O1989CA flattylmun~llawsladoptdaord.wpd
City Council Meeting 10-24-00 Santa Monica, California
ORDINANCE NUMBER 1459 (CCS)
(City Council Series)
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA M~NICA
APPROVING THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
SANTA MONICA, A MUNICIPAL CORPORATION, AND
RAND CORPORATION, A CALIFORNIA NON-PROFIT CQRPORATION
WHEREAS, on No~ember 30, 1999, the RAND Corporation submitted an
applicat~on for a development agreement for the proposed cons#ruction of an
approximately 3p8,869 square foot headquarters facility ~n the Ci~~c Center Specific
Plan area, pursuant to Santa Monica Municipal Code Section 9 48 020, and
WHEREAS, ar~ Environmental Impact Report has been prepared which
analyzes the en~~ronmental effects of the development agreement, and
WHEREAS, on September 19, 2QOD, the City Council certified that the Final
En~ironmental Impact Re~ortwas prepared m full compliancew~th State law and City
CEQA Guidelmes; and
WHEREAS, the de~elopment agreement is consistent wi#h the General
Plan and the C~~ic Center Specific Plan
i
N~W, THEREFORE, THE CITY COUNCIL OF THE C1TY OF SANTA
MONICA DQES HEREBY ORDAfN AS FQLLQWS
SECTION 1 T#~e De~elopment Agreement attached ~ereto as Exhibit 1
and incorporated herein by reference between #he City of Santa Monica, a
munic~pal corporation, and RAND Corporation, a California non-profit corporativn,
~s hereby approved.
SECTION 2 Each and e~ery term and condition of the Development
Agreement approved m Section 1 of this Ordinance shalf be and is made a part of
the Santa Monica Municipa! Code and any appendices thereto The C~ty Council
of the City of Santa Mornca finds that public necessity, public can~enience, ar~d
general welfare require that any pro~ision of the Santa Monica Munic~pal Code or
appendices thereto inconsistent with the pro~isions of this De~elopment
Agreement, to the extent of such incons~stencies an~ no further, be ~epea~ed or
modified to that extent necessary ta make fully effect~ve the provisions of this
De~elopment Agreement
SECTION 3. Any pra~~sion of the Santa Monica Municipal Cocie or
appendices thereto, mconsistent w~th the pro~is~ons of this Ordmance, to the
extent of such inconsistencies and no further, are hereby repealed or modified to
that extent necessary to effect the pro~isions of this Ordmance
SEGTION 4 If any section, subsection, sentence, clause, or phrase of this
Ordinance is for any reaso~ held ta be in~alid or unconstitutional by a decision of
any court of any competent ~urisdiction, such decision shall not affect the ~alidity
of the remaming portions of #his 4rd~nance The City Co~ncil hereb~ declares tha#
it would ha~e passed this Ordinance, and each and every section, subsection,
sen#ence, clause, or phrase not declared in~a~id or unconstitutional without regard
to whether any portion of the Ordinance would be subsequently declared in~al~d o~
unconstitutional
SECTION 5 The Mayor shall sEgn and the Ctty Clerk shall attest ~o the
passage of this Ordmance The City Clerk shall cause the same to be publ~shed
once in the official newspaper withm 15 days after its adaption Th~s Ordmance
shall be effective 30 days from ~ts adoption
APPROVED AS TO FORM~
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MARSHA JONE's MOUTRIE
City Attorney "
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EXHIBIT 1
DEVELOPMENT AGREEMENT'
BY
CITY OF SANTA MOIVICA
AND
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733610D002-1098442 22
TABLE OF CONTENTS
Pa~e
r1RTICLE 1DEFII~ITIOi~S . . . . . 3
ARTICLE 2DESGRIPTION OF THE PROJECT . .. 4
2 1 General Descriptlon . .... 4
2 1 1 Pro~ ect Gontext . .. .. . .. 4
2 1 2 Intenor Furictians and Layouts . . 4
2 1 3 Rooftop Functions and Layouuts _ . . . 5
2 1 4 Subterranean Parkmg Structure .. . .. .. . 5
2 1 5 Exterior Building Elevations .. ... . 5
2 1 6 Cross-Sect~on Illustration .. 6
2 2 Pnncipal Components of the Pro~ect . b
2 3 To Obligation ta Develop . . 8
2~ Defimtions Rela~ed to De~elopment Standards.. ..... 8
2 5 Vested R~~hts . 9
2 5 1 Appro~~al of Pro~ect Schematic Drawm~s .. . 9
2 5 2 Mmor Modifications to Pro~ect . 10
2 5 3 l~lodifications Requinng Amendment to this Agreement . 16
2 5 4 Right to De~ elop .. .... ..11
2 5 ~ Duration of Vested Rights. .. . .. .. .. 11
2 6 Uses . .... .. . 11
2 6 1 Permitted tises. . ... . . I 1
2 7 Special Elements . . . .. . ._. . . 12
2 7 1 Puhlic and Street Improvements 12
{a) Vicente Terrace . 12
(b) ~Iain Street Circle . . . . . . 12
(c) Sidewalk Dedication . . . .. .. ... 12
(d) Pedestnan Path~vay . . 12
2 7 2 iVlain Street Dnve~~~ay .. . .. . .. . 13
Z 8 Parkmg _ . . . . 13
2 9 Setbacks . . . . .. 13
210 Stgna~e. . .. . . 13
ARTTCLE 3 CONSTRUCTIOl~T . . . . . .. . 13
3 1 Construction Mit~~ation Plan _ . . . .. . . . 13
3 2 Construction Staging ..... . ... .. 13
3 3 Allev Access .. .. .. 14
3 4 Construction Hours . 14
7336140DQ2-1098442 22 1
ARTICLE 4~ROJECT FEES, EXACTIONS, MITIGATION MEASURES AND
CONDITIONS . . .. .. 14
4 1 Fees, Exactions, Miti~ahon liieasures and Condrtions . 14
(a) Fees and Exactions . . ... 14
(b) Mrti~atron Measures and Conditions of Approval .... . . 14
4 2 A,~ency Contnbution Over OPA Limit . .. 14
~ 3 Permrtted Fees, Exactions, M1t~~ation Measures and Conditions ..15
4 4 Conditions on Modifications. . . .... 15
4 5 - .15
(a) Early Childhood Education Center .... .. 15
(b) Pohcy Analysis Partnership on Childhood Developrnent and
Education . . . . . 1 b
(c} Access to Early Childhoad Develapment Research ... .. 16
ARTICLE 5EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS 17
5 1 Development Standards for the Property, Existing Regulations . . 17
5 1 1 Defined Terms . . 17
~ 2 Permrtted Subsequent Code Changes .. . ..._ 18
~ 3 Incarporation of De~ elopment Standards . 19
~ 4 Comrnon Set of Exis#ing Regulatzons . ... . . ... . i9
5 5 Conflictmg Enactments . . . . 19
~ 6 T~min~ of Develapment . . . . . .. 19
ARTICLE 6ARCHITECTURAL REVIE~~V BOARD . . .. 20
6 1 Architectural Re~~ie«r Board Appro~al and Exemprion from Chapter
9 36 . . .. . . . .. 24
~ 1 ~ ~ . . . . .. . 2a
b 1 2 Exerription From Section 9 35 of Code ._ ... . .. 20
tLRTICLE 7GITY TEC~CAL PER~I~IITS .. . _ .. ZO
7 1 Definitions . . ... .. .. . 20
7 2 Diligent Actzon b_y City . .... . . 21
7 3 Condrtions for Dili~ent Actxon By the City ... 21
7 4 Duration of Technlcal City Permits .. .22
7 5 Demalrtion Permrts .. .. 22
7 6 Temporary Use Permits .. . . . . . 23
7 7 North Lot an.d Ocean Avenue Lot Restnp~n~ .. .. _ 23
7 8 Certificate of Occupanc_y . . .23
7 9 Separate Permit far Garage . . ..23
ARTICLE SA;~I END ~VIENT A~~'D VIODIFIGATION .. ... ..... 24
8 1 Amendment and Madificatian of Development A~reement .. .. . 24
7336100002-1098442 22 11
ARTICLE 9TERM . .. .. .. . 24
9 1 Effective Date . ..... . 24
9 2 Term . . .. . 24
ARTICLE 10PERIODIC REVIEW OF C~I~iPLIANCE
14 1 City Rev~ew
10 1.1 Evidence of Good Faith Compliance ..
10 1 2 Information to be Provided RAND
10 1 3 votice of Default, Cure Ri~hts .
10 1 4 Failure of Periodic Revie~v
14 2 Termmation of Development A~reem~nt ..
ARTICLE 11DEFAULT
. .24
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.25
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25
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. ... .. zs
11 1 Notice and Cure ..... .. .
11 2 Remedies for Monetary Default .
1 I 3 Remedies for'von-Monetary Default
11 4 T'ermination af Agreement by City . ..
11 5 Cessatian of Rights and Qbh~ations
11 6 Completion of Improvements .. .. ..
ARTICLE 12MORTGAGEES . . . . . . . . . ....
12 1 Encumbrances on the Property ....... .. ... .
12 1 i MortgaQe Not Rendered ~n~ alid . .. .... .
12 I 2 Pnoritv of A~reement . ... ... .
12 1 3 Ri~ht of MortQagee to Cwre Defa .. ..
12 1 4 '~~Iort~a~ee Not Obligated Under A~reement
ARTICLE 13TRANSFERS Al``D ASSIGVMENTS .. . .
131 Transfers/Assignments . . .
13 I 1 l~Tot Severahle from Qwnership Interest in Praperty
13 Z 2 Occupanon Rights .. .. .... ....
13 1 3 Transfer Ri~hts ...... ..
13 1 4 Release Upon Transfer . ... ..
13 1 5 Transportat~on Management . ...
:~RTICLE 14INDEM~'ITY TO CITY .
14 1 Indernnity to Crty . .
14 1 1 Indemruty .
14 I 2 City's Ri~ht to Defense ... ...
aRTICLE 1SGENERAL PROVISIONS . .. ... ..... ..
151 Notices . . .
1 ~ 2 Entire Agreement. Canflicts .. ...
.. 25
25
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26
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29
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29
29
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30
30
31
31
31
31
31
32
32
32
33
33
33
33
33
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34
7336100002-10984A2 22 111
1 S 3 Bmc~m~ Effect . . . 34
1 ~.4 Agreement \ot for Benefit of Third Parties .. . . 35
15 5 No Partnership or Jomt Venture .. . . 35
15 6 Estoppel Gert~ficates_ ._. . .. . 35
15 7 T~me . . ... 35
1 S 8 Excusable Delays . . 35
15 9 Go~ ermn~ Lav~~ . 36
15 I O Cooperation m Event of Legal Challen~e . .. .... .. . 36
15 I 1 Attorneys' Fees . . .. 3~
1512 Recordation . .. . 36
15 13 No Waiver . ... . . .. . . 36
15.1~ Constrnction. .. . .. .. ... . .. .. . . . 37
15 15 Other Go~~ernmental Approvals . .._.. ... 37
15 15 1 Further Assurances, Covenant to Si~n Documents . 37
1 ~ i ~ 2 Reimbursement and Apportionment .. 37
1~ 15 3 Processing _. . 37
15 15 4 No Revocatian .. . .38
15 15 5 Processin~ Dunn~ Third Party Liti~ation. . 38
15 15 6 State, Federal ar Case Law .,.. . .. 38
1516 Venue . ... . . . 38
15 17 Exhibits . . .. .... . .. . . . .... . 3 $
i 3 18 Counterpart Si~natures . .. .... . .... 34
1~ 19 Cemficate of Performance . 39
15 20 Interests of RA~~1D . . . 39
13 21 Qperating Memaranda ... ... 39
15 ?2 Acknowied~nents, Agreements and Assurance on the Part of RAND ..39
15 22 1 RAND's Faithful Performance ... .. . 39
15 22 2 Oblz~ations ta be Non-Recaurse .. 40
15 23 Not a Public Dedicatian .. . . 4D
15 24 Se~~erabihty and Termmation . . .. .... .._ . 41
EXHIBIT "A-1 " LEGAL DESCRIPTION Or PROPERTY ... . 42
EXHIBIT ~`A-2"LEGAL DESCRIPTIOI~' OF AGENCY PARGEL .. ... . 43
EXHIBIT "B"PROJEGT PLANS .. . . . . 44
EXHIBIT "C"PERMITTED FEES, EXACTIQNS, ~VIITIGATION MEASURES
AiVD COiVDITIONSSee Attachment D to the Staff Report . 45
EXHIBIT "D"ZOI`I'vG ORDINANGE . .. . . .. 46
EXHIBIT "E"PROTECT SETBACKS .. 47
EXHIBIT "F-1 "RAND VICENTE TERRAGE DEDICATION 48
7336100002-~098442 22 1~,
EXHIBIT "F-2"CITY AND
AGENCY VICENTE
TERRACE
DEDICATIQ~' . 49
EXHIBIT "G"TRAFFIC CIRCLE DEDICATIO~ . . . . 50
E~HIBIT "H"SIDE~?4'ALK DEDICATIOI~ . 51
EXHIBIT "I"SANTA MONICA SIG\T CODE .. . .. . . . ... ... .... .. ... .. . . 52
EXHIBIT "J" CONSTRUCTION STAGING AREAS . . 53
EXHIBIT "K"ALLEY CLOSURE AREA . . . . S4
EKHIBIT "L" ALLEY RESTORATION STA.'~~ARD ... . 55
EXHIBIT "M° P:4RKING PLANS FOR OCEAN AVENUE AND NORT'H PARK1I~rG LOTS 56
EXHIBIT °N" GONSTRUCTIO~r MITIGATIOI~ PLAN ... . .. . . . 57
733n1 D0002-1098442 22 `,
DEVELOPMENT AGREEME~'T
This Deti~elapment Agreement ("Agreement"}, dated for reference purposes
, 2000, ~s entered into by and beri~ een RAI~TD CORPORATION, a California non-
praft corporation ("RAI~TD"), and the CITY OF SANTA MOiVICA, a murucipa~ corporation
organized and e~cisting pursuant to the ~a~~-s of the State of Calxforma and the Charter of the City
of Santa I~~onica ("Crty"), with reference to the followmg facts
RECITALS
A Pursuant to Cahfornia Government Code Section 658b4 et seq arid Chapter 9 48
of the Santa ~Ionica M~inicipal Code (collec#rvely, the "De~elopment Agreement Statutes"), the
Gity is authonzed to enter into bmding development agreements «~~th persons or entihes having
le~al or equ~table interest in reai property for the development of such real property.
