O1243
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City Council Meeting 1-26-82
Santa Monica, California
ORDINANCE NUMBER 1243
(City Council Series)
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF SANTA MONICA
APPROVING DEVELOPMENT AGREEMENT BETWEEN
COLORADO PLACE ASSOCIATES AND
THE CITY OF SANTA MONICA
THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES
ORDAIN AS FOLLOWS:
SECTION 1. The development agreement attached hereto
and incorporated by reference between Colorado Place
Associates, a California general partnership, and the City of
Santa Monica, a munIcipal corporation, is hereby approved.
SECTION 2. Each and every term and condition of the
development agreement approved in Section I of this ordinance
shall be and is made a part of the Santa Monica Municipal
Code and any appendices thereto. The City Council of the
city of Santa Monica finds that the pub11c necessity, public
convenience, and general welfare require that any provision
of the Santa MonIca Municipal Code or appendices thereto in-
consistent with the provisions of this development agreement,
to the extent of such inconsistencies and no further, is
hereby repealed or modified to that extent necessary to make
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fully effective the provisIons of this development agree-
ment.
SECTION 3. Any provision of the Santa Monica Municipal
Code or appendices thereto inconsistent with the provisions
of this ordinance, to the extent of such inconsistencies and
no further, is hereby repealed or modified to that extent
necessary to affect the provisions of this ordinance.
SECTION 4. If any section, subsection, sentence,
clause, or phrase of this ordinance is for any reason held to
be invalid or unconstitutional by a decision of any court of
competent jurisdiction, such decision shall not affect the
valid1ty of the remaining portions of the ordinance. The
City Council hereby declares that it would have passed this
ordinance and each and every section, subsection, sentence,
clause, or phrase not declared invalid or unconst~tutional
without regard to whether any portion of the ordinance would
be subsequently declared invalid or unconstitutional.
SECTION 5. The Mayor shall sign and the City Clerk
shall attest to the passage of this ordinance. The City
Clerk shall cause the same to be published once in the
official newspaper withIn IS days after its adoption. The
ord1nance shall become effective 30 days from its adoption.
APPROVED AS TO FORM:
~~'~
ROBERT M. MYERS
City Attorney
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ADOPTED AND APPROVED THIS
26th
DAY
OF
January
, 1982.
J '?1
,# . ( <
.i ,urt/~~ dkLlhf&4
U MAYOR 7-~~U
I HEREBY CERTIFY THAT THE FOREGOING ORDINANCE,
NO. l243 (CCS), W.AS DULY AND REGULARLY INTRODUCED AT A
MEETING OF THE CITY COUNCIL ON THE 12th DAY OF January
,
1982; THAT THE SAID ORDINANCE WAS THEREAFTER DULY ADOPTED
AT A MEETING OF THE CITY COUNCIL ON THE 26th DAY OF January
1982 BY THE FOLLOWING COUNCIL VOTE:
AYES: COUNCILMEMBERS: Conn, Edwards, Press, Zane,
i<layor Yanna t ta Goldway
NOES: COUNCILMEMBERS: Jennings, Reed
ABSENT: CDUNC I U4EMB E RS: :-Jane
ABSTAIN: COUNCILMEMBERS: .\'one
ATTEST..:-
f2~ _7J0V~
- -CI T-Y- CJ~ E-R K -
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DEVELOPMENT AGREEMENT
between
Colorado Place Associates,
a California general partnership
and
The City of Santa Monica, California
~~
Revised
12/24/81
1.
2.
3.
4.
5.
6.
7.
8.
9.
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TABLE OF CON:rltDXS
PAGE
Physical Plan of Development
4
7
7
Expeditious Processing of Permits .
Tract Map Approval
. . .
Time for Construction and Completion
of Building . . . . . . . . .
8
Housing .
9
15
17
Center
Community Space .
Park
19
20
Arts and Social Services Fee
10. Traffic and Emission Abatement
Hold Harmless .
21
23
26
26
11. Energy Conservation . . . .
12. Non-Discriminatory Policies .
13.
14. Insurance. .
27
15. periodic Review of Compliance
with Agreement . . . . . . . . . . . . .. 28
16. Effect of Agreement on Land
Use Regulations . . . . . . . . . . . . 28
17 . Amendment or Cancellation of Agreement
18.
30
30
Enforcement . . . .
19. Interest of owner.
30
20. Successors and Assigns
21.
30
31
Events of Default. . . .
