant to Section 8.1 of the Development Agreement and City's determination that Developer is in substantial compliance with the terms and provisions of the Development Agreement. Effect of Amendment. Except as expressly provided in this First Amendment, the Development Agreement shall not be amended or otherwise modified. In the event there is a conflict between the terms of the Development Agreement and the terms of this First 005032 00117 147518581 Amendment, the terms provided in this First Amendment shall control. On and after the date hereof, each reference in the Development Agreement to "this Agreement," "hereunder," "hereof," "hereto," "herein," or words of like import referring to the Development Agreement shall mean and be a reference to the Development Agreement as amended by this First Amendment. 4. Recordation. This First Amendment shall be recorded with the County Recorder of the County of Los Angeles by the City Clerk of City. 5. Cowiterpart..s. This First Amendment may be executed in one or more counterparts, each of which, taken together, shall constitute one fully executed original. [Signatures on following page] 005032 00117 4 147518581 IN WITNESS WHEREOF, Developer and City of El Segundo have executed this First Amendment on the date first above written. ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney CITY: CITY OF EL SEGUNDO, a municipal corporation Suzanne Fuentes, Mayor DEVELOPER: EL SEGUNDO UNIFIED SCHOOL DISTRICT an Its: 4 1 7 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ............................... I............................................................................................................................................................................, a Notary Public, On before me, personallyappeared, who proved to me on the basis of ersonall ..........................................mm.......................................... 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 PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On , before me, ....................... , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 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 005032 00117 S H:480383588 4 -6- 14751858 1 EXHIBIT "D-1" 540 EAST IMPERIAL AVENUE SPECIFIC PLAN HOUSING SET ASIDE — 5% Option 1/10% Option 2 OPTION 1 (289 Total Units) 15 total Assisted Living Units Required 1. Extremely Low ................................................... .w__._. 2 2. Very Low 2 3. Low .................. 3 Total 15% Set Aside 7 Units OPTION 2 (58 Total Units) 6 units total Mixed Residential Units Required 1. Extremely Low 2 2. Very Low 2 3. Low ........._....2..................................................................... II Total 10% Set Aside 6 Units Senior Condominiums/ Units Required iVi'Ili!iq,Imyp1(�����h'P,11111 ��,ll III^Nli ,,ll ,ill l SII'1111 "IIP�I�ill'mY�1 iNl°NI Im\�,I ^IVII;11Is,11i;"IW!I„ INHV ',I � I � 11 uo9 ,�p1 II yVVY ��II 11 I1��I�, III III � IIIIIIN IuNltu ���� �" lr�ul I T� v�lo1N I) SII � Apartments 911u1 °1;illluly�°°I�IIIi` �lil , � 111;�.NW � I ����, IIII�III �IIIII����11`I1��1';IVllllll �°II.�I `� P lu liil"I1�Ifip mIIII,I��� I I lh I 1. Extremely Low 2 ��I,III ° „11111 Nvl 11111 Il if, N�,�II��IIIII�Ii h ����11 Iilq; IITYI .. �I1 11111 'jl II�`Ilu� �V Il ,VIII I V"""iu (,Nl um m 11 �lll, III�IIIN� I�i ��l ........................_.....................................°_nmlll. II II ullllllll IIIIIIIIII ,� I� „� I1ruN m NIN IV III l ulu.^ I IIIIIImV �,N1� �, I^ 111; ll�l VN I �����11�IN IV 9 II II,,,i VII IIhI,„IV, .II,p ^ VwI V Iu II IIIIIIII, ��IIIIi tiltiY'Ir II Y1 II V 2. Very Low 3 'I!II!�, ^III ���� � ,I mll 11•"' ' III Pudu 11 I „ i "I 11111N 1 I IMV, � I IIdN� I 111 ! � I`1 I' �) �I pN�II �VVr„X �Ili�llllll �Illh�l a NIVIIIIII�III� � IuliPll��� III, ,,,, 1 NiCiII 1 6p,' 1 I� l��V��ll�� ��'�����n&e'"IIIIIIIIII �, �P�rel�.r. IYII,tlN4 w�1 II I � pltlh� IIIIV���,����"111III;�IIIIIT�I PIO'tlll'lll� Ill „�VI m Il �lal Ill ,u 1 61,x 1 �'I I II'. it"ti I� nlplll "11 3. Low 3 I�o, � "„i.�illll��PP',,,� 9�^1.`IY;;IIN1ml p11\V1491111111111111mgil!^;uuVhll�l„rl ll�iiii6"�I141NIyll �„„„�„ I��I���,ry�ViVV"N �^ � i u����IP1Pl�1�+� °'.'I�� � IIIIII111 ^III 11 II'IINIIIII'I;�II\u\\\\\\\\\ m ui I �1 u� Y'�I�I,11VNI1 loou flN� �' �,Ylu tl� �°I�II� � � I� II�IIIIII�III� "'I II 11\ ,� 41VN'""II�� IINIII«��Iv�l� Total 15/Set Aside 8 Units IgiV1IIVV�1i�if�uI ,l; IoI;lNI6IqGII Ml� ����I .D,I111V IV�IpIIIIIIIuV . 10� Iu1�Q1�I1i�19y1�IS "�ily II111i1I1g!Vluugl�Nl�Il�I �V,11IA111u �I� ��,v Ni;�KV�p�lll"�II 1�I1I�° V ����IVV I IJilM �; MI The unit totals shown by income category in this table represent the proportional percentage of the City's total Regional Housing Needs Assessment ( A) allocation for the lower income categories shown. In this case, the RHNA allocation for the combined lower income categories is 71 total units. The Extremely Low income category represents 31 percent of the total allocation; the Very Low i ncome category represents 31 percent of the total allocation and the Low Income category represents 38 percent of the total RHNA allocation. These same percentages were applied to the unit totals for this project 005032.00117 Skl :4803835884 14751858.1 -7-