B RAI~'D is the o«ner of approximately 3 7 acres of land located in the City of
Santa Monica, State af Cahfarnaa, as more particularly descnbed m Exhibrt "A-1" attached
hereto and incorporated herem by this reference { the "Property"}
C RAI~`D is a technology-dnven, institutional office fac~lity consist~ng of
adrriinistrati~-e, research, analysis, educational, philanthropic, chantable, and anc~lla.ry or
accessar~ uses, ~~rhich has been located in the Gity for fifty-rivo years RAND is one of the
largest employers in the C~ty
D In or about Apnl, 2000, R.AND sold the parcel ad~acent to the Property (the
"`Agenc}~ Parcel") to the Santa Monica Rede~Jelopment Agency (the "Agency") pursuant to that
certain Owner's Partic~pation Agreement entered into on or abaut November 18, 1999 (the
"OPA") and is currently leasmg such parcel from the Grty under that certain Lease entered into
on or about I~o~~ember 18, 1999 (the "Lease") The Agency Parcel is more particularly descnbed
on Exhib~t "A-2" attached hereto
E The City intends to rede~~elop the Ci~ic Genter Distr~ct and as such the City
Council adapted a Civic Center Specific Plan an or about No~rember 23, ~ 993 (the "CCSP")
The CCSP permits RAND to replace its existing facilit~es on the Agency Parcel wlth up to
50d,000 square feet of ne~~ facrlrties. To a~d in the redevelopment of the Civic CEnter, the City
and RAND desire to relocate RAND from the Agency Parcel and allo~~~ RAl~'D to canstruct a
new building to suit RAI`TD's organizational and business needs on the Property
F An Appllcation for a De~elopment Agreement, pursuant to Santa Momca
Mumcxpal Code ("SMVIC") Section 9 4$ 02D, was filed by R~ND wrth the Crty on
73361fl0002-1098442 22
November 30, 1999 ("Development Application'} The Development Applicatlon zs for the
planned de~~elopment of the Property ("Pro~ect"} The Pro~ect is more fully descni~ed m the Draft
En~~ironmental Impact Report dated June, 2000 (State Clearinghouse No 1999122248) and F~nal
En~-lronmental Impact Report dated August, 2000 for the Pro~ect (collectively, the "EIR") and as
set forth m this Agreement The De~-eiopment Application ~vas designated by the City as
Apphcation No DA 00-001
G Concurrently w~ith its processing of the Development Appl~cat~on, the City has
processed amendments to the CCSP (the "CCSP Amendment") pursuant to SMMC
Section 9 04 20 18 080(c) to insure consistency between the CCSP and th~s Agreement ("CCSP
Application")
H RAND has paid all necessary cflsts and fees associated wrth the City's processing
of the Development Application and this Agreement
I The overriding purpose of the Pro~ect is to pro~~ide RAND wrth new replacement
office space on the Property The parties desire to enter into tius Agreement m conformance with
the Development Agreement Statutes zn arder to achieve the de~elppment of the Proaect, defined
belo~~, an the Property The parties likewise desire to provide a land use on the Property
consistent with the CCSP and provide pubhc servzces and urban infrastructure, a11 in the
promation of the health, safety. and general ti~ elfare of the residents of the Crty The Pro~ect ti~snli
be a~~rtal part of the rede~~eiopment of the Ci~zc Center Distnct and reqwres the assurances set
forth in this Development Agreement wxth respect ta the ~denhfication of specific de~elapment
standards and requirements in order to accommodate the de~~elopment of the Property
J The City Council has determined that a development agreement is appropnate for
the proposed develapment of the Property Thrs Agreement shall (1) eliminate uncertauity in
plannmg for, and securing orderly development of, the Pro~ect, (2) assure installation of
necessary irnpro<<ements, (3) pro~ide for public infrastn~cture and services appropnate to
developmen~ of the Pro~ect, (4) preserve substantial City discretion in reviewmg subsequent
de~relopment of the Propertv, and (5) otherwise achieve the goals and purposes for which the
Development Agreement Statutes ti~~ere enacted
K This Agreement is consistent with the public health, safety, and v~~elfare needs of
the residents of the City and the surroundzng region The City has specifically considered and
approved the impact and benefits of the development of the Property m accordance with this
Agreement upon the welfare of the region_ The Pro~ect will pro~ide a number of pubhc benefits,
inciudmg retainmg one of the largest emplayers in the City, consolidating RAND's existmg
operatians, constructing certain public street improvert~ents ta facilrtate bet#er traffic cxrculation,
improvzng the aesthetics of the Property through the construction of a new, ti~ell-designed
bu~lding and ~nhanced landscaping, and enlarging the range of childcare aptions of the
cammunrty through financial and policy research contributions by RAl~~.
7336100Q02-1a98442 22 Z
L The City Council has faund that the provis~ons of the Development Agreement
are consistent w~th the rele~-ant provisivns qf {1) City's General Plan, and (2} the CCSP, as
amended
VI On September 19, 2Q00. the City Council held a duly noticed public hearing on
RAI~"D's application for the Development A~reement (Planning Application No 00-001),
certified the EIR, and adopted Ordinance No approving this Agreement
IvTOV4' THEREFORE, in consideration for the covenants and condrtions herefna$er set
farth, the parties hereto do hereby agree as folla«s:
ARTICLE 1
DEFII~'IT~OI~ S
In this Agreernent, unless the context otherwise requires
1 1 "AgreemenY' means this Development Agreement entered into beriveen the City
and R.AND as of the Effective Date
1 2 "ARB" means the C~ty's Architectural Revie~~ Board
1 3 "City Council" shall mean the City Cauncil of the Crty of Santa Montca, or ~ts
designee
1 4 "City General Plan" ar "General Plan" shall mean the applicable General Plan of
the City of Santa Monica
1 5 "Civic Center Distnct" is that certain real property bounded on the north by the
Interstate Freeway No 10, on the ~ast by Fourth Street, on the south by Pico Boulevard, and on
the «~est bv Ocean Avenue
1 6 °Discretionary Appra~als" are actions wh~ch require the exercise of~udgement ar
a discretionary decision, and wh~ch cont~mplate and authonze the impos~tion of revisions or
addrtional conditfons, by the City, mcludmg any baard, commission, or department of the City
and any officer ar emp~oyee of the City; as opposed to actions which in the pracess of approving
or disapprovin~ a permit or other entitlement merely requ~res the City, mcl~dmg any board,
commissfon, or depar[ment of the Grty and any officer or employee of the City, to determine
~~hether there has been compliance ~~ith applicable statutes, ordinances, regulatrons, or
cond~tians of appro~al
1 7 "Including" means "inciuding, but not l~mrted ta "
1$ "LUCE" means the Land Use and Circulation Elements of the General Plan
7338i00002-i098442 22
1 9 "Le6a1 action" shall mean any action ~n la~~- or equity
1 10 "Plamm~g Directar" shall mean the Planning Director of the City of Santa Momca,
or his or her designee
ARTICLE 2
DESGRIPTION ~F THE PRQJECT
2 1 General Descnption The Pro~ect includes all aspects of the proposed
development af the Property as mare particuiarly descnbed in thxs Agreement and on the Pro~ec~
Plans ~vhich are attached as Exhibrt "B" ("Pro~ect Plans") In the event vf a confl~ct or
inconsistency bettveen the text of this Agreement and the Pro~ect Plans, the Pro~ect Plans will
prevail
2 1 1 Pro}ect Context
a The context is siu7unarized in Dra«~ing C1-101, "Plot Plan," and
Dra~~ing CI-102, "Vicinrty Plan "
b The location of the building on the parcel and the entrances to the
subterranean parkmg garage are shown ~n Drau~mg A1-100, "Area
5rte P1an °
c The pro~ect setbacks are sho~~~n in Drati~~ing A1-~OOA, "Buildmg
Setback Diagram "
d The Pro~ect site plan ~vith veh~cular and pedesh-ian cu-culation
patterns around the Pro~ect (both with and without the proposed
future traffic circle} are shov~~n ~n Dra~ving A1-102, "Srte Plan with
6~-foot Traffic Circle and Intenm Condrtion."
2 I 2 Interior Functions and Layouts The principal functions to be housed an
each of the five occupied floors of #he Pro~ ect and the floor area related to each func~~on are
shown m a senes of five drav~r~ngs
a The Main Street leveI, s~owrn in Draw~ng A2-10I, "Ground Level
Plan,° includes the lobby, pnvate affices and w~orkstations, meeting
rooms and related facihties, the main library, information
technology ~~ork rooms, sho"~~rs/ lockers and exercise room,
lavatones, acti~ity hubs, and a landscaped courtyard apen to the
sky
7336100002-'i 098442 22 ~,
b The second occupied floar, shown m Draw~ng A2-102, "Second
Le~~el Plan," includes pnvate offices and r~ orkstations, a specialty
library, a large interior area of ineetmg roorns and off ces and
workstations which have special resmcted access controls,
lavatones, acti~~ity hubs, and the cafetena ~~rith indaor seat~ng and
outdoor terrace seatzng The th~rd, fourtri, and fifth occupied
floors, show-n in Drawings A2-1a3, A2-144, A2-105, "Tlurd Le~el
Plan, Fourth Level Plan, and Fifth Level Plan," res~ecti~ely,
~nclude pnvate offices and workstations, smaller meetmg roams,
la~-atories, and acti~.~ity hubs.
2 1 3 Rooftop Functions and Layouts The mechamcal equipment, elevator
shafts, and the screening devices surrounding them are sho~~-n m Dra~ing A2-106, "Penthouse
Plan" and "Rooftop Plan," respectively
2 1 4 Subterranean Park~n~ Structure There are three f~ll levels and a fourth
le~~el of structured parking ~elaw~ ground Two full versions of the parking garage lavout are
provided in t«~o sets of dra~~~mgs
(a) The first set {A2-POlA through A2-PQ4A, "Levels P1 through P4
Parlung Plans") shotiv a mmimum total of 82~ parking spaces {of wYuch compact spaces compnse
up to 40 percent, and of ~~~hich disabled access spaces compnse 2 percent}. The first level of the
parkin~ garage, sho~vn in Dratving A2-POlA, "Le~~el P1 Parking Plan," mcludes ~eh~cular
parking spaces, bicycle parking (both long-term and short-term), service and facilities equipment
rooms (e g, electrical and telephone services, recycling and trash collecnon areas, central plan},
and shippmg and receivmg and loading dock facilittes The second, thzrd, and fourth (partial)
levels of the parking garage are show-n in Dra«rings A2-P02A, A2-P03A, and A2-P04A, "Le~el
P2 Park~n~ Plan, Level P3 Parkmg Plan, and Le~rel P4 Parking Plan,° respectively, mclude
vehicular paxking spaces Tlus plan dep~cts park~ng for RAND
{b) The second set (A2-P01B thraugh A2-P04B, "Levels P1 through
P4 Paxking Plans°} sho~~~ a total of 1030 parking spaces (of whtch compact spaces compnse up to
=~0 percent and tandem spaces compnse 20 percent). This plan t~ill allow for increased parking if
required by the California Coastal Commission
2 1~ Extenor Building Elevahons The design and rnatenals for th~ building
extenor are sho«-n m a senes of drawings Because of the structure's elllptical shape, there are
no standard 90-degree angle corners However, the cur~Tature of the two ares of the elhpse result
in faur some~vhat distmct faces of the building Each face is featured in a separate drawmg that
includes a matenals l~st
(a) The northeast face, ad~acent to the proposed traffic circle and
across Main Street from the courthause, is shown in Drawing A3-101, "Nartheast Quadrant
Ele~arion " This section of the building includes the pubhc entrance to RAND, mcluding a
cun~ed dn~re~vay for passenger drop-off
733610b002-1098442 22 ]
{b) The southeast face, ~~~hich continues along Main Street across from
the Crvic Audrtonum, is shown m Dra~~ing A3-142, "Southeast Quadrant Elevatlon " The third,
faurth, and fifth floor compnse one facade design The second floor steps out fram the buildmg
face and is charactenzed by a landscaped stepback, ti~~ith plants along of the stepback area and
vislble frorn the sidewalk The first flQOr houses a set of conference rooms in which RAI~~D will
conduct most of ~ts meetmgs v~~hich invohre the general public Although axchitecturally not a
part of the facade, the small °tatl" section of the arc that faces Main Street south of Pico
Boulevard is mcluded in this drawmg rt is distmguished by a fifth-floor landscaped terrace
(c) The south~~est face, located along the First Court alley and
extendm~ from Vicente Terrace to the staff entrance facing the Maguire Partners office pro~ect,
is sho~vn in Dra«-ing A3-103, "South~vest Quadrant Ele~at~on " Along this face, the P1 parking
level provides velucular access to the loading dock and trash and recycling holding areas The
loading dock and starage areas are encompassed whoily with;n the building footpnnt at the P1
le~el The southeast face adjacent to the Iaadmg dock will be accented wrth display windows
(accessible frorn inslde the P 1 level} These v~~ndows «~ould be available to house displays such
as arts and crafts pro~ects from local area schoois or childcare facalrties There will be
landscaping ad~ acent to the ~vall contalrung the dispiay v~rmdows
(d) The north«~est face, sho~y~n in Drawing A3-104, "Northwest
Quadran# ElevatFOn," is punctuated by a staff entrance connectmg the Main Street 1eve1 intenor
courtyard to the Ftrst Court and Maguire Partners pro~ect pedestnan pathways, a single-level
step-out that ~~-ilI house part of the RAND Graduate ~chool and which incarporates a landscaped
stepback above t~e first occupied floor wrth plants along the penmeter, and a landscaped
stepback at the f f~h occupied floor with plants hrung the penmeter Finally, as in the case of the
southern end of the bu~ldmg, the northern t~p of the ellipse is included m this dravcmg although
~ts face is separated from the northwest arc of the buildmg. It ~vill also have a fifth-floor terrace
«~ith penmeter plantings
2 1 b Cross-Section Illustration Dra~~mg A2-105, "Build~ng Sec#~an," sho«+s
the cross section af the structure frorn the P41eve1 af the subterranean parl~ng garage to the
raoftop mechanical and elevator penthauses
2 2 Pnncipal Components of the Pro~ect The Pro~ect ~~vill serve as the corporate
headquarters and pnncipal research site for R.AND, an mternationally recognized pohcy research
and educational instzturior~ It w~ll house and support research, management, ~nstructional,
adrn~nistrati~re. and support serv~ces staff who also provide management and admirustrative
support to other RAND sites m the Umted States and abroad Ne~~,~ constructlon shall not exceed
308,869 square feet of Floor Area Following completion of the new building and the relocanon
of RAI~°D staff from the existing headquarters bu~lding, the Pro~ect will conclude with the
demalition and remediat~on of the existing building
The Pra~ect is an elliptically shaped building surrounding intenor courtyard spaces that are open
ta the sky It wili house primanly enclosed pn~Tate offices and semi-enclosed v~rorkstations,
73361bd002-9098442 22 6
augmented by shared work areas and meetmg spaces, libraries and computer labs, and shared
employee amenrty spaces such as a staff cafetena
2 2 1 Among the pnncFpal components of new construction will be
(a} Five floors of office and related space The builc~ng he~ght at
Maun Str~et (as rneasured at the Pro~ect's fron# entrance) will not exceed sixty-nine (b9) feet from
street curb ta buildmg roof )
(b) Enclosed offices and semi-enclosed workstations.