22. Procedure Upon Default
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23. Damages Upon Termination . . . . . . 33
24. Extension of Time for completion 34
25. Notices. . . . . . . . . . . . . .. 34
26. Duration of Agreement. . . . . . . . . . .. 35
27 . Recordinq of Agreement . . . . . . . .. 36
28. Headings . . . . .. 36
29. Severability . . . . . . . . . . . . .. 36
30. Attorneys' Fees. . . . . . . . . . . . . 36
31. Relationship of Parties . . . .. . . .. 37
32. Signs. . . . . . 37
33 . Cal i f ami a Law . . . . . . . . . . . . . 37
ii
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DEVELOPMENT AGREEMENT
This Development Agreement (the U Agreement II) is
made and entered into as of this day of
1981, by and between Colorado Place Associates, a California
general partnership (ttOwnerlt) I and the City of Santa Monica I
a charter city organized and existing under the laws of the
State of California, and its various agencies (collectively
referred to as the "ci ty" ), with reference to the followinq
facts:
,
A. OWner is the owner of certain unimproved real
property located in the City of Santa Monica, California, as
more particularly described in Exhibit flAil attached hereto
(the IIProperty");
B. OWner's intent in acquiring the Property was
to develop it into an office building of approximately three
hundred and twelve thousand (312,000) square feet, which
would either be subdivided into condominium units, or leased
out; to that end, Owner had architectural plans drawn and
engineering studies prepared;
c. On December 3, 1980, City's Architectural
Review Board approved the design of the building and Owner
shortly thereafter completed purchase of the Property by
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exercising an option it held on the remaining portion of the
Property it did not already own;
D. on April 14, 1981, OWner submitted its appli-
cation for a tentative tract map for the office building,
Tentative Tract Map No. 42283 ("Map No. 4228311), and Map
No. 42283 was set for hearing before the Planning Commission
for May 4, 1981;
E. On April 22, 1981, city's City council (the
"CouncilU) adopted a Moratorium Ordinance, Ordinance No. 1205
(the "Ordinancef') directing that a moratorium be placed on
the uerection# construction, enlargement, demolition, moving,
or conversion of, and excavation and grading for, any build-
ing or structure in the City of Santa Monica, II with certain
exceptions; the ordinance also placed a moratorium on the
"acceptance for processing of any applications for approval
of a Tentative Tract or Parcel Map sought to be filed after
the effective date of this ordinance, rr and directed the
Planning Commission to IIdisapprove all Tentative Tract and
Parcel Maps for which applications have been made;lf
F. On May 4, 1981, Cityfs Planning Commission
(the IfCommissionlf) held a hearing on Map No. 42283, and,
instead of denyinq or approvinq Map No. 42283, the commis-
sion took no action;
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G. On June 23, 1981, the Council directed the
citizens Task Force on Development in Commercial and Indus-
trial Zones, which it had established pursuant to the ordi-
nance, to establish a subcommittee to address development of
the Property (the "Subcommi tteetr), and to begin to work
immediately with owner to establish parameters for develop-
ment of the Property; the Subcommittee was to make its recom-
mendation regarding development of the Property by August 1,
1981;
H. OWner and its representatives met with the
Subcommittee three times, July 15, 1981, July 20, 1981, and
July 30, 1981, to discuss the Subcommittee's ideas for devel-
opment of the Property;
I. On August 11, 1981, the Council adopted the
Subcommittee's recommendation with amendments, and directed
the Owner and City's City Attorney to prepare a Deyelopment
Agreement for approval by the Council, pursuant to applicable
laws;
J. The Council finds that the within Development
Agreement is consistent with city's general plan and that
OWner's plan of development described herein complies with all
applicable rules, regulations and official policies governing
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pernd tted uses of the Property, density, conceptual design
and improvement, and where it does not, it has been specially
approved by the Council.
NOW, THEREFORE, in consideration for the covenants
and conditions hereinafter set forth, the parties hereto do
hereby agree as follows:
1. Physical Plan of Development. owner has pre-
sented to the Council, and the council has approved, a devel-
opment plan (referred to herein in total as the 1Iprojectll)
for the Property which is the subject of this Agreement as
described in Exhibit B. The plan includes the following
elements:
(a) BuildinCj. A building for office and
related commercial uses (the IIBuildinq") of approximately
312,000 gross square feet in total (but in no event to exceed
313, 000 gross square feet), with a height of no more than
five stories above ground, complying with the requirements
of City's Building and Safety Code;
(b) Housinq. Thirty units of residential
housing (the "Housing") built in compliance with existing
requirements of City's Building and Safety Code at the east
end of the Property; the Housing shall be no more than
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three (3) stories in height and shall include units which
are usable by handicapped persons, senior citizens and fami-
lies with children; the Housing shall consist of no more
than fifteen (15) one bedroom units, at least eight (8) two
bedroom units, and at least four (4) three bedroom units;
(c) Day-care Center. Space for a daycare
center (the "CenterU) of not less than eight hundred (800)
square feet, with access to outdoor open space as required;
the Center shall be located in or near the Housing;
(d) Community Space. Fifteen hundred (1500)
square feet of bare shell space to be used for a cO.iUfuuni ty
need (IICommunity Space II );
(e) Park. Open space between the Buildinq
and the Housing to be used as a public park (IIParklf); and
.
(f) Parking. Subterranean parking for the
Building and subterranean or ground-level parking for the
Housing, with capacity for a minimum of one space per 300
square feet of adjusted gross office space, plus one and
one-half (1.5) spaces per housing unit, thirty percent (30%)
of which total parking may be designed to accommodate subcom-
pact and compact cars; nothing herein shall be construed to
prohibit Owner in the future, if parking requirements are
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ever revised downward by city, to convert excess parking
area to storage area upon conformance to and compliance with
any then existing permit requirements.
(q) General Services Requirements. Compli-
ance with requirements of City' s Department of General
Services, which requirements are enumerated in Exhibit liCit
attached hereto and made a part hereof. Owner shall not be
subject to any further requirements of the General Services
Department in addition to those contained in Exhibit UC" and
any others agreed to prior to the effective date of this
Agreement in connection with construction of the Project.
(h) Accessibility. Accessibility of the
Project, including the Park, to handicapped persons.
(i) Review of Changes. No material change,
modification, revision or alteration may be made in those
.
portions of the development plan which are incorporated into
this Agreement without review and approval by those agencies
of city approving the plan in the first instance. A material
change, modification, revision or alteration in those por-
tions of the development plan which are incorporated into
this Aqreement will not be effective until the parties amend
this Agreement to incorporate it.
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2. Expedi tious Processin9' of Permits, Etc. Pur-
suant to the Councills approval of the physical plan of devel-
opment described above in paragraph 1, the Council shall
instruct the Planning Department, the Planning commission,
and all other agencies of the City which affect or may be
affected by the physical plan of development to expedite by
priority processing any and all approvals necessary for owner
to obtain all necessary permits to begin and complete construc-
tion, whether or not such agencies and permits or approvals
are itemized hereinbelow. OWner shall be entitled to apply
for and receive an excavation permit prior to application
for the final building permit, provided that OWner complies
wi th the requirements imposed by the city's Building Depart-
ment, which are to provide (1) a bond in favor of City in an
amount determined by the city to cover its cost in repairing
the Property if the excavation is not completed or the Build-
ing and Housing are not built as contemplated under this
Agreement; (2) a soils investigation showing that the proposed
.
excavation is feasible; (3) foundation and shoring plans;
(4) if necessary, shoring permit from the Public Works Depart-
ment; and (5) if necessary, a Covenant and Agreement from
any adjacent owners authorizing tiebacks.
3 . Tract Map Approval. Upon adoption of a Hous-
inq Element by City, City shall promptly approve Owner's
application for a tentative and final tract map consistent
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with the requirements of the Subdivision Map Act, Government
Code Sections 66410 et se~. (the "Actll), and conditional use
permit (nC.U.p.") to subdivide the Property into condominium
uni ts . Approval of the tentative tract map and C. U . P. may
include reasonable conditions, provided that they shall be
substantially similar to, and no more extensive than, those
conditions originally prepared by the planning Department,
and which would have been proposed by the Planning Department
at the hearing for Map No. 42283, and they shall be consistent
with the Act. with regard to conditions imposed upon approval
of the C.U.P. and tentative tract map, Owner shall be entitled
to post a surety bond for all conditions that may be satis-
fied by expenditures of money.
4. Time for Construction and Completion of
Building.
( a) Beg-inning- Construction. owner agrees to
.
begin construction of the Building within two (2) years after
the execution of this Agreement provided that all necessary
permits, approvals and financing are obtained. In no event
shall construction commence later than five (5) years after
execution of this Agreement.
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(b) Completion of Building. owner agrees to
diligently prosecute to completion the construction of the
Building and to complete construction within four (4) years
after the actual construction begins subject to delays reason-
ably beyond ownerts control and the contingencies recited in
paragraph 22 hereof.
(c) Construction shall be deemed to have
commenced upon the first act of demolition, excavation, or
construction against the Property whether pursuant to an
excavation permit, building permit or any other permit issued
by City.
5 . Housing. In light of city I s current short-
gage of housing that is affordable to persons of low and
moderate incomes, and as a means of addressing any increase
in the demand for such housing associated with the develop-
ment, owner agrees to provide on the Property thirty (30)
rental units subject to the terms and conditions of this
paragraph and paragraph l(b).
( a) Affordabili ty . The housing units pro-
vided for hereunder shall be made available to a mix of per-
sons and families of very low, low and median, and moderate
incomes as follows:
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(i) At least seven (7) units will be
affordable and rented to persons and families with an annual
income of less than fifty percent (50%) of median income;
(ii) At least sixteen (16) units will be
affordable and rented to persons and families with an annual
income of from fifty percent (50%) to ninety-nine percent
(99%) of median income; and
(iii) The remainder of the units shall be
affordable and rented to persons and families with an annual
income of less than one hundred twenty percent (120%) of
median income;
(iv) The annual rental rate for each
unit shall be no greater than twenty-five percent (25%) of
the income levels established in subparagraphs (i), (ii) and
(iii) above for the family size occupying the unit.
(v) Median income as used herein refers
to the median incomes by household size, for the County of
Los Angeles as determined by the United States Department of
Housing and Urban Develpment.
(b) prio.z:::ity of Tenants. To the extent allowed
by any subsidy program used by OWner# Owner may offer the
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units to those persons meeting the qualifications of (a)
above based on the following order of priority:
(i) Employees of the owners of condo-
minium units in the Building ("Condominium OWners") or of
tenants in the Building who are residents of Santa Monica:
(ii) Employees of the Condominium owners
or of tenants in the Building who are not residents of Santa
Monica;
(iii) Lessees, operators or employees of
the Center or Community Space who are residents of Santa
Monica;
(iv) Lessees, operators or employees of
the Center or Community Space who are not residents of Santa
Monica;
(v) Those persons who are residents of
Santa Monica but do not work in the Building, Center or Com-
munity Space;
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(vi) Those who neither work in the
Building, Center or Community Space, nor are residents of
Santa Monica; and
(vii) No tenant(s) of a unit shall be
required to vacate that unit solely for the reason that the
income of such tenant(s) increases after initial qualification.
Cd) certification by Employees. To assure
that no Condominium owner reduces an employee's pay simply
because of that employee's qualification for the Housing, or
in order to enable that employee to qualify for the Housing,
OWner shall obtain a signed statement from all employees who
are tenants certifying that no such pay reduction has occurred
for either of said purposes.
(e) Responsibility for Processin9. Unless
otherwise mandated by any subsidy program used by Owner,
owner shall process applications from applicants for the
priorities set out in subsection (b) above, and shall provide
certification to city of evidence of the qualifications of
selected applicants. After all the Units have been initially
rented, owner shall process and monitor rerentals according
to the priorities described in subparagraph (b) above; Owner
shall maintain such records as are required by City to verify
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eligibility for the Housinq provided hereunder. The records
shall be open for inspection and copying by City during Dormal
business hours of Owner.
(f) Schedule for Housing. The Housing shall
be provided and ready for occupancy within eighteen (18)
months after a Certificate of Occupancy is issued for the
Building.
(q) Duration of Housing Requirement. The
Housing shall be provided for 40 years or for the life of
the Buildingl whichever period is greater.
(h) ~ity Cooperation. city shall cooperate
wi th OWner in expediting the issuance of permits necessary
in connection with the Housing required hereunder. city
shall provide such cooperation as it deems appropriate to
assist OWner in securinq favorable financinq for the Housing
required hereunder.