(c} A research library ~vith hardcop~~ holdings, meetmg spaces and
reading rooms, computer stations for reference searching
outdoor seating area
{d} A staff cafetena ~vzth a seat~ng capacity of 60-100, augmented by
(e} Information technology and simulation modeling labs
(~} Sho~~~ers, lackers, fitness room
{g} ~1~eet~ng rooms, conference rooms, ~ ideoconference faczlit~es
(h} Acti~~ity hubs (spaces that will mcorporate mteroffice mail stops,
pnnters, photocopy machines, fax machmes, vending machines, informal conversation areas, and
so forth)
(i} Intenor courtyard Three levels of courtyard spaces (enclosed by
the bu~lding but open to the sky) occur, one at the Main Street level {built o~er the P1 parking
le~e1), the second located m a terrace at the second occupied level, and th~rd on the rooftop of the
second occupied level and accessible from the thu-d occupied level of the btulding The
strzet-ievel courtyard v~~i11 include approximately 11,31~4 square feet, the second-level terrace ~z~11
mclude approximately 2,140 square feet, arid the third occupied-level caurtyard will inc~ude
approxirnately 19,280 square feet Access to the street-level courtyard will be through the Main
Street entrytivay for all pedesmans and through the First Court entryway for staff
(~) Subterranean parking garage, including carpool, vanpool, and
l~icycle parking The parking garage ~~~11 conform to one of the two sets of p~ans respectively
descnbed m Sections 2 1 4(a) and 2 1 4{b} above
(k) The publ~c pedestr~an entry w~ll be located off of Main Street ~n
the northeast bi.ulding quadrant A second pedestnan. entry, restncted to RAND staff and ~rsrtors
escorted by RAND staff, is in the northwest building quadrant facmg the F~rst Court alley
~sssaooaaz-~as$aa2 22 ~
{1} The loadin~ and service entry and related facihties accur at the P1
parl~ng level and are accessible from First Court The laading dock ~s completely enclosed
wathin the P1 parking level as are related facilities such as shipping and receiving, trash and
recycling bms, central plant, and other building mauntenance f~nctions The alley will feature
er~hanced pa~ement and a iandscaped zone that defines the corner of ~irst Court and Vicente
Terrace and is highlighted by shaw ~~vindows at the M le~ el that ~vill be a~ailable to local schoals
and childcare centers for art and handicraft pro~ect displays Doors to the Iaadmg bay area will
be closed during non-~usmess Landscaping along the easterly side of First Court is included as
part of the Pro~ect's landscape plans
(m) The scope of the landscape and hardscape design for the Pra~ect are
sho«=n in Drawmg A1-100, "Area Site Plan,'' Drawing A1-102, "Site Plan wrth 7ntenm Traffic
Circle and F~rst Court Alley Condit~ons," and Sheet L1-100, "Concept Landscape Plan".
Landscape zones surround the Pro~ect's penmeter, while the intenor courtyazds and the vehicle
court entry include a combination of landscape and hardscape elements ~ignage wiil include a
pedestnan-level insritutional sign embedded ;n a landscaped wall at the entry court, and
d~rectianal signs at approaches to dri~eways and Vicente Terrace at Main Street
2 3 1`ro Obligation to De~elop.
2 3 1 EYCept as specifically prov~ded here~n
(a) Nothing in this Agreement shall be constzued to require R.AND to
proceed v~~xth the construction or any other implementataon of the Pro~ect or any portion thereof
(b) The decision to proceed or ta forhear or delay m proceeding with
implementarion or construcrion of the Pra~ ect or any portion thereof shall be in R.AND's sole
discretion
{c) Failure by RAND to proceed vvrth canstruction or irnplementatian
of the Prolect or any portion ther~of sha11 not give nse to any liability, claim for damages or
cause of action against RA\~, except as may anse pursuant to a nuisance abatement proceedina
under SMMC Chapter 8 96, or any successar legislation
2 3 2 Failure by RAND to proceed v~nth construction or irnplementation of the
Pro~ect or any partion thereof shall not result m any loss or diminut~an af development nghts,
except upon expirat~on of RAND's vested nghts pursuant to this Agreement
2 3 3 I`otwithstand~ng any pro~ision of this Section 2 3 to the contrary, RAND
shall be required to lmplement a11 rniti~ation measures and conditions required under this
:~greemznt «~hich are attnl~utable to the phase of the Pro~ect on ~~~hich RAI~TD has commenced
constructxon in accordance vwrth Exhibrt "C"
2 4 Defmitions Related to Development Standards Far purposes of thrs Agreement,
the follo«~ng terms shall have the meanings set forth below For those defmtions that cross-
7336100002-1098442 22
reference pro~isions of the Zonmg Ordmance, the referenced provisions of the Crty of Santa
Momca Comprehensive Land Use and Zonmg Qrdinance {Chapter 9 04 of the SMMC) {"Zoning
Ordinance") are mcluded in Exlubrt "D"
2 4 1 "Average Natural Grade" has the meamng set forth in
Sectian 9 04 42 030 350 of the Zomng Ordinance which is in effect on the Effective Date The
City and Rr1ND mutually agree that the Average Natural Grade of the Parcel is an ele~ahon of
~3 feet 4~nches (53' 4") above sea le~el
2 4 2 "Building Height" rneans the vertscal distance measured from the Average
Natural Grade to the lughest point of the raaf acrass the parcel, excludmg Building Height
Exceptions "Building He~ght Except~ans" mean the follaw~ng rte~ns to be excluded from the
calcularion of Bmlding Height
(a} Arch~tectural appurtenances such as clumneys, vents, stacks, ducts,
skylights and steeples as long as they do not exceed five (5'} feet above the building height
(b) Legally required parapets, fire separation wa~ls, and open work
safety guard raxls as long as they do not exceed forty-t-vo mches (42") in height
{c} Elevator shafts, and stairv4~ells as long as they do not exceed more
than fourteen (14') feet in height above the roofline
{d) ~Vlechamcat equipment screens and parapets, so long as they do not
nse mare than fourteen feet {14') above the roofl~ne, are setback from the building face by no
less than fourteen feet (14'}, and occupy no more than n~enty-fi~e percent (25%) ofthe total roof
area
2 4 3 "Floor Area" shall ha~e the meaning set forth in Section 4.0~4 02 430 315
of the Zanmg Ordmance, «-hich is in effect on the Effective Dat~, pro~~ded, howe~er, that,
not~~-ithstanding anythmg to the cantrary m such section, unenclosed deck or balcony areas or
areas used for parkxng sha?1 not be ~ncluded ~n the calculation of Floor Area
2 4 4 "Subterranean Garage" shall have the meaning set forth m
Section 9 04 02 030 344 of the Zoning Ordinance, v~rhrch is in effect on the Effective Date
2 4 5 "Subterranean Parking" means parking uses which are in a Subterranean
Garage
2 ~ Vested Ri~hts
2 ~ 1 Approval of Pro~ect Schematic Drawings The Crty hereby approves
Schematic Dra«~ngs prepared by RA?~1D's Architects ("Schematics") which delineate the
improvements to be constructed for the Pro~ect The Crty shall ma~ntain a complete copy of the
Schemat~cs, stamped "Approved" by the City, in the Office of the City Clerk, and RAND shall
7336100402-1098442 22 9
maintain a complete copy of the Schematics, stamped "Approved" by the Crty, in rts offices at
the Pro~ect site The Schernatics to be maintained by the City and RAI~'D shall be a half-size set
Further detailed plans for the building and ~nprovements, including, w7thout llmitat~an,
structural plans and working drawings shall be de~~eioped by RAND subsequent to the Effect~tie
Date based upon the Schematics
2 5 2 Minor Modifications to Pro~ect. RAND may make minor changes to the
Pro~ect or Pro~ect S~te Plan ~vithaut amending this Agreement upon approval of the Planning
Director pursuant to the Plamm~g Directar's typical prachce of reviewing mmor modification
requests for pra~ects together wlth specific findings by the Plaruung Director that the propased
changes (i) are consistent ~vith the Pro~ect's approvals as appro~%ed by the City Council, the
ARB and the Piaiuung Comm~ssion {upon appeal of the ARB), {~i) are consistent with the
pro~isions, purposes and goals of this Agreement, (iii) are not detnmental to the public health,
safery, convemence or aeneral welfare, and (i~} will not sigriif cantly and adversely affect the
archrtectural mtegrity of the Pro~ect ar the public benefits associated wath the Pro~ect ("Mmar
Modifications") The Planning Director shall not unreasonably withhold, condrtian or delay his
or her approval of a request for a Minor Modification, provided, ho~ve~~er, that the City may
impose fees, exactions, conditions, and mrtigation measures m connection wrth appro~ al of a
~linor l~'Iodification, sub~ect to Section 4 4 below
2 5 3 Modifications Requinng Amencl~nent ta this Agreement Any proposed
madification to the Schematics which v~~ould conflict writh the follawuig standards ("Ma~or
Vlodifications"} shall not constitute a Manor Modificahon and shall requ~re an amendmer~t of this
Ag~-eement
(a) The mirumum setbacks of the buildmg, which are set forth m
Section 2 9, shall not be reduced,
(b) The Floor Area of the bu~ldmg shall not exceed the square footage
limitatson rn Section 2 2,
(c) The building shall not exceed a Building Height of six stones and
setienty-rivo {72) feet, except as set forth m Section 7 3 3 belotiv,
(d) The use of the buildmg shall not be varied fram the permitted uses
defined in Section 2 6 1 below,
(e) The number of parking spaces shall not vary from the range set
forth in Section 2 8 belo~~v,
{ fl The number or locatian af access points to the building shall not be
changed,
{g} The building Iacation and siting on the Property shall not be
changed, and
7336100002-1098442 22 1 p
(h) Design, massir~g and bu~ldiz~g configuration shall nat be varied to
render such aspects out of substantial campliance with the Pro~ect Plans
1`Tot~,vithstanding anything to the contrary herem or an the Exishng Regulations, if the City
appro~es a Minor Moc~fication or amendment to this Agreement for a Ma~ar Modificat~on, as the
case may be, RA±VD shall not be required to ob#ain any other Discretiortary Approvals for such
modificarion, except for ARB approval m the case of certain Ma~ar Modifications
2~.4 Right to Develop Except as expressly provided ~n Section 2 5 5 below,
dunng the term af this Development Agreement RAND shall have the ~rested nght ta (a) develop
and construct the Pro~ect in accordance tivith {~) the Schematics and any Minor Madifications
thereto wluch are approved in accordance wrth Sections 2 5 1 and 2 5 2, and {ii) the requirements
and obligations of RAND related to the improvements which are specifically set forth in this
Agreement, and (b} use and occupy such impravements for the permiYted uses set forth in
Section 2 b Except for any requ~red appravals from the ARB pursuant to Sect~an b.l of this
Agreer~ent, the Crty shall have no further discretion over the elements af the Pro~ect which have
been dehneated in the Pro~ect Plans or the Schematics appraved by the City
2 ~ 5 Duration of Vested Rights
RAND's vested nghts #o develop as set forth m Section 2 5 4 abo~e shall exp~re if
RA~TD fails to obtain a buildin~ permit for the Pro~ect withln ri~ro {2) years after the Effect~ve
Date, and obtain a temparary or final certificate of accupancy ~~ithin four (4} years of issuance flf
building permit If the vested nghts granted to RAND under Section 2 5.4 terminate, any new
de~elopment on the Property shall be governed by the City 1aws, ordinances and pohcies in
effect at the time that the application far such ne« development is deemed complete.