(i) Failure to Provide Housing. In the event
owner fails to provide the units specified under this paragraph,
City, at its election, upon a final judgment in its
favor, shall be entitled to one of the following remedies:
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(i) In an action for specific performance,
the number of units that OWner shall be required to provide
hereunder may be increased by the sum of the following:
(A) ten percent (10%) of the number of units which OWner is
found to have failed to provide, rounded up to the next highest
whole unit and (B) two percent (2%) of the number of units
which Owner is found to have failed to provide, multiplied by
the number of calendar months for which OWner is found to
have failed to provide said units based on the time for per-
formance in subparagraph (f) above, rounded up or down to
the nearest whole unit. The additional units provided for
herein may be in new or existing buildings in City, and there
shall be no requirement that the additional units be located
on the Property. The term rlexisting buildings" shall not
include any building that contains any controlled rental
unit as defined in Section 1803(c) of the Santa Monica City
Charter, but the term shall include a building for which a
removal permit has been granted pursuant to Section 1803(t)
of said Charter.
(ii) In an action for damages, the amount
of recoverable damages may be calculated by determining the
costs that City would be required to incur if it were to
provide the same number of units that owner is found to have
failed to provide6
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6. Center.
(a) Preparation of Cente~ Space. In connec-
tion with the space to be used as the Center, OWner agrees
to provide the following: finished perimeter walls includ-
inq windows and doors; finished interior partition walls
adequate to enclose the spaces required by state standards
for day care centers (toilet rooms, office, and staff rest
area); toilet room fixtures and plumbing; vinyl floor tile
and wall base; acoustic tile ceiling; stubbing for natural
gas cooking equipment; heating and ventilating system; elec-
trical system including fluorescent lighting; and fire
sprinklers meetinq fire department requlations if required.
For purposes of this section finished walls shall mean
gypsum board, taped, spackled and painted. owner shall also
provide outdoor play equipment or shall provide a sum of
money, up to three thousand dollars ($3,000.00), sufficient
to purchase such outdoor play equipment. The Center shall
be provided and ready for occupancy within eighteen (18)
months after a Certificate of Occupancy is issued for the
Building. The space for the Center shall be provided for
the life of the Building, except as provided under subpara-
graph (e) below.
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(b) Lease to city. Owner shall lease the
Center on a long-term triple net lease (i.e., lessee to pay
costs of maintenance, insurance and taxes) to City at the
rate of $1.00 per year. Owner shall provide a tenant allow-
ance of not more than two thousand dollars ($2,000.00) to
the first tenant or subtenant for necessary furnishings and
equipment for the indoor area. ci ty shall assure that opera-
tion of the Center complies in all respects with the licens-
inq provisions of the California Health and Safety Code,
Sections 1527 et seq. If city does not operate the Center
itself, it may sublease the Center for a term of not less
than five years; the term may exceed five years if approved
by OWner. Ci ty shall spli t the sublease rental with Owner,
with City taking no more than fifty percent (50%) of said
rental, with the remainder being paid to Owner. In any case,
owner retains the right to approve the operator of the Center,
which approval shall not be unreasonably withheld.
(c) Use of Center. City agrees that so long
as the space dedicated to the Center remains in operation as
a Center, first priority in admission to the Center shall be
given to the children of Condominium owners who work in the
Building, tenants or employees of Condominium Owners who
work in the Building, or tenants in the Building and
Housinq. Owner shall be released from any further respons-
ibility except as set out in the lease with City with regard
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to the Center after providing the Center, except that if
City is unable to operate the Center, directly or by sub-
lease, within one (1) year of the delivery of the Center
space to city, or for a continous period of six (6) months
any time thereafter, the Center space shall be released from
all conditions hereunder, and shall be returned to OWner for
Owner to employ it in a use compatible with the Housing and
Building. Unless and until released to OWner for other uses
as herein provided, City shall take all reasonable steps
necessary to keep the Center space in good condition whether
or not it is operated as a day care center.
7 . Communi ty space.
(a) Use of Community Space. city shall sur-
vey the surroundinq business and residential communities
within one-half (1/2) mile of the Building, to determine
what three uses of the Community Space would most benefit
those surveyed.
.
OWner shall have the right to approve and
select the use from such three uses based on compatability
with the Building use and its character. If the community
Space shall be used for a commercial purpose, OWner may, at
its election, locate and negotiate with potential owners and
operators of such commercial operation and owner shall not
be restricted in any way in the sale price or rental charge
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that it seeks and obtains for the Community Space; other-
wise, OWner shall lease the Community Space to city on a
long-term triple net lease at the rate of $1.00 per year.
City may sublease the Community Space to the person or
entity operating the selected use. City shall split the
sublease rental with OWner, wi th City taking no more than
fifty percent (50%) of said rental with the remainder being
paid to Owner. In any case, owner retains the right to
approve the sublessee of the Community Space, which approval
shall not be unreasonably withheld.
(b) Preparation of CommlJlli ty Space. The
Community Space shall be provided and ready for leasing
wi thin eighteen (18) months after a Certificate of Occupancy
is issued for the Building, and shall be provided for the
life of the Building except as provided under subpara-
graph (c) below. If the space is leased to the City, the
OWner will provide the following: finished perimeter walls
.
including doors and windows, vinyl floor tile and wall base,
acoust1C tile ceiling, fluorescent light fixtures, roughed-
in plumbing for toilet rooms, primary electrical service to
the space, an allowance of up to $4,000 for the heating and
ventilating system, and fire sprinklers if required to meet
fire department regulations.
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(c) Release of Community Space. In the
event that neither city nor OWner is able to locate a lessee
for the Community Space within one (1) year of the completion
of the Community Space, or for a continuous period of six
(6) months any time thereafter, the Community Space shall be
released from all conditions hereunder, and shall be returned
to OWner for OWner to employ it in a use compatible with the
Housing and Building.
8. Park. The open space area on the Property to
be developed by owner as the Park shall be open to the public
during reasonable hours of use. During such open hours, no
person may be excluded from the Park except to the extent
that City would be permitted by law to exclude a person from
a City-owned park, provided that a portion of the Park
space, not to exceed fifteen hundred (1,500) square feet,
may be made available to an adjacent condominium owner or
tenant for an outdoor public access use, such as cafe seat-
.
ing. Nothing herein shall be construed as granting a public
easement to the Park area of the Property, and owner may
take any steps necessary to protect its ownership of the
Park area from the assertion of any such easements. The
Park shall be provided for the life of the Building.
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9. Arts and social Services Fee. Owner agrees
to pay an Arts and Social services Fee, as calculated in
Exhibit "c" attached hereto, of one and one-half percent
(1.5%) of (i) the total cost to Owner of the Property,
reduced proportionately by the percentage of land used for
the Housing and the open space between the Building and the
Housing, and (ii) the cost of construction of the Building
together with subterranean parking used for the Building, as
disclosed in Exhibit "C". The fee shall be paid by Owner to
City at Ownerfs election either within thirty (30) days
after the certificate of occupancy for the Housing is
issued, or in twenty (20) annual installments commencing one
year after issuance of the certificate of occupancy for the
Housing. The annual payments shall be calculated by taking
one-twentieth of the Arts and Social services Fee, increased
by a percentage equal to the percentage increase in the Con-
sumer Price Index for All Urban Consumers for the Los Angeles-
Long Beach-Anaheim Metropolitan Area as issued by the Uni ted
.
states Department of Labor for the immediately preceding
full year. owner shall be entitled to deduct from the Arts
and Social Services Fee the following costs:
(a) Costs. The architectural, engineering,
and construction costs connected with the design, construc-
tion and furnishing of the Center, the Community Space and
the Parki however, if owner sells the Community Space or
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receives rental income from its direct leasing of the Com-
munity Space, Owner may not deduct any architecture,
engineering and construction costs associated with the
Community Space.
(b) Artwork. Artwork on or around the ex-
terior of the Building and/or the Housing, purchased and
installed by Owner, exclusive of any financing fees, up to
an amount equal to seventy percent (70%) of the Arts and
Social Services Fee; "artworkU as used herein shall refer to
decorative elements added to the Property, including but not
limited to fountains and sculptures.
(c) Maintenance of Park. Maintenance and
upkeep of the Park and its furnishings, and any public pro-
grams in the Park.
10. Traffic and Emission Abatement.
( a) Traffic Pro9Z"am. Property Owner will
designate a representative whose responsibility it will be
to prepare and submit to the City for approval prior to
issuance of a certificate of occupancy for the Building, a
program designed to actively encourage and promote among the
Condominium Owners, employees and tenants of the Building
the following traffic and emission abatement measures:
FR015D
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e.
-
(i) staggered hours or "flex-time1t
among different Condominium OWners, tenants and their
employees;
(ii) Compilation and distribution of
ride-share lists and scheduling of car-pools and van-pools
for all persons in the Building;
(iii) Reduced parking rates for car-pools
and van-pools;
(iv) Use of public transit facilities,
including actively working with the Santa Monica Municipal
bus line or its designee to improve service to and from the
project and implementing public transit incentives such as
bus passes for tenants and employees of Condominium Owners;
(v) Readily available bicycle parking
areas;
(vi) Such other measures that owner
determines will reduce the traffic and emission impact of
the Building.
FROlSD
22
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.
Such traffic and emission abatement measures will
be initiated no later than upon occupancy of fifty percent
(50%) of the Building.
(b) Bus Shelter. Further, Owner shall
design and provide a bus shelter area on the Property or
adjacent thereto, if city decides to add a bus line along
Colorado Boulevard or 26th street, and implements that plan
prior to issuance by City of the Certificate of Occupancy
for the Building. ci ty agrees that no advertising shall be
placed on the shelter area.
11. Energy Conservation. The Building systems
and envelope will comply with all provisions of Title 24 of
the California Administrative Code, regarding energy regula-
tions. The design will include the following components:
(a) Heating, cooling and Ventilation. The
heating, cooling and ventilation of the Building will be
provided by one of two systems being evaluated for use in
the building. System one utilizes a system of operable
windows, heat pumps serving small zones, individual zone
controls and independent suite utility metering. The heat
pump system will transfer heat from warm zones to cool
zones, minimizing the need for supplemental heat in the
FR015D
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.
system in cool weather. conservation efforts by the Condo-
minium OWners will translate into direct savings on their
separate utility bills. System two utilizes centralized air
distribution with variable volume controls. The variable
volume control system allows air flow quantity to be matched
to demand for cooling and therefore minimizes ~nnecessary
energy consumption for cooling and fans. The system would
also have the capability of distributing 100% outside air in
an economizer cycle when the outdoor air temperature is
appropriate. The Building would have operable windows with
this system also. Both systems will PFovide incentive for
conservation by allowing the users to open windows.
(b) Utility Meterinq. with system one des-
cribed above, energy for heating, cooling, lighting and
equipment will be metered individually for each suite so
that all energy conserving practices by the occupants will
be reflected directly on independent utility bills. With
system two, individual suite metering of energy consumption
for heating and cooling will be provided if the necessary
technology is available and has been proven. The individual
metering of electricity use for lighting and equipment will
be provided with system two as well as with system one.
FR015D
24
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.