Not~~-rthstand~na anythmg to the contrary contained herein, incluct~ng Article 11 below, ar the
Existing Regulations, if RAND is diligently pursuan; a building permrt or a certificate of
occupancy, as the case ma~~ be, but does not anticipate be~ng able to obtain such permit or
certificate wrthin the apphcable txme limit set forth above, RA1~TD rriay apply to the Planrung
Directar for an extension of time The Planning Director may, m his or h~r sole good farth
discrehon, extend the time hmrts set forth herein upon a sho~~ng of good cause by RAND and
upon such terms and condrtions as the Planning Director reasonably deems appropnate
Notv~~rthstanding anything that the contrary conta~ned herein, upon expirataon of R.AND's vested
nghts, the City shall not have the nght to seek damages or specific performance to cotnpel
RA~TD to cornmence or cornplete construction af the Pro~ect, pro~-~ded however, that the C~ty
shall retain al~ nghts pursuant to SMMC Chapter 8 96, or any successor legislat~on.
Z b Uses
2 6 1 Uses. Sub~ect to Section 13 1, the Crty specifically approves, as
permitted uses, the following uses far the Pro~ect instrtutional office use, ane~llary or accessory
uses, and such other uses as may be authonzed by the Crty pursuant to Sechon S.1 below For
purposes of this Section 2 6 1, "mstitutional office use" shall mean research, analysis,
educational, philanthropic ar charrtable uses, and related administrative uses "Anc~llary or
7336100002-~098442 22 11
accessory nses" shall mean those functions and sen ices provided pnmarily in support of the
Pro~ect's occupants and not the pubhc (e g travel office, credit union, newspaper kiosk and pnnt
shop)
~ 7 Special Elements
2 7 1 Public and St~eet Tmprovements
(a) Vicente Terrace Pnor to or concurrently wrth the City's issuance
of a Certificate af Occupancy for the pro~ect, RAND shall take all necessary and appropnate
steps to dedicate a portion of the Pro~ect, as sho~~~n the
constructian of a new street, Vicente Terrace, from Mair~ Street to Ocean Avenue, proaided that
the Agency dedicates the 15-foot portion of the Agency Parcel and the City provides #he portion
of adjacent Crty property sho«~n on such Exiubit for the construction of the road. RAND shall
compiete construci~on of V~cente Terrace at rts sole cost and expense pnor to such issuance of a
cemficate of occupancy, sub~ ect to the pro~~sions of Sect~on 4 2 below
{b) Mau~ Street Circle The City may improve a portion of Main
Street ad~acent to the Property «-rth a traffic circle Not~~rthstanding anything to the contrary
contained herein or under the Existin~ Regulations, RAND's sole obligation in connection with
improvements to Mam Street, including such traffic circle, shall be to offer ~re~~ocably for
ciedication to the Crty the surface portion of the Property ("Main Street Cu-cle Dedication")
sho~~n on Exhibit °G" attached hereto, ~i~lule expressly reser~%ing all subterranean nghts,
pra~ided, however, that RAND's subterranean use of the Main Street C~rcle Dedicat~an shall not
matenally impact ar mterfere u~ith the City's use of the surface as a traffic circle RAND shall
make such irre~-acable offer to dedicate pnor to or concurrently w~th the Crty's issuance af a
certificate of occupancy for the Pro~ect If the City makes the decision not to canstruct the Main
Street Gircle or reduces the size of the circle such that all ar a portion of the Main Street Circle
Ded~cat~on is no longer needed to construct the Circle, such affer shall be terminated or revised
to conform to the portion needed
(c) S~dewalk Dedication. Pnor to or concurrently wrth the Crty's
iss~ance of a certifcate of occupancy for th~ ProJect, RAivD sha11 take a11 necessary and
appropnate steps to dedicate a portion of the Pro~ect, as shown an Exhibit "H", for the
constr~etron of a new side«alk for the Crty RAND shall complete construct~on of such
side~valk at its sole cost and expense prior to such issuance of a certaficate of occupancy, sub~ect
to the provisions of Section ~ 2 below
{d) Pedestrtan Pathv~~ay Upon natice from the City, RAND shall take
all necessary and appropnate steps to provide an easement across a portion of the ProJect, as
designated by the City, for the construction of a ne«r pedestnan path~vay, provided that {a) the
design and location of the pathv~~ay are mutually agreeable to RAND and the City, and (b} the
City and R.AND finalize such design and location on or before one hundred twenty {120) days
pnor to expected issuance of a certificate of occupancy The City shall not withliold any permrt
or approval for the Pro~ect, incluc~ing ARB approval, if the design and alignment is not
733610Q002-1 a98442 22 12
sufficiently resolved at the time RAND seeks s~ch permrt or approval RAND shall complete
construchon of such pathtivay at rts sole cost and expense pnor to issuance of a certificate of
occupancy, sub~ect to the provisians of Section 4 2 belou-
2 7 2 Main Street Dnvewa~. Upon notice from the C~ty, RAND agrees to
relocate the northern dnvEivay to its subterranean parking from Main Street to Olympic Dn~e
provided that {a} Olympic Dnve will be constructed beh~een Mam Street and the dr~veway pnor
to opening of the ne~v drivEway, (b) the Agency provides access across the Agency's property by
conveyance of fee interest, easement or other means mutually acceptable to RAND and the
A~ency, and (c) the design of the nev~~ driveway is mutually acceptable to RA1]D and the City
? 8 Parking Except for the drop-off vehicle zone reserved at the entry caurt, ail
parking shall be located in the Subterranean Park~ng Garage as sho«-n on the Pro~ect Plans.
Nat~~~ithstanding anythmg to the contrary contamed in this Agreement or the Exishng
Regulations, the parkin~ provided for the Pro~ect shall be 825 spaces, provided, ho«ever, that
RA.~"D may pro~-~de up ta 1030 spaces if requ~red by the California Coastal Commiss~on The
pro<<isions of this Section 2 8 and the Pro~ect Plans set forth the exclusive off-street parking
requirements for the Pro~ ect and supercede all other m~nimurn space parkir~g requirements under
the Existing Regulations, including Part 9 44 14 of the Zoning Gode
2 9 Setbacks RAND shall maintain the setbacks for the Property as set forth on
2 10 5igna~e The location, size, matenals and color of any signage shall be re~iewed
by the ARB in accordance ~~~th the procedures set forth m Article 6 All signs on ~he Property
shali be sub~ect ta the Santa Momca Sign Code, a copy of whfch is included as Exhiblt "I"
ARTICLE 3
CONSTRUCTION
3 1 Gonstruction Miti,~ahan P1an Durmg the construction phase of the Pro~ect,
RAND shall comply wrth the Construct~on Mitigatfon Plan {"Construchan Mitigation Pian"}
attached as Exhibrt "N" hereto
3 2 Gonstruction Stagmg Sub~ect to the Agency's approval, RAND shall have, for
the duratian of the construction of the Pra~ect, the nght to use the Agency Parcel for ingress and
egress and that partion of the Agency Parcel kna~vn as the "p~t lot" (the "Prt Lot") and the area
ad~acent to the Kenter Canyon storm drain for construction staging purposes {the "Construction
Staging Areas"}, as more particularly descnbed "J" and mcorporated herein by tlus
reference RAND shall not be required to obtam any additional permit for such use, uicluding
but nat limited to a temparary use permrt
733610D002-10g8442 22 13
3 3 Alley Access If RAI~'D can provide alternate access which is reasonably
sufficzent, as determmed by the Planning Director to allowv for the provision of trash pick-up,
deli~ery and parkmg access to the Ocean Lodge, Chez Jay, and RAND's own existing facilit~es,
the City shall pErmit RAND to c~ose temporarily the portion of the Alley as depicted in
Exhibit "K" during its construcnon penod for the safety and protection of persans who would use
a portion of the a11ey, provided that RAND shall restore the Alley as showrn on E~ubit "L" pnar
ta issuance of a certificate of occupancy far ~he Pro~ect.
~ 4 Construction Hours RAND shall ~e permitted to perform canstruction between
the hours of 8 40 a rn to 6 00 p m Monday through Friday, and 9 04 a m to 5 04 p.m Saturday,
provlded, however, that (a) cancrete pours may begin at 7 00 a.m Monday through Fnday and
8 00 a m Saturday and may continue until 1~ 00 p m Monday t~'ough Saturday, as needed,
sub~ ect to the condit~ons and public notice requirements set forth in the Construchan Mrtigarian
Plan, and {b) intenor construct~on v~~ark ~1~hich does not generate noise audible beyand the
Property lme may alsa be performed between the haurs of 7 00 a.m. to S 00 a m and 6 00 p m
to 7 40 p rn Vlonday through Fr~day, and 8 OD a m to 9 DO a m and 5 00 p.m to 6 00 p m
Saturday
ARTIGLE 4
PROJECT FEES, EXACTIO?vS, MITIGATIOI~ MEASURES AND CONDITIOI4S
4 1 Fees, Exactions, MFtigation Measures and Conditions
(a) Fees and Exactions RAI`?D shall be respansible for the payment of only
those fees and exactions as are expressly set forth on Exhibit "C-1" in connechon wrth the
de~leiopment of the Pro~ect
(b) Mrtigation Measures and Condrtions of Approval. RAND shall be
responsible anly for the and implementation af those mingataon measures and conditions of
appro~al as are expressly . "C-2" at#ached hereto
4 2 Agency Contnbution Over OPA Limit The Gity acknowledges that the OPA
pro~ides that, m the e~ent RAND obtains entitlements for any construction on the Property, and
in the e~~ent RAl~~D provides e~~dence satisfactory to Agency that R.AND has expended more
than Qne Ulillion Seven Hundred Thousand Dollars {~1,700,Q00) in payments to the City and to
third garties mutually a~eed to by Agency and RAND to rece~ve payments for pernuts, fees
(mcludtng casts far an en4~ronmental impact r~port}, exacrions (includmg RAND's direct
contnbutions for child care}, off-s~te impro~-ements anci/or mrtigations (incluc~tng dlrect design
and engineenng v~rork required far specific improvements} to sarisfy the conditions af appra~al
imposed by the City upon such ent~tlements, then Agency shall contribute the amount m excess
of that S1,700,D~0, up to a maximum Agency contnbutfon equal m amount to the lower of {a) the
actual and reasonable out of pocket costs to RAI~~ for the remediatu~g and disposmg hazardous
matenals and demolash~ng RAND`s existing facihties on the City Parcel (the "Demolrtion Work"}
~3sslaooo~-~ossaaz zz ~ 4
and remediation of tmpro~fements {exclud~ng soil remediat~on costs), or (b) Two Million Three
Hundred Thousand Dollars ($2,300,000} tira costs associated with documentary transfer t~es,
transaction-related consultmg fees or other transaction costs associated ~~vrth the acqiusit~an
praperty close of escrow under the OPA shall be considered when calcularing the aforementioned
One Million Se~~en Hundred Thousand Dollars ($1,700,000) in payments to the City.
~ 3 Permitted Fees, Exactions.'1~Irt1~atlon Measures and Conditions Except as
e~cpressl}r set farth m Sections 4 4(relanng to madifications) and 5 2 1{relating to Subsequent
Code Chan~es) belaw, the City shall only charge and impose those fees, exactions, mitigat~an
measures and conditions, including, without limitation, dedicatians and any other fees relating to
development ar the privilege of develapmg the Property, as are set forth in Exhibrt "C' attached
hereto, and the City may not ~ncrease or add such fees, mitigation measures, cond~tions or
exactions If any of the mitigation measures or condrtians set forth on Exhibit "C" are satisfied
b~ athers, RA?VD shall be deemed to ha~re satisfied such measures or condrtions
~ 4 Gondit~ons on ?Vlodificatians The City may ~mpose fees, exactions, mitigation
measures and cond~tions in connecnan w~th ~ts appro~tal of ~mor or Ma~or Modifications,
pravided that such approval shall be sub3ect to the following conditions (i) if RAND «ill occupy
the Pro~ect, all such fees, exacnons, mrtigation rneasures and conditfons shall be assessed on a
"net° basis consistent with Option I af the EIR, and (i~} alI fees, exactions, mitigation measures
and conditions shall other~uise be in accordance wzth applicable law.