(c) Lighting. Lighting will be provided by
high efficiency fluorescent lampjballast systems to minimize
electricity consumption. Local light switching will be pro-
vided to allow energy conservation when natural daylight is
adequate and when spaces are unoccupied. Lighting in public
areas, the garage, and at the Building exterior will be con-
trolled to minimize energy use during off-hours.
(d) Garag-e Exhaust System. The fans which
exhaust the parking garage will be controlled by carbon
monoxide sensors to minimize energy consumption during
periods of low garage usage.
(e) Water Heating. Solar panels will be
used to provide heat for the Buildingts domestic water
system. The system will provide tempered water, minimizing
energy use and optimizing solar panel efficiency.
(f) Building Envelope. The heat transfer
coefficients of the Buildingts walls, floors and roof will
comply with the performance standards established by Ti tie 24
for commercial buildings.
FR01SD
25
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12. Non-Discriminatory Policies. Owner shall
actively encourage the general contractor selected to con-
struct the Building and Housing through the unions repre-
senting construction workers in the construction of the
Building and Housing or otherwise to operate job training
programs and affirmative action proqr~ms during construction.
owner shall make a good faith attempt to publicize the avail-
ability of space in the Building in ways that will be likely
to reach businesses owned by racial minorities and women,
and OWner shall actively encourage affirmative action and
job training programs among purchasers of the Condominium
uni ts and their tenants. Owner affirms its own commitment
to equal opportunity in any actions taken by it in connec-
tion with the construction and eventual sale or lease of
space in the Building or Housing regardless of sex, race,
color, religion, ancestry or national origin.
13. Hold Harmless. owner shall hold city, its
officers, agents, employees and other representatives harm-
less from liability for claims of personal injury including
death and claims for property damage which may arise from
the direct or indirect operations of Owner or those of its
contractor, subcontractor, agents, employees or other per-
sons acting on its behalf in connection with construction
and operation of the Building, Housing and Park. OWner
FR015D
26
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.
.
shall defend City and its officers, agents, employees and
representatives from actions for damages as described above
which are caused or are alleged to have been caused by
reason of OWner's activities in connection with the Pro-
perty. This hold harmless agreement applies to all damages
and claims for damages suffered or alleged to have been
suffered by reason of the operations referred to in this
paragraph, regardless of whether or not City prepared,
supplied, or approved plans or specifications or both for
the Project. However, nothing herein shall be construed to
mean that owner shall hold City harmless and defend it from
any claims of property damage or personal injury arising
from or alleged to arise from City's, its officers',
agents t, employees r and other representatives', negligent
act or negligent failure to act, willful or gross negli-
gence, or any deliberately harmful act or failure to act.
14. Insurance. OWner shall maintain public lia-
bility insurance throughout the term of this Agreement in
amounts reasonably calculated by OWner to be sufficient for
the size of the Project. The insurance shall extend to
City, its elective and appointive boards, commissions, offi-
cers, agents, employees and representatives and to owner and
each contractor and subcontractor performing work on the
Project. Property Owner shall furnish to City prior to the
FROlSD
27
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.
commencement of construction of the Project satisfactory
evidence that such insurance ~s in force. The insurance
shall provide coverage for claims and damage arising out of
the operations referred to in paragraph 13 of this Agree-
ment. Nothing herein shall be construed to exempt City from
its responsibility under paragraph 6(b) above to pay the
insurance costs for operation of the Center.
15. periodic Review of Compliance with Aqreement.
City shall review this Agreement at lease once every twelve
months from the date of execution hereof. During each peri-
odic review by city, Owner shall be required to demonstrate
good faith compliance with the terms of this Agreement, by
means of a written report provided within sixty days of
notice from city. said report shall include a status report
on the construction of the Building and Housing, and any
program designed by OWner, and thereafter operated by OWner,
with regard to the Units, the Center and/or the Community
Space.
16. Effect of Agreement on Land Use Reqlations.
(a) Rules in Force. The rules, regulations
and official policies governing permitted uses of the Pro-
perty, the density of the Property, the design, improvement
FR015D
28
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and construction standards and specifications applicable to
development of Property, are and shall remain those rules,
regulations and official policies in force at the time of
the execution of this Agreement, except as modified by this
Agreement, or subsequent agreement of the parties hereto
pursuant to paragraph 17 below.
(b) New Rules. This Agreement shall not
prevent City in subsequent actions applicable to the
Property from applying new rules, regulations and policies
which do not conflict with the terms, conditions, purpose or
spirit of this Agreement, or with those rules, regulations
and policies appliCable to the Property as set forth in this
Agreement. This Aqreement does not prevent city from deny-
ing or conditionally approving any subsequent development
for the Property on the basis of existing or new rules,
regulations and policies.
(c) Inconsistencies. Any provisions of the
Santa Monica Municipal Code or appendices thereto incon-
sistent with the provisions of this Agreement, to the extent
of such inconsistencies and no further, are hereby repealed
or modified to that extent necessary to effect the provi-
sions of this Agreement.
FR015D
29
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.
.
17. Amendment or Cancellation of Agreement. This
Agreement may be amended or cancelled in whole or in part
only by mutual consent in wri tinq of City and owner, and in
the manner provided for by law.
18. Enforcement. Unless amended or cancelled as
provided in paragraph 17 above, this Agreement is enforceable
by any party to it notwithstanding a change in the applicable
general or specific plans, zoning, subdivision or building
regulations adopted by City which alter or amend the rules,
regulations or policies governing permitted uses of the
land, density, design, improvements and construction stan-
dards and specifications. In any litigation concerning this
Agreement neither party shall assert as a claim or defense
the invalidity of this Agreement.
19. Interest of Owner. owner represents that it
has legal and equitable interests in the Property and that
all other persons holding legal or equitable interest in the
Property are to be bound by this Agreement.