~4 5 RAIvTD Contnbution to Early Childhood Development Programs
{a) Early Childhood Education Center RAND sha11 contnbute to the City the
s~un of ~500,040 far the purpose of supportmg a future early chiltlhaod development center ("the
Center") in the Civic Center Distnct RAND shall provide the City payment ~n full prior to
rece~emg a bwldmb permit for the Pro~ect T'he City sha11 deposit such contr~bution into an
interest-beanng trust fund account (the "Fund") that will accrue interest during the period from
initial payment by RAND until depletion of the Fund All principaI and interest frarri the Fund
shall be used solely for the purpose of promoting fall-day affordable, qualrty ch~ldcare and early
child development opportunitzes for young children (infants through pre-school)
Pnncipal and mterest from #he Fund will be disbursed by the City in annual
payments to support Center operations, begmrung at the time that RAND recelves a certificate of
occupancy for the Pro~ect The number, and amount of such disbursements ~3n11 be deter~nmed
bv mutual agreement of the City, RAND, and the Center operator Durmg the term of the Fund,
in cons~deration of RAND's contnbution, the Citv shall earmark 25 percent of annual
disbursement for hution subsidies for the children of RAND employees based on a sl~ding scale
turtion schedule considenng family income, family size and other re~e~~ant financial
cucumstances The balance of the annual disbursement shall be designated for the benefit of
children m the Santa Monica comrn~mty at the City's good farth sole discrenon RAND
appiicants wrth the lowest total household income shall receive pr~onty for the tuinon subsidies
The sliding scale tuinon schedule shall be development by the mutual agreement of the C~ty,
R~I~'D, and the Center operatar Other enrollrnent pnonties shall be determined by the Crty
73361 Q4D02-1098442 22 15
R.AND emplayees not qualifying for tuition subsidies may enroll their children on
a full-cost, space a~~ailable basis RAND shall use reasonable efforts on an ongoing basis to
mform its employees of opportunrties available at the Center and the availability af turtion
subsidies for those families who are eligible
If the Center is not yet fully operatianal at the time the Pro~ect recei~es rts
certificate of occupancy, R.A1~TD shall have the option in its good fa~th sole discretion to darect
the Crty to be~~n the t~.ut~on subs~dy pra~ram at alternat~~e fac~ht~es
If the Pra~ect does not rece~~~e rts certificate of accupancy, the 5500,OOD
contnbution and accrued intexest shall be returned to RAND upon expxration of ~ts vested rights
as set forth in Sectian 2 5 5 abor~~e
(b} Policy Analysis Partnership on GYuldhood Development and Educahon
In partnership wrth the Center and other child-related anc~ educat~on-related initiati~es of the
commuruty, RA_~'D shall also use r~asonable good farth efforts to pursue funding opportunities
from governmental or philanthropic sources for «~ork aimed at improving the state of l~owledge
and pramising practices for early cluldhood deve~opment and education, incluc~ng pohcy
research and early childhood de~~elopment program plamm~g, implementation and evaluation
The long-term goal of these activitles is to deveiop a"lab school" m the Ci~~c Center to serve as
a model program and to act as a facal point for early chilclhoad development ach~rties of other
institutians in the communtty RA_.'v'D shall develop a ~vntten plan {~ncludmg a pro~ect proposal
develapment strategy and time iine) far addressmg this ob~ective, involving the City and
commumty-based orgamzations Thfs plan shall be submitted to the City vs~thin twelve (12}
manths of the effective date of the Develapment Agreement Annual status reports detaihng
successful initiatives and pro~ects as well as planned activities far the subsequent year shall be
made aeailable to tne City wrthin ninety (90) days after the close of each calendar year At five
{S) year mter~als, R.AND, the City, and designated cornmumty-based organ~zations will reviev~r
the accomplishments of this irutiative and determine by mutual a~eement what, if any, changes
m pragram focus or activrties may be appropnate
(c} Commumty Access to Early Childhood Development Research On an
annual basis RA~TD shall ~vork wrth City public schoals and cornmnnity partners to convene a
commuruty conference for the purpose of providing communrty access to and awareness of
current research from RAND and other experts on a broad range of cluld-related topics mcluduig
early childhood de~~elopment and education policy This conference shall be broadly advertised
in the Crty to encourage the maximum feasible participation by local early childhood educators
and commuruty memhers RAND shall also provide electronic community access to RAND
research publications on chfld-related issues Working ~vrth local commumty organizations,
RA\'D shall develop a child pohcy web-based mformation resource capabilrty These efforts
shall commence witlun twelve months of the effectrve date of this Developrnent Agreement
Annual status reports detaihng the status of these inrtiatives and activihes planned for the
subsequent year, sha~l be made available to the City within 90 days after the close of each
calendar year At five (5} year mtervals, RAND, the City and designated commuruty-based
organizatians will review the accomphshments of this initiative and determane by mutual
~3ssiooaa2-~ossaa2 z2 16
agreement ~vhat, if any, changes in program focus or activities may be appropnate.
ARTICLE 5
EFFECT OF AGREE?VIENT O~r CITY LAWS AND REGULATIONS
5 1 Development Standards for the Propert_y; Existing Regulations The follow~ng
de~-elopment standards and restrictions set forth in this Section govem the use and development ~
of the Project and shall constrtute the Existmg Regulations, except as ot~ervvise provided herein
5 l 1 Defined Terms
(a} For purposes of this Section 5, the following terms shall have the
meamngs set forth belati~,~
(1} "Existing Regulat~ons" collechvely means all of the
follo«•ing which are in force and effect as of the Effective Date (i) the General Plan (mcluding,
«ithout limitation, the LUCE), {ii) the City's Zonmg Code, (iii) the CCSP, as amended, and
{i~~) an5~ and all arc}inances, rules, regulations, standards, specifications and official policies of
the Gity go~=erning, regulating or affectmg the demolit~on, grading, design, development,
building, construction, occupancy or use of build~ngs and improvements or any exactions
therefor
(2} "Subsequent Code Changes" collectlvely means all af the
fallowmg which are adopted or approved subsequent to the Effechve Date, whether such
adoption or appro~ al is by the City Council, any department, div~sion, office, baard, commission
or other agency of tne Ctty, by the peop~e of the City through charter amendrnent, referendum,
imtiati~~e or other ballot mzasure, or by any other rnethod ar procedure {i) any amendments,
revisions, additions or deletions ~o the Existin~ Regulations ar(~i} new codes, orduiances, rules,
regulations, standards, specificat~ons and o#f cial pohcies of the Grty go~vernu~g or affecting the
grad~ng, design, dere~opment, construction, accupancy or use of buildangs or improvements or
any exactions therefar "Subsequent Cade Changes" includes, wrthout lunitation, any
amencirnents, revisions or addrtions ta the Existing Regulanons lmposing or reqwnng the
payment of any fee, special assessment or tax
~a3s~oooa2-~asaaaz 2z 17
Except as pro~~ided m Section 5.2, development of the buildings and
improvements, mcluding «~rthout limitation, the de~telopment standards for the dernolition,
grading, design, developrr~ent, construction, occupancy ar use of such build~ngs and
impro~ements, and any exactions therefar, shall be gaverned by the Existing Regulations. Any
provisions of the Existing Regulat~ons ~nconsistent wrth the provisions of this Agreement, to the
extent of such mconsistencres and not further, are hereby deeined modified to that extent
necessary to effectuate the provisions of tlus Agreement The Pro~~ct shall be exempt from
(a) al1 discretionarv acts ar revie~v by the City or any body or agency thereof, other than
arclutectural review as specified in Section 6 1, ~t being understood that any subsequent rer~~e~~
shall be ministenal, (b} the apphcation of any subsequent local development or buil~ng
moratona, development or building rationing systems or other restrictions on development
("Building Moratona') which ~~ ould ad~~ersely affect the rate, t~ming, or phasmg of construction
of the Pro~ect, and (c) Subsequent Code Changes which are inconsistent with this Agreement
~ 2 - _ Code Ghan,~es
5 2 1 This Agreemen# shall not prevent the Ctty from applying the follov~ring
Subsequent Code Changes to the development
{a} Processing fees and charges impased by the City to cover th~
estunated actual costs to City or processing applicanans for development appro~~als mcluding
(i) all application, pernut, and process~ng fees incurred for the processing of this Agreement, any
admimstrative approval of a Mmor Modification, or any amendment of this Agreement in
connechon ~~~rth a Ma~or Modification, (ii) a11 buildmg plan check and build~ng inspection fees
for work on the Praperty in effect at the t~me an applicat~an for a grac~ng permrt or buildmg
permit is apphed for, and {iii) the public works plan check fee and puhhc works inspection fee
for public improvements constructed and mstalled by RAND, for mor~tonng compl~ance v~~th
any development approvals, ar for monrtonng compl~ance wrth en~~ronmental impact mit~gation
measures, provided that such fees and charges are uniformly rmposed by the Crty at sirnilar
stages of pro~ect development on a11 similar apphcations and for all similar momtoring
{b} General or special taxes, mcludu~g, laut nat limrted to, property
t~es, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied
ta the Property or to businesses occupying the Property, pravided, however, that the tax {i) is of
general applicability City-wide and does not burden the Property dispropornonately to other
institurional development wrthin the City, and (ii) is not a levy, assessment, fee or taa~ imposed
for the purpose of funding pubhc or pn~ate unprovements an ~he Agency Parcel or other
prapert,~ located ~;~ithin the CGSP area ("Impro~~ement Assessments"), except as expressly set
forth on Exl~ubrt "G° attacr~ed hereto
(c) Procedural regulations relating to hearing bodies, pet~tians,
apphcarions, notices, documentation of findings, recards, manner m which hearings are
conducted, reports, recommendations, mrtiation of appeals, and any other matters of procedure,
provided such regulations are uniformly imposed by the City on all matters, da not result ui any
unreasonable deciszon-making delays and do not affect the substantive findmgs established m
7s3s~ ooaa2-~ osaaa2 zz 1 g
tlus Agreement
(d} Regulations governmg construction standards and specificat~ons
~vluch are af general applicat~on that establish 5tandards for the construction and installation of
sti-uctures arid assaciated improvements, includ~ng, vv~thout limrtation, the City's Biuldmg Gode,
Plumbing Code, Mechaivcal Code, Electncal Cade and Fire Code, proti~ded that such
construction standards and specifications are applied on a City-wide basrs and do not unpair the
Pro~ ect approvals granted in this Agreement
{e} Any City regulations to w#~ich R.AND has consented in tivr~tin~
{f} Callection of such fees or exactions as are imposed and set by
governmental enhties not controlled by City but which are required to be collected by C1ty
(g) Regulatians ~vhich do not fmpair the nghts and approvals granted
ta RA~TD hereunder Far the purposes of this Section 5 2.1(g), regulations which lmpair
RA~TD's nghts or appra~raIs ~nclude, but ar~ not hmrted to, regulat~ons (a} ~~hich mater~ally
mcrease the cost of the Pro~ ect (except as provided in Section 5 2 1(a), (b) and {d} above),
(b) ~~~h~ch would materially delay development af the Pro~ect, includmg but not llmited to,
R.AND's ability to obtam a buildmg permit or certificate of occupancy ZvitYun the rime penods
proti~ided in Section 2 5 5 aba~ e, or (c) which decrease the Project's densrty ar height, ~ncrease
the setbacks or reqtured parking, ar restrict the permitted uses prov~ded herein.
5 2 2 Th~s Agreement shall not be construed to prevent the City from applying
nev~r rules, regulations and policies m~a~hich clrcumstances as are speclfied in Government Code
Section 65$66
5 3 IncorporatiQn of De~~elopment Szanaaras The aeve~opment stanaards and
procedures in Section 2 shall also go~~ern the development of the Property and shall be part af the
Existing Reguiations
5 4 Common Set of Existm~ Regulations Pnor to the Effect~ve Date, City and
RAND shall use reasonable efforts to identify, assemble and copy three ~dentical sets af the
Existing Regulahans, for the Crty and RAND, so that if rt becomes necessary m the future to
re£er to any of the Existang Regulatians, there will be a common set of the Existmg Regulatio~s
available #o all parties
5.5 Confl~ctmg Enactments Except as provlded m Sect~on 5.2 1, any Subsequent
Gade Ghange wh~ch ~~rould confIict in any way with or be more restr~ctive than the Exist~ng
Regulanons shall not be apphed by City to any part of the Property RAND may, in its sole
discrehon, give City ~~~ritten not~ce af its election to have any Subsequent Code Change applzed
to such portion of the Property as it may~ o«~n, in wYuch case such 5ubsequent Code Change shali
be dEemed to be an Applicable Rule insofar as that portion of the Property is concerned In the
er~ent of any canflict or mcons~stency between the terms and condrtions of this Agreement and
the Existing Regulations, the terms and conditions of this Agreement shall control
~336'~00002-1098442 22 1 g
5 6 Timing of Development Because the California Supreme Court held in Pardee
Construction Co v City of Camar~llo, 37 Cal.3d 465 (1984}, that fa.alure of the parties to provide
for the t~xning of development resulted ~n a later adopted mitiative resmchng the tim~ng af
develapment to prevail over the parties' agreement, rt is ti~e intent af RAND and the City to cure
that deficiency by expressly acknowledgmg and provid;ng that no Subsequent Cade Change that
purports to l~mit the rate or timmg of development over time or alter the sequenculg of
deti~elopment phases, whether adopted or imposed by the Crty Council or through the imhat~~re or
referendum process, shail apply to the Property or pre~~a~l over this Agreement In particular, but
~ti~thout limiting any of the foregoing, no numencal restnct~on shall be placed by City on the
amoun# of square foatage that can be built each year on the Properry
ARTICLE 6
ARCHITECTURAL REVIEW BOARD
6 1 Archrtectural Re~ie«,~ Board Appro~al and Exemption from Chapter 9 36 In order
ta meet the establ~shed milestones for construction, demol~tion and deliverance of the Agency
Parcel to the Crtv as set farth m the OPA and Lease, RAND must begin preparation of the
Pro~ect's ~~,~orkmg drawings an an accelerated basis Therefore, certaln elements of the design
re~~iew pracess have been mcorporated m the re~iew process of this Agreement and wtill be
considered and approved by the Crty Cauncil pursuant to tlus Agreement to allaw RAND to
commence such ~ijorlcing drawmgs with some degree of certainty
6 1 I ARB On1y the Pro~ect's signage and extenor and ground-level courtyard
landscaping plans shall be sub~ect to re~iew and approval or conditional approval hy the ARB m
accordance with design re~ ie~~- procedures in effect under the Existing Regulat~ons The ARB
sha11 not re~ iew any features ~~hich are specifically approved by this Agreement or ~n the Pro~ect
Plans attached as Exh~brt "B" The ARB shall have no author~ty to disapprove or condrtionally
appro~e or otherwise adversely a#fect any features ar matters which have been specifically
approved by tYus Agreement ar in the Pro~ect Plans (including, but not lirnrted to height, density
and setback or the structural desfgn of the Pro~ect) unless expressly authonzed to do so by tlus
Agreement Decisions of the ARB are appealabie to the Pianning Commission m accordance
~vrth the Existin~ Regulations
6 1 2 Exemption From Section 9 36 of Code Notwithstanding anything ta the
cantrary contained herein or m the Existing Regulatians, unless RAND's ~ested nghts expire
pursuant to Section 2 5 5 abo~ e, RAI~'D shall be exempt from, and not be required to obtain any
further certifcarion ar other approval under, Chapter 9 36 of the Zomng Code in connection with
the demolition of the existing RAND building
ARTICLE 7
~a3sjooaa2-io9saaz ~z 20
CITY TECHNICAL PERMITS
7 1 Defimtions For purposes of this Agreement, the following terms shali have the
ineanings set forth below
7 1 1 "Technical City Permits" means any mirustenal approvals, consents or
permrts from the City or any office, baard, commission, department, divlsion or agency of the
Crty, ~~hich are necessary for the actual construct~on of the Pro~ect or any partion thereof ~n
accordance w~ith the Pro~ect Srte Plan, Schematics and this Agreement Techmcal City Permrts
include, ~i~ithout Iimitation (a) building perm~ts, (b) related mechamcal, electncal, plumb~ng and
other technical permits, and (c) demohtion, excavation and grading permits.
7 1 2 "Technical Permit Apphcarions" means any applications reqiured to be
filed b~T RAND for any Techrucal City Permrts
7.2 Dingent Action by City
7 2 1 Upan satisfaction of the conditions set forth in Section 7 3, the City shall
accept the Technical Permrt Appl~catians and Certificate of Occupancy mspection requests filed
bv RAND ~vith the Ctty and shall diligently proceed to process such Techmcal Permrt
Applications and Cernficate of Occupancy inspechon requests to completion
7 2 2 Upon satisfacrion of the condrtzons set forth m Section 7 3, the Crty shall
dili~ently issue the Technical City Permits and Certificates of Occupancy which are the sub~ect
of th~ Technlcal Permit Applications and Certif cate of Qccupancy inspection requests.
7 3 Condit~ons for D~ligent Action By the C~t_y.
7 3 I The obligation of the City to accEpt and diligently process the Techmcal
Permrt Applications tivhich are filed by RA_'v'D in accardance with Section 7 2 1 is sub~ect to the
sat~sfaction of the follo~~~ing condrtions.
(a) RAND shall have completed and filed a11 Techrucal Permit
Applications which are requ~red under the admimstrative procedures and pohcies af the City
«hich are in effect on the date ~~vhen the Technical Permrt Apphcahan is filed, pro~ided that such
procedures and policies are unifonniy m force and effect throughout the Crty.
(b) RAND shall have paid all pracessing and permit fees established
by the City m connection ~~ ith the filmg and processing of any Technical Permit Applicarion
«hich are in effect on the date when the Technical Permrt Application is filed, proaided that such
fees are uruformly in force and effect throughout the City ("Appl~cable Permrt Fees")
Section 6 1 1 above
(c) RAND shall have obtained the approval of the ARB referred to in
7336100002-1098442 22 21
7 3 2 The obhgat~on of the City to issue a Techn~cal C~ty Permit for a propased
buildmg under Secuon 7 2 2 which is the sub~ect of a Techmcal Perrnit Apptication filed by
RAND is sub~ect solely to the sat~sfaction af the following conditians.
(a} RAI~rD shall have camplied with all of rts obligations under th~s
Agreement which are required ta be perfarmed pnor to or concurrent wrth the issuance of the
Techrucal City Permrts for the proposed btuldmg.
(b) RAND shall ha~ e recei~~ed any permits or approvals fram other
governrr~ental agencies which are required by law to be issued pnor to or concurrent ~;nth the
issuance of the Techmcal City Permrts for the proposed builc~.ng
(c) The proposed buildmg confarms ta the development standards for
that buildmg established in this Agreement In the event that a proposed bu~lding is not m
conformance, RA~~"D shall ha~~e the r~ght to seek any relief from such standards under the
procedures then available in the City
(d) The proposed building conforms to the Admu~ustratlve and
Technical Construct~on Codes of the Crty (Article VIII, Chapter 1 of the Santa Moruca
Munic~pal Gode) {"Technical Codes") in effect on the date that the Technical Permit Apphcation
is ~ssued
7 3 3 From time to t~me, the City's Tecluucal Codes are amended to meet new
techrucal requirements related to techn~ques af buiiding and canstruction. If the sole means of
ach~eving comphance for the Pro~ect with such revisions to the Techmcal Codes made after the
Effect~~e Date ("New Technical Requirements") w~uld require an mcrease from the allowable
Building Height established m this A~eement for ~he Pro~ect, then the Planning Dxrector is
hereby authonzed to grant RA~]D limited relief from the allowable Buildmg Height wrthaut
amending this Agreement Any such approval shall be granted only after the Plannang Director's
receipt of a wntten request for such relief from RAl'VD. RAl~TD is required to supply the
Planrung Director ~vith u~rrttten documentahon of the fact that compliance wrth the New
Techiucal Requirements cannot be achieved by some other rnethad. Any such rehef shall only
be granted to the extent necessary in the P1annFng Directar's determination for RAND to comply
~~ ~th the New Technical Requirements
7~ Duratian of Techmcal City Permits The durat~on of Techmcal C~ty Permits
issued by~ the City m accordance «rth Sect~an 7 2 2, and any extensions of such Techrucal C1ty
Fermits, shall be established in accordance ~vith the Techrucal Codes in effect at the time that the
Technical City Permits are issued The lapse or expiratian of a Technical City Perm~.t shall not
preclude ar impair RA~TD from subsequently filmg another such Techmcal Permit Applzcation
dunng the Term of this Agreement {sub~ect to the vested nghts time lunits establ~shed m
Sect~ons 2~_5 of this Agreement), wh~ch shall be pracessed by the Ciry in accordance wrth the
provis~ons of this Article 7
733"oi00402-1498442 22 22
7 5 Demolition Perm2ts RAND shall demolish the exishng improvements on ~e
A~ency Parcel in h~-o phases The first phase of demalrtion shall be the residential buildings
front~ng Ocean Avenue (the "Ocean Avenue Improvements"), and the secand phase of
demalrtion shall be the existing RAND facility {the "RAND Impravements") RAND shall be
exempt from #he requzrernents of Sections 9 04 10 16 O10{2} and (3) of the Zonmg Code (which
~vvuld otherwise require RAND to abtam (a) a permit to commence construction of a
replacement pro~ect or (b) approval of a property maintenance plan, in order to obtain a
demolition permit)
7 6 Temporary tise Permrts The Property is currently th~ srte wtuch serves a port~on
of the parking needs for the RAI~"D Improvements Commencement of construct~on af the
Pra~ect «ill requ~re the demol~tion of such parking iot and the relocation of the parking ta an
alternate s~te The Agency and RAND have agreed pursuant to the terms under the OPA and the
Lease that R.AND may use ~he portion of the Agency Parcel previously occupied by the Ocean
A~~enue Impro~~ements for a temporary sttrface parkyng lot serving RAl~'D's temporary parking
needs dunng the constructzon process, {the "Qcean Avenue Site"} In the e~ent that the Praperty
and the Ocean Avenue Site are hoth unavailable for park~ng due to concurrent demolrtion, the
Grty shall permrt RAND to utihze an offsrte location temparanly to provide necessary parking
until the Ocean Atienue S~te can be used for parkmg. ~ot~~rrthstandtng anything to the contrary
contained in Sect~on 9 04 20 06 of the Zoning Code, the City shall diligently process and issue a
temporary use permit for RA.'~"D's use of the Ocean Avenue Site far parlcing as shawn on
"M" attached hereto (the "Temporary Use Permxt") The Temporary Use Permrt shall
expire upon the lssuance af a certtficate of occupancy for the Pro~ect Notwithstandmg anything
to the contrary contained herein or m the Exis#ang Regulatlons, the surface parking lot on the
Ocean Avenue Site may be a gravel lot consistent with the existing parlcing lot on said property,
and RA'.~'D may recycle the patiTement on the Properiy to use to cover the Ocean Avenue Si~e in
arder to meet the C~ty's sustainabil~ty goals The Temporary Use Permit sha11 not be conditioned
e~cept as e~cpressly set forth m Exhibit "G" Also nori~~ithstanding anything to the contrary
contained herein ar rn the Exisring Regulatians, (a) the temporary use of a parkmg lat shail not
be sub~ect to addrtionai C~ty permits, approvals, licenses or ~nspections, and (b) comphance wrth
performance standards shall not be required for the issuance of ~his Temporary Use Permit,
except as expressly shown on Exhibit "~VI" attached hereto
7 7 I~Torth Lot and Ocean Avenue Lot Restnping Norivrthstanding anythmg to the
contrary contained herein or in the Existing Regulations, RAND may restnpe the existing Nortb.
Parking Lot and Ocean Avenue Lot as shati~~n on E~rlubrt "M" at~ached hereto to pro~ide tandem
spaces during the construct~on phase of the Pra~ect
7 8 Certificate of Occupancy The parties contemplate that upon the completion of
the Pro~ect RAI~~D shall move inta the Proaect and therea8er demolish the exisnng R.AI~TD
Impro~ ements on the Agency Parcel and a portian of the RA_'VD Parcel Therefore, the ~ssuance
of a temporary certificate of occupancy far the Pro~ect shall not be contingent on the pnor
demolrtion of RAND Improvements or t~ie priar ~nstallation of landscaping on the RAND Parcel
1n the current location of such Impro~ements, wluch are to be demolished. As a condation to the
City's isswng a final cemficate of occupancy, RAND shail either (a) complete such demalrtion
~336100002-1698442 22 2~
and mstallanon of landscaping for the RAI~~D Parcel, or (b) surtably guarantee such campletion
by posting a bond, letter of credit ar ather secunty reasonably satisfactory to the City for the cost
of such landscaping improvements
7 9 Separate Permit for Gara~e The City acknowledges that RAND mtends to
cons#ruct the Subterranean Garage before it has completed construction drawings of the
remainder of the Pro~ect ProGided that RA_'VD complies ~~rth all applicable Existing Regulatians
(as amended by Subsequent Code Changes) and the terms and conditions of this Agreement,
~ncluding Section 7 3 above, the City shall iss~e a separate foundation-anly building permit for
the Subterranear~ Garage
ARTICLE 8
AME~v~MENT AND MODIFICATION
S 1 Amendment and Modificahon of De~elopment Agreement Subject to the notice
and heanng requirement of the applicable Development Agreement Statutes, thls Agreement may
be modified or amended from tune to time only «7th the ~~tten consent of RAND and the City
or their successors and assigns in accordance with the pro~~~sions of the Santa Momca Mumcipal
Code and Section b5868 of the Government Code
ARTICLE 9
TERM
4 1 Effective Date This Agreement shall be dated, and the obligations of the parties
hereunder shall be effecti~~e as of the date upan v~~hich the ordinance appro~mg thls Agreerr~ent
becames effectiae ("Effective Date") The parties shall execute this Agreement within ten (10)
c~~arking days af the Eff'ect~ve Date
9 2 Term
9 2 1 The term af this Agreement shall commence on the Effectrve Date and
shall continue for fift~-five {~5) years thereafter (°Term"), unless the Term is otherwise
terminated pursuant to Section 11 after the satisfaction of all applicable public hearing and
related procedurai requirements.