20 . Successors and Assigns. The burdens of this
Agreement shall bind and the benefits of this Agreement
shall inure to the successors and assigns of the parties
hereto and any transfer of the Property shall automatically
FR015D
30
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.
operate to transfer the benefits and burdens of this Agree-
ment. After owner has completed the development of the
Property as described in paragraph 1 above, owner may assign
any obligations of owner hereunder to the Building's Office
condominium owners' Association.
21. Events of Default. owner shall be deemed to
be in default under this Agreement upon the happening of one
or both of the following events or conditions.
(a) A warranty, representation or statement
made or furnished by owner to city is false or proves to
have been false in any material respect when it was made;
(b) owner has not complied with one or more
of the terms or conditions of this Agreement.
22. Procedure upon Default.
(a) Notice of Default. Upon the occurrence
of an event of default, written notice must be given to
OWner of the nature of such default and Owner shall have
ninety (90) days to cure said default. If owner fails to
cure, city may declare owner to be in default and may
enforce, terminate or modify this Agreement in accordance
FR015D
31
.
.
with applicable procedures. However, if the default is due
to OWOer1s failure to provide the Housing, city shall have
available to it those remedies described in paragraph 5~
Upon the occurrence of an event of default on the part of
city, and prior to OWner instituting any action to enforce
the Agreement, Owner shall give written notice to city of
the nature of such default and city shall have ninety (90)
days to cure said default.
(b) Termination * An express repudiation,
refusal or renunciation of this Agreement, if the same is in
writing and signed by the OWner, shall, at the sole election
of City, be sufficient to terminate this Agreement and a
hearing on the matter shall not be required~
(c) Non-Performance. Non-performance shall
be excused when it is prevented or delayed by reason of any
of the following forces reasonably beyond the control of
OWner:
(i) War, insurrection, riot, flood,
severe weather, earthquake, fire, casualty, acts of a public
enemy, governmental restriction, litigation, acts or fail-
ures to act of any governmental agency or entity;
FR015D
32
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(ii) Inability to secure necessary labor,
materials or tools, strikes, lockouts, delays of any contrac-
tor, subcontractor or supplier, but non-performance shall be
excused for a total cumulative period of not more than six
(6) month$ under any or all of the forces enumerated in this
subparagraph;
(iii) Any judicial act, including but not
limited to an injunction, preventing or otherwise inter-
fering with Owner's compliance with its obligations or
responsibilities hereunder, resulting from judicial action
brought by any persons or entities outside this Agreement
and unrelated to OWner to invalidate all or any part of this
Agreement or otherwise prevent owner's compliance with all
or any part of this Agreement.
(d) Non-Exclusiveness of Remedies. All
remedies at law or in equity, including specific perform-
,
ance, which are not otherwise provided for in this Agreement
or in City's regulations governing development agreements
are available to the parties to pursue in the event there is
a breach.
23. Damaqes Upon Termination. In no event shall
owner be entitled to any damages against city upon termina-
tion of this Agreement unless such termination is in breach
FR01SD
33
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)
.
.
of the Agreement. Upon any such termination of this Agree-
ment, the parties hereto shall execute an appropriate notice
of termination suitable for recording in the official
records of Los Angeles County.
24. Extension of Time for Completion. owner may
extend the eighteen-month period referred to in para-
graphs S(f), 6(a) and 7(b) to twenty-four (24) months upon
the posting of a bond, delivery of a letter of credit, a
certificate of deposit, or other financial guarantee satis-
factory to the City, in the amount of One Million Seven
Hundred and Fifty Thousand Dollars ($1,750,000.00) (the
"Extension Paymenttr), to secure its performance hereunder.
Said bond, letter of credit, certificate of deposit or
alternate financial guarantee shall be provided to city
prior to issuance of the certificate of occupancy for the
Building. The Extension Payment shall be adjusted by the
percentage change in the Consumer Price Index for All Urban
Consumers for the Los Angeles-Long Beach-Anaheim Metropolitan
Area for the period of time following execution of this Agree-
ment and immediately preceding issuance of the certificate
of occupancy for the Building.
25. Notices. All notices required or provided
for under this Agreement shall be in writing and shall be
deemed to have been delivered when delivered in person or
FR015D
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.
four (4) days after being sent by certified mail, postage
prepaid. Notice required to be given to City shall be
addressed as follows:
city Attorney
City of Santa Monica
1685 Main street
Santa Monica, California 90401
Notices as required to be given to owner shall be
addressed as follows:
Colorado Place Associates
c/o Greenwood Development Company
1888 Century Park East, 8th Floor
Los Angeles, California 90067
wi th copies to:
Michael Malone, Esq.
California Campeau Corporation
10920 Wilshire Boulevard
suite 1020
Los Angeles, California 90024
and
Frederica Rudulph Obrzut
Manatt, Phelps, Rothenberg & Tunney
1888 Century Park East, 21st Floor
Los Angeles, California 90067
A party may change the address by giving notice in
writing to the other party and thereafter notices shall be
addressed and transmitted to the new address.
26. Duration of Agreement. This Agreement shall
expire fifty-five (55) years from execution hereof, or such
earlier date as OWner ceases to have any further obligations
FR015D
35
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under this Agreement. After expiration or full satisfaction
the parties shall execute an appropriate certificate of
termination which shall be recorded in the official records
of Los Angeles County.
27. Recording of Aqreement. The parties hereto
shall cause this Agreement to be recorded in the official
records of the County of Los Angeles.
28. Headinqs. The paragraph headings in this
Agreement are for reference only and shall not be used in
construing or interpreting any of its provisions.
29. severabili ty . I f any provisions of this
Agreement are determined to be invalid, the remainder of
this Agreement shall survi ve.