9 2 2 Upon termination of tlus Agree~nent, the parties hereto shall execute an
appropnate certificate of terinination in recordable form ("Termination Certificate"), which sha~l
be recarded in the officiai records of Los Angeles County
7336100662-1698442 22 24
ARTICLE 10
PERIQDIG REVIEW OF COMPLIANCE
10 i Crty Revie~~v The City shall re~iew this Development Agreernent once each year,
on or before eack~ anmversary of the Effective Date ("Penodic Review"}, in accordance with tlus
Section 10 in order to deterrnine ~-hether or not RA~]D ~s out-of-compllance ~~th any specific
term or provision of this Agreement At comrnencement of each Penodic Re~~iew, the Crty shall
noi~fy R.AND in wnting that said Periodic Re~~evs is or has been commenced
1Q 1 1 E~~idence of Good ~aith Compliance Durmg each Penodic Review, the
City shall require, tn wnting, that RAND demonstrate that ~t has during the preceding
rival~.~e (12) month penod, been m goad faith compl~ance with tlus Agreement. For purposes of
tlus Agreement, the phrase "good faith compliance" shall rrtean the fallowing• {a} conformance
by RAND vs~ rth the requirements of the Exasting Regularions, except as otherwise rnndified by
tlus Agreement, (b) conformance by RAND with the terms and condit~ons of this Agreement,
and {c) the existence of any specified Excusable Delays wluch prevented or delayed the hmely
performan~e by R.AND of any of its obligarions under this Agreement
10 1 2 Information ta be Prov~ded RAND The Crty shall deliver to RAND a
copy of all staff reports prepared in connectian v~rrth a Penodic Review, written comments from
the public and, ta the extent practical, all related exhibits concerrimg such Penodic Re~iew erther
concurrently w~th the delivery of a Notice of Defau~t, defined below
10 1 3 Notice of Default; Cure Rights If during any Penodsc Review, the Crty
reasanably concludes on the basis of substant~al e~~idence that RA..~iI] has n~t demonstrated that
it is in good faith compliance with this Agreement, then the City may issue and dehver to RAND
a~~ntten "Natice of Default" pursuant ta Section 11 1 1 below, and RAl~'D shall have the
opporttulity to cure sucn aefau~t pursuant to Section 1~ 1 2
10 1 4 Failure of Penodic Revie~~v The City's fallure to revie~v at Ieast annually
compliance by RAND u~ith the terms and conditions of tlus Agreement sha11 not constrtute or be
asserted by any l'arty as a breach by any other Party of this Agreement
14 2 Terrrunation of Development A~reement If R.AND fails to tirnely cure any
~tem(s} of non-compiiance set forth m a Notice of Default, then the C~ty sha.ll have the nght but
not the obligation to initiate proceedings for the purpose to terminanng tlus Agreement pursuant
to Section 11 4 belo~v
ARTICLE 11
DEFAULT
11 1 Notice and Cure
~ass~ooaa2-~osaaaz z2 2~
11 1 1 In the event af failure by erther party hereto substantially to perform any
term, covenant or condition of this Agreement which is required an rts part to be performed
("Default"), the non-defaulting party shall ha~:e those r~ghts and remedies pro~~ided in this
Agreement, provided that suc~ nan-defaulting party has first sent a written notice of Default, irt
the manner required by Section 15 1, specifying the precise nature of the alleged Default
{including references to pertinent Sections of this Agreement and the Ex~sting Regulations or
Subsequent Code Changes alleged to have been breached), and the manner in wThich the alleged
Default may satisfactanly be cured {"Notice of Default") In the event of a Default by R.AND,
the 1\otice af Default shall also be prvvided to any Mortgagee af RAND wh~ch has delivered a
Request for Notzce t4 the City in accordance w7th Section 12
11 1 2 In the case of a monetary Default by RAND, RAND shall promptly
commence to cure the identified Default and shall complete the cure of such Default within
thirty (30) busmess days after receipt by R.AND of the Notice of Default or pra~ide e~idence of
Excusable Delay as defined in Section 11 S below In the case of a non-manetary Default by
either party, the alleged defaulting party shall promptly co~runence ta cure the identified Default
and shall complete the cure ~~ ithin thirt}~ (30} days after receipt of the Notice of Default or
pro~~ide eE~idence of Excusable Delay The thirty {30) day cure penad for a non-mone~ary
Default shall be extended as is reasonably necessary ta remedy such Default, provided that the
alle;ed defaulting party cammences such cure promptly after receiving the Not~ce af Default and
continuously and diligently pursues such rernedy at all times until such Default is cured
11 1 3 Notwvithstanding anything to the contrary contained herem, the City's
exercise of any of ~ts nghts or remedies under this Article 11 shall be sub~ect to the provisions af
Sect~on 15 8 below
11 2 Remedies for Vlonetary Default
11 2 1 In the event of Default by RAND u~ the performance of any of its
monetary obhgations under this Agreement wh~ch remains uncured (a) twenty {20} business days
after receipt by RA_~"D of a~vntten notice of default from the Crty and (b} after expiration of
Mortgagee's Cure Penod under Sechon 12 1(if a Mortgagee of RAND has deiivered a Request
for Notice ta the City in accordance with Secrian 12 1), the City shall have available any nght or
remedy prov~ded in this Agreement, at law or in equity All of said remedies shali be cumulative
and not exclusive of one another, and the exercise of any one or more af said rem~dies shall not
canstrtute a waiver or electian m respect to any other available remedy
11 2 2 In the e~~ent of a monetary default by RAND, the City shall not be required
to comply wi~n the procedures set forth rn Sectian 11 4
7335~ 00~~2-1 D9844Z 22 26
11 3 Remedies for Non-Monetary Default.
11 3 1 In the event of non-monetary Default by ~ither party hereunder which
remains uncured (a) after exp~ration of aIl applicable natice and cure penods, and (b} in the case
of a Default by RAND, after the expiration of Martgagee's Cure Penod under Secrian 12.1 (~f a
~lortga~ee af R.~~~ has delivered a Request for Nonce to the City m accordance unth
Section 12 1), the non-defaulting party shall have available any nght or remedy provided u~ this
Agreement, ar pro~-ided at law or in equrty except as prohxbited by this Agreement All of said
remedies shall be cumulative and not exclusi~-e of one another, and the exercise of any one or
more of said remedies shall not constitute a tiva~ver or election m respect to any other available
remedy
11 3 2 Due to the s~ze, nature and scape of the Pro~ect and due to the fact that it
~~~11 not be practical or possible to restore the Property to rts condihon as of the date of this
Agreement once implementation of this Agreement has begun, R.AND may be fareclosed from
other choices i~ may ha~ e had for #he use af the Property or portlons of the Property RAND has
invested significant time and resources, perfarmed extensive plannmg and processing of the
Pro~ ect, and w~ll be investing even more sigmficant time and resources m rmplementing the
Prfl~ect ~n reliance upon the terms of this Agreement Consequently, the C~ty and RAND
acknowlec~ge that monetary damages and remedies at law generally are madequate and that
specific performance fs an apprapna#e remedj for the enforcement of this Agreement.
Therefore, unless otherwise expressly pro~ided herein, the remedy of specific performance shall
be available ta RAND and the C1ty under this Agreement in the event of a non-monetary Default
by the other party
11 3 3 The City and RAND hereby shpulate that RAND shall be entitled to
obtain relief m the form of a~vnt of mandate in accordance with Code of Ci~nl Procedure
Section 1085 or Sectaon 1094 5, as appropnate, to remedy any nan-rnnnetary Default by the Crty
of its obligations and duties under this Agreement Nothing m t~~s Section 11 3 3, however, is
intended to alter #he evidentiary standard or the standard of revie~~ appl~cable to any action of, or
approval by, the City pursuant to thzs Agreement ar wrrth respect to the Pro~ect
11 3 4 R.AND acknov~tledges that the City would not have entered mto tlus
Agreement if the City «~ere to be liable m damages under or wrth respeet to th~s Agreement ar
the appl~catian t~ereaf. Consequently, and except far th~ payment of attorneys' fees in
accordance wrth Section 15 11 and court costs, ~he City shall nat be hable 1n damages to RAND
or to any Transferee, and RA:VD covenants on behalf of rtself and its successors in interest not to
sue for or claim any damages
{a) for any non-monetary Default of, or v~~hich arises out of, this
Agreement;
11 3 4(b} for the takmg, impairment or restncrion of any nght or
mterest conveyed or provided hereunder or pursuant hereto, or
7336100002-1098442 22 27
11 3 4{c} ansmg out of ar connected with any dzspute, cantroversy or
issue regardmg the app~ication or interpretation ar effect of the provisions of this Agreement
I 1 3 5 The City and RAND agree that the provis~ons of Secnon 11.3.4 do not
apply~ if the City has unreasanably or maliciously dtsregarded the terms of this Agreement and
further agree tha# the provisions of Sectaon 11 3.4 do not limit the liabilrty of the Crty, if any, for
damages «~hich (a} are not for a non-monetary Default of ihis Agreement ar wh~ch do not arise
under this Agreement, (b) are not with respect ta any nght or ~nterest conveyed or provided
hereur~der or pursuant hereto, or (c) do not arlse out of or wl~ch are not connected with any
dispute, controversy ar issue regarding the applzcation, interpretatlon, or effect of the provisions
of thas Agreement
11 3 6 The Crty ackno~~,~ledges that RAND would not have entered mta tlus
Agreement if RAND ~vere to be liable m damages in connectron v~~ith any non-monetary Default
hereunder Consequently, and except for the payment of a~torney's fees ~n accordance with
Section 15 11, court eosts, and nuisaf~ce abaternent proceeding, R.AND shall not be liable u~
damages to the G~ty for any non-monetary Default and the City covenants not to sue for ar claim
anv damages for
(a) any non-monetary Default of, or ~i~hich anses out of, this Agreement,
or
(b} arising from or connected w~ith any dispute, controversy or issue
re~arding the application or interpretation or effect of the provisions of this Agreement.
11 3 7 The City and RAND agree that the pro«sions of this Sect~an 11 3 6 do not
limit the l~ability of RAND, if any, for damages which (a} are for a monetary Default, or wluch
do not anse under this Ab eement, (b) are not with respect to any nght or ~nterest conveyed or
pravided hereunder or pursuant hereto, ar (c} da not anse out of or which are not connected with
any d~spute, controversy, or issue regarding the appl~cation, interpretation or effect of the
provisions of this Agreement
11 3 8 Except as protinded herein, the provisions of this Section 11 3 shall not
limit any other nghts , remedies, or causes of action that either the City or RAND may have at
law or equrty
11 4 Termination of A~reement by City
11 4 1 In the event that {a) the Gity finds and determanes pursuant to
Section 10.1, an the basis of substantial evidence, that RAND has not been in good faith
compliance «-~th the terms and canditions of this Agreement, or (b) the City finds and determmes
that there has been a non-monetary Default by R.AND of fts obligations under this Agreement
which has not been cured d~ng the application notice cure penods under Sections 11.1.1 and
11 1 2, the City may commence proceedmgs to terminate or modlfy this Agreement pursuant to
this Secnon 11 4
7saslooaaz-~ossaa2 22 28
11 4 2 The procedures for termination or modificat~on of this Agreement by the
City far the ~-ounds set forth m Secnon ll 4 1 are as follows
(a) The City shall proyide a w~ntten notice to RAND (and to any
Mortgagee of RAl~'D wluch has deli~rered a Request for Notice to the City in accordance af
Sectian 12 1) of its mtention ta termmate ar madify this Agreement unless RAND (ar the
lbiortbagee} cures or carrects the acts or om~ssions that constitute the basis af such
determmations by the City ("Heanng Notice") The Hearing Notice shall be delivered by the
Crty to RAND m accordance ti~~ith Section 15 1 and shall contain the hme and place of a public
heanng to be held by the City Council on the determ~nation of the City to proceed with
termination or modification af t~us Agreement The pubhc hearing shall nat be held earlier than
(i} thirty-ane (31} days after delivery of the Hear~ng Notice to RAND or (ii) if a Mortgagee has
deli~~ered a Request for Notice in accordance with Section I2 1, the day following the expirarion
of the ~~ortga~ee Cure Penod
{b) If, following the conclus~on of the pubhc hearing, the City
Council {i} determines that RAND ~s in Default of rts nan-monetary obligations under tlus
Agreernent or has not been in good faith compliance «~ith this Agreement pursuant to
Sectian 10 1, as applicable and (tr) further determines that RAND (or the Mortgagee, if
applicable) has nat cured the acts or omissions that canstitute the basis of the determ~nat~on
under subsection {i) or if those acts ar omissions could not be reasonably remec~ed pnor to th~
public heanng that RAND (or the Mortgagee} has not in good fauth commenced to cure ar correct
such acts or omissions priar to the public heat7ng or is not diligently and continuously
proceeding therewith to completion the Crty Council may tertriinate or madify this Agreement
The Crty and RAND mutually acknowledge and agree that the City cannot ~laterally modify
the pravisions of this Agree~nent pursuant to this Section 11 4 and that any such modification
requires the consent of RAl~'D In the event that R.AND does nat consent to a modificatian
submitted by the C~ty pursuant to thas Section 11 4, the City Council rnay elect to terminate th~s
Agreement
11 5 Cessat~on of Rights and Obiigat~ons I~this Agreernent is termmated on accaunt
of a Default, the nghts, duties and obhgations of the parties hereunder shall cease as of the date
of such termination except as othervv~se provided m this A~eement If the Crty 1s the
terminating party, then any and all benefits, including money received by the Crty, shall be
retained by the City
11 6 Gompletion of Improvements Nori~ithstanding the pro4~sions of Sections 11 3
through 11 5, but sub~ect to 5ectian 2.5 5 above, ~f prior ta termuZation of this Agreement,
RAND has performed substantial wark and incurred substantial liabihties in good faith reliance
upon a buildmg permit issued by the City then RAND shall have acquired a vested nght to
complete canstruction af the building in accardance «1th the terms of the bu~lding permit and
occupy or use such building upon completion far the use(s} permitted for that buildmg as
dehneated in Sect~on 2 6 above Any building completed or occupied pursuant ta this
Sectian sha11 be considered legal nan-conformmg subjec# to all City ardinances standards and
~sss~ooaa2-iassaaz zz ~9
policies as they then exist governing legal non-conforming buildmgs and uses unless the building
other«~~se complres ~ti~th the property development standards for the distnct in which rt xs located
and the use is otheru~~ise perinitted ar conditionally permitted in the distnct
ARTICLE 12
MQRTGAGEES
12 1 Encumbrances on the Property The parties hereto agree that this Agreernent shall
not prevent or limrt R.AND, m any manner, at R.AND's sole discret~on, from encumbenng the
Propertyt or any port~on thereof or any ~rnprovernent thereon by any mortgage, deed af trust or
other secunty de~=ice securing financmg w~rth respect to the Property (°Mortgage"} The Crty
acknoti~~ledges that the lender(s) pro~iding such financing may require certain Agreement
interpretations and agrees upon request, from time ta time, to meet ~vith RAND and
representatives of such lender(s) to consider in good farth any such request far interpretation
The City u~~ll not unreasonably w~rthhold rts consent to provide any such req~ested mterpretation
Any mortgagee of a mortgage or a beneficiary of a deed of trust ("Mortgagee") on the Property
shall be ent~tled to the nghts and priv~leges set forth in this Articl~ 12
12 1 1~Iortgage Nat Rendered Invahd Except as provided in Sec#ion 12.12,
neither entenng into this Agreement nor a breach of ihis Agreernent shall defeat, render invahd,
d~minish, or impair the lien of any mortgage or deed of trust on the Property made m good fa.ith
and for value
12 1 2 Pnonty of Agreement This Agreement shall be supenor and seruar to the
hen of any IVlortgage Any acquisltian or acceptance of title ar any nght or mterest m or wrth
respect to the Property or any port~on thereof by a Morigagee (tivhether purs~ant to foreclasure,
trustee's sale, deed in lieu of foreclosure, lease termination or othen~vise} shall be sub~ect ta all of
the terms and conditions of this Agreement
12 1 3 Right of Mort~agee to Cure Default
(a0 A Mortgagee may give notice to the Crty, specifying the name and
address of such Mortgagee and attaching thereto a true and complete copy of the Mortgage held
by such Vlartgagee {"Request for Notice") ~f the Request for Notice shall be given, at the same
time the City sends such notice to RAND, the City shall send to such Mortgagee a copy of each
~otice of Default or Hearing I~otace from the Crty to RAND which relates to, affects, or
potent~ally may adversely affect, the mterest of RAND m the Property ar portion thereof which
ser~es as security for the Vlortgage The capy of the I~'ohce of Default or Hearmg Notice sent ta
the Mortgagee pursuant to tlus Section 12 1 3(a) shall be addr~ssed to such Mortgagee at rts
address last fumished to the Crty The per~od within which a Mortgagee may cure a particular
Default shall not begm to run until the City has sent to the Mortgagee such copy of a Nohce of
Default ar Hearmg Notice
73361000D2-1098442 22 3~
{b0 The Ulortgagee, after the copy of such Notice of Default or
Hearing ~otice has been given, shall thereupon have a penod of (a) ten (10} days in the case of
an~ Default in the payment of money and (b) thu-ty (30} days in the case af any other Default,
beyond the cure penod afforded to RAND under ~his A~eement, for remedying the Default ar
causing the same to be remedied ("Mortgagee's Cure Penod"} If RAND shall be ~n Defau~t
hereunder, such Mortgagee shali hatiTe the nght to remedy such Default, or cause the same to be
remedied pnar to the conclusion of the Mortgagee's Cure Penod and otherwise as herem
pro«ded The Crty shall accept performance by any such Mortgagee of any covenant, condition,
or ab eement on RAND's part to be performed hereunder wrth the same force and effect as
though performed by RAND
{c0 The penod of time given to the Mortgagee to cure any Default by
RAVD ~vhich reasonably requires that said Mortgagee be in possession of the Property to do so,
shall be deemed extended ta mclude the penod of tune reasonably required by said Mortgagee to
obtain such possession {by forecloswe, the appomtment of a receiver or otherwise) promptly and
w~ith due diligence, pro~~ded, however, that during such penod all other abhgatians of RAND
under this Agreement,lncluding, v~~ithout limitation, payment of all amounts due, are being duly
and promptly performed
12 1 4 Martgagee Not Obh~ated Under A~reernent
(a0 No Mortgagee shall have any obligation ar duty under thts
Ag~-eement to perform the obhgahons of RAND's or the affirmative covenants of R.AND's
hereunder or to guarantee such performance unless and until such time as a Mortgagee takes
possession or becomes tl~e owner of the estate covered by its Mortga~e, and then only for
obhgatians arising or accruing during or wrth respect to the time a Mortgagee is m possession ar
is the a~~°ner under such estate
(b0 Nothmg m Sectaon 12 1 4(a} is lntended, nor should be construed
ar applied, to limit or restrict in any way the City's authority to terminate this Agreement, as
against any Mortgagee as ~vell as agamst R.AND if any curable Default hereunder (includmg,
«-ithout limitation, any Default in the payment of any amount due) is not completely cured
~r-ithmg the tlme penod allowed ~n Section 12 1.3 for such cure.