30. Attorneys' Fees. Should either party hereto
. .
institute any action or proceeding to enforce any provision
of this Agreement, or for damages by reason of a breach of
this Agreement, or for a declaration of the parties' rights
or obligations or duties under this Agreement, or for any
other judicial remedies under this Agreement, the party in
whose favor final judgment is entered shall be entitled to
recover from the other party reasonable attorneys' fees to
be fixed by the Court where such judgment is entered.
FRO 1 50
36
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31.
Relationship of Parties. It is understood
that the contractual relationship between city and OWner is
such that the owner is an independent contractor and not the
agent of City.
32. signs. Owner shall have the right to estab-
lish reasonable rules reqarding signs which are placed any-
where in the Park, or on the Housinq, the Center or Community
Space.
33. California Law. In the case of any dispute
between the parties, California law shall apply.
IN WITNESS w~REOF, the parties hereto have entered
into this Agreement as of the day and year first above written.
flcityH
city of Santa Monica
"OWner"
Colorado Place Associates,
a California general.partnership
General Partner
Campeau Corporation California,
a California corporation
By
By
Genera~ Partner
Greenwood Properties, Inc.,
a California corporation
By
FR01SD
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11
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EXHIBIT A
PARCEL 1:
Those portions of Lots 1. 2 and 3 in Block 200 of Santa Monica. in the
City of Santa Monica, 8S per map recorded in Book 39 Page 45 et seq.,
of Miscellaneous Records, in the office of the County Recorder of
said County, described as follows:
Beginning at the most Northerly corner of the land described in Deed to
John Byers recorded in Book 1630 Page 83, Official Records, in the office
of the County Recorder of said County, said most Northerly corner being
in the Southeasterly line of Colorado Avenue, distant thereon North 450
37' East 280 feet from the most Westerly corner of Parcel 16 as shown
on map designated Exhibit "c" filed in connection with Case No. B-25296
Superior Court of said County; thence along said Colorado Avenue,
North 45. 37' East 809.20 feet, more or less to the most Westerly corner
of the Northeasterly 30 feet of said Lot 3; thence Southeasterly parallel
with the Northeasterly line of said Lot 3, 150 feet; thence Southwesterly
parallel with the Northwesterly line of said Block to the most Easterly
corner of said land of Byers; thence along the Northeasterly line of
said land of Byers North 44. 23' West 150 feet to the point of beginning.
EXCEPT therefros that portion of said land lying within Stewart Street as
provided for in a Final Order of Condemnation in favor of the City of
Santa Monica, a municipal corporation, said order being filed October 3, 1975
and recorded October 7, 1975 as Instrument No. 3451.
ALSO EXCEPTING FROM all mineral. oil, petroleum and other hydrocarbon
substances in, on, within and under that portion of said lands lying more
than 500 feet below the surface of said lands and every part thereof, but
without right of entry, 88 reserved by Irving Bernstein and Mildred
Bernstein, husband and wife, in deed recorded March 29, 1963 as
Instrument No. 1547.
PARCEL 2:
~~. 1."6 P.#.~~.d .0 in t~is potic~ is .ituated in the St.t. 0'
California, Count~ 0' Lo. Angel.', and is d.~crib.d as follaw~:
Lot 1 of
in Book
r.coT'd.'"
T.,.act 25003, in the citv of Santa Monica. as per ..p ",ecoT'ded
816 Pag.s 79 and SO of Map.. in the of~ice 0' the countV
of said countv.
;ti
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EXHIBIT C
Requirements of General Services Department
WORK TO BE DONE
1 . Colorado Avenue street improvements:
a. Work with the General Services
Department to develop a plan
which will provide an appro-
priate DUmher of parking spaces
(not less than ten) to be avail-
able between 6:00 p.m. and
8:00 a.m. for residents of
buildings on the north side of
Colorado Avenue and provide
landscaped median islands,
left turn islands and north
parkway landscaping, all at a
cost not to exceed
b. Resurface street to centerline:
2. 26th Street resurfaced to centerline:
3 . stewart Street resurfaced to center-
line if determined to be necessary:
4. Traffic signal at Colorado and stewart
wi th interconnect to Colorado and 26th:
5. street lights (sodium vapor at 180 f o. c. ) :
6. Sidewalks, 6' width at all frontages:
7. Street trees at 40' O.C.:
8. water system improvements;
a.
Street main:
b.
Building service:
Total
FR015M
ESTlMATE.U
COST ONLY
$ 61,360.00
17,230.00
2,420.00
2,250.00
75,000.00
35,100.00
24,180.00
8,970.00
73,130.00
41,860.00
$341,500.00
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EXHIBIT 0
1. Land Cost
Total cost of property: $6,551,100
Land used for housing and open space: 39,940 square feet
Total land area: 139,919 square feet
Percentage of land used for housing and
open space: 39,940 ~ 139,919 = 28.5%
Total cost less 28.5%: $4,684,037
2. construction Cost
Shell & core cost x gross area
$45js.f. x 312,000 s.f. = $14,040,000
Tenant improvement cost x net area
$16js.f. x 274,000 s.f. = 4,384,000
Garage cost x garage area
$25js.f. x 332,000 s.f. = 8,300,000
Total construction cost:
Total land and construction cost:
1.5% Arts and Social services fee:
$26,724,000
$31,408,037
$ 471,121
*This amount may be adjusted as follows: The total construc-
tion cost shall be adjusted by the change in the Consumer Price
Index for All Urban Consumers for the Los Angeles-Long Beach-
Anaheim Metropolitan Area as issued by the United states Depart-
ment of Labor for the period from the date of this Development
Agreement to the date when construction of the Building actually
commences.
FR01SM