ELRTICLE ~3
TRA.'lTSFERS Al~'D ASSIGNMEiVTS
131 Transfersr`Assignments
13 1 1 Not Severable from Ownership Interest in Property. Th~s Agreement shall
nat be severable from RAND's interest m the Property and any transfer of the Property or any
portion thereof shall automatically operate to transfer ~he benefits and burdens of tlus Agreement
~vith respect to the transferred Properry or transferred portions, as applicable
73361~0002-1098442 22 31
13 1 2 Occupation Ri~hts Unless the Development Agreement is amended, the
ProJect may only be occupied by an entity other than RAND if the following condatzons are met
{l} Vo more than a combined total af 15,000 square feet of the Pro~ect may be leased to entrties
other than RA.~'D, (2) the entrty or entities rnust conform to the permrtted uses set forth m
Section ? 6 1 and (3} pnor to entenng mto a bindmg lease agreement to rent such space to
qualified tenants, RA~'VD shall submrt a w-rrtten request to the Plaiuung Director sethng forth m
reasonable detail {a) the ident~ty of the tenant(s}, (b) the nature of the proposed use, (c} the nature
of the potential environmental nnpacts and (d) information sufficient to demonstrate that Sectian
13 1 5 will be implernented The Plannmg Du-ector shall consider such request ~vith reasonable
promprness, but in all cases «~ithln thirty (34) days and shall apprave the proposed lease(s) if he
or she determines, m h1s or her good faith reasonable discretion, that the en~~ronmental unpacts
of the proposed user{s} vvill be no more than the enti-~ronmental impacts adentified tn the Option 1
Anaiysis of the August 2000 Final Environmental Impact Report prepared for the Pro~ect
{"identified en~~ronmental impacts") and that Section 13 1.5 will be implemented Proposed
leases to users v~rhich ha~~e environmental impacts wYuch are ~eater than the identified
environmental impacts or proposed leases which cumulatively total more than 15,OD0 square feet
of space in the Pro~ect shall be considered Ma~or Modifica~~ons sub~ect ta City approval as
provided in Section S 1
For purpose of this Sectaon 13 1 2, occupation of the Pro~ect by RAND's
subsidiaries or affihates controlled by or under comman cantrol wzth RAND shall be consic~ered
to be occupation of the Pro~ect by RAND
13 1.3 Transfer Rights Sub~ect to the Agency's Rtght of F~rst Offer under the
OPA and Section 13 1 2, RAND may sell, transfer, exchange, encumber ar otherwise dispose of
rts interest in the Property {"transfer"), if the followu~g condihons are met• (1) the transferee must
conform to the permitted uses set forth m Section 2.6 1 and (2) pnor to a transfer becommg
effectrve, RAI~'D shall submit a wntten request to the Planning Director setting forth in
reasonable detail {a} the identity of the transferee, {b) the nature of the proposed use, (c) a
detailed analysis of the enviranmental irnpacts of the propased use and {d) informat~an sufficient
to demvnstrate that Section 13 1 5«~ill be implemented The Plannmg Director shall canduct an
independent analysis of such fnformation ~~ith reasonable promptness, but ~n all cases «rthin
one-hundred and fi~~e {105) days and shall approve the proposed transfer if he or she determ~nes,
in his or her goad faith reasonable discretion, that (a) the environmental ~mpacts of the proposed
transferee w~ll be na more than the environmental impacts idennfied in the Optaon 1 Analysis of
the August 200Q Final En~~ironmental Impact Report prepared for the Pro3ect ("~dent~fied
environmental impacts"} and (b) the transferee conforms to the pennitted uses set forth in Sectian
2 b 1 Proposed transfers to transferees (a} ~~vhich have environmental impacts wluch are greater
than the rdentified environmental impacts ar {b) ~vhich do not conform to the permrtted uses set
farth in Sectian 2 6 1 shall be considered Ma~or Modifications sub~ect to City approval as
pro~~ided in Section 8 1
13.1 4 Release Upan Transfer Upon the sale, transfer, ar exchange of all of
RAND's nght, ntle and interest to the Property ~n accordance wrth Section 13.1.3, RAND shall
7336100002-1098442 22 32
be released from its obhgations under this Agreement with respect to the Property if (a) RAND
has provided «~tten notlce of such transfer ta Caty, and (b) the Praperty Transferee executes and
dehvers to Grty a ti~~tten agreement in which the Praperty Transferee expressiy and
unconditionally assumes all of the abligat~ons of RAND under this Agreement ~vith respect to
the Property
13 1~ Transportahon Mana~ement. In the event that the Pro~ect is occupied by
multiple tenants, a Transportatian Management Associa~ion {"TMA") for the Pro~ect shall be
establ~shed to assure that transportation demand management strategies contmue to be
implemented
ARTICLE 14
I3~~EMNITY TO C~TY
14 1 City
14 1 1 Indemmty RA'VD agrees to and shall defend, indemnify and hold
harmless the Ci~y, its Caty Cauncil, boards and comm~ssions, officers, agents, employees,
r°altulteers and ather representatives (coliectively referred to m this Article as "City") frorn and
agamst any and all ~oss, hability, damages, cost, expense, clairns, demands, surts, attorney's fees
and~ud~nents {collectt~~ely referred ta as °Damages"), mclud~ng but not limrted to claims for
damage for persanal in~ury {including death} and claims for property damage arising directly or
mdirectly frarn the following (1) for any act or omissian of RAND ar those of its officers, board
members, agents, employees, volunteers, contractors, subcont~ractors or other persons acting on
~ts behalf (collectively referred to ~n this Article as "RAND") which occurs dunng or relates to
th~s Ab eement, (2) for any act or omission related to the operanons of RAND, mcluding but not
limited to the maintenance and operation af areas on the Property accessible to the pubhc
RAND's obligation to defend, ~ndemnify and hold haimless apphes to all actions and omissions
of RAI~~D's as descnbed above caused ar alleged to have been caused m connection w~th the
Pro}ect or Agreement, except to the extent any Damages are caused by the sole active neghgence
or u~llful mzsconduct of the City This Section ~4.1 1 applies ta all Damages suffered ar alleged
ta have been suffered regardZess of whether ar not the Crty prepared, supphed or appro~ed plans
or specifications or bath for the Pro~ect
14 1 2 City's Right to Defense The Czty shall have the nght to approve legal
counsel retained 6y RAND to defend any claim, action or proceeding which RAND is obligated
ta defend pursuant to Section 14 1 1, ~vhich approval shall not be unreasonably withheld or
delayed In the e~~ent that any conflict of interest results duruig the mutual representatian of the
City and ~1~ in defense of any such action, or in the event of the City's reasonable
dissatisfaction with counsel retained by RAND, the City shall have the right (a) at RAND's casts
and expense, to have the C~ty Attamey undertake and continue the City's defense, or (b) with
RAND's apgroval, ~~hich shall not be reasonably wrthheid or delayed, to select separate outside
legal counsel to undertake and contznue the Crty's defense.
~sss~ oaaoz-~ assaa2 ~ 33
ARTIGLE 1 ~
GENERAL PROVISIONS
15 1 Nohces All not~ces under this Agreement shall be in writ~g and shall be deemed
delivered ~~Then personally recei~~ed by the addressee, or wrthin three (3) calendar days af~er
deposit in the United States mail by registered ar certified mail, postage prepaid, return receipt
requested, to the fallo«~ing parhes and their counsel at the addresses indicated belo«~, provided,
hou-e~~er, if any partyT to this Agreement deliti ers a notice or causes a notice to be deli~ered to any
other party to this ~greement, a duphcate of that Notice shall be concurrently delivered to each
other party and therr respective caunsel
To Crty City of Santa Monica
1685 Main 5treet, Room 204
Santa Monica, CA 90401
Attention City Manager
~'4'ith a Gop~~ to City af Santa Momca
1685 Main Street, Room 2l2
Santa Momca, CA 90401
Attn Plamm~g and Community Development Director
To RAI`TD Rand Corporatlon
1700 Main Street
Santa Momca, Calxfornia 904~7-2138
Attn Bonnie Holmes
With a Copy to Greenberg Glusker Fields Claman &
Machtmger LLP
1900 A~enue of the Stars, Suite 2100
Los Angeles, Califorma 9Q067
Attenttan Dale Goldsm~th, Esq
Notice given in any other manner shall be effective when received by the addressee. The
addresses for notices maybe changed by notice given m accordance wrth this prov~sion
15 2 Entue Agreement, Conflicts. This Agreement represents the ent~re agreernent of
the parties. This Agreement integrates all of the terms and conditxans mennonec~ herem or
incidental hereto, and supersedes all negotiations or previous agreements between ~he parties or
their predecessors m interest wrth respect to all or any part of the sub~ect matter hereof Shauld
any or all of the pro~=isions of th~s Agreement be found to be in conflict with any ather provision
ar provisions found m the Existmg Regulahons, then the proviszons of this Agreernent shall
pre~~ail
7336100602-1098442 22 34
15 3 Bmding Effect It is intended and determmed that the proeisions of this
A~eement shall constitute covenants v~-hich shali run ti~~ith the land compns~ng the Property
dunng the Term for the benefit thereof and that the burdens and benefits thereof shall bmd and
enure to the benefit of all successors-ui-interest to the parcies hereto. Every pariy who now or
hereafter otivns ar acquires any nght, title, or mtErest in or to any portion of the Pro~ect dunng the
Term is and shall be conclusively deemed to have consented and agreed to every provision
contau~ed herein, ~o the extent rele~ant to sa~d nght, trtle ar interest, whether or not any reference
to this Agreement is contained ~n the mstrument by v4rhich such person acquired an interest in ~he
Pro~ ect
15 4 Agreement Not for Benefit of Tlurd Partxes This Agreernent rs rnade and entered
into for the sale protect~on and benefit of RA~'~ID and the Crty and their respective successors and
assigns No other person shall have any nght of action based ~pon any pro~ision af tYus
Agreement
15 5 No Partnership or Joint Venture Nothmg in this Agreement shall be deemed to
create a partnership or Joint venture beriveen the Crty and RAND or to render erther party l~able
m any rnanner for the debts or obligatlons af the other
15 6 Estoppel CErtificates Either pariy rnay, at any time, and from time to time,
dehver ti~mtten notice to the other party requestmg such party to certify m w-rrting {the "Estoppel
Certificate"} (a) that this Agreement is in full force and effect, (b} that this Agreement has not
been amended or modified erther arally or in ~x~nting, or if so amended, identrfymg the
amendments, (c) whether or not, to the knawledge af the responding party, the requestmg party is
in Default or claamed Default nn the performance of its obligati~ns under this Agreement, and, if
so, descnbing the nature and amount of any such Default or claimed Default, and (d} whether or
not, to the knowledge of the responding party, any event has occurred or failed ta occur v~Thich,
~;~ith the passa~e of tune or the givmg of notice, or both, w~ould constitute a Default and, i~'so,
specifyma each such event A party receiving a request hereunder shall execute and return such
Certificate «-~thin thirty (30) days follo~vmg the receipt thereof The City manager shall ~a~e the
nght to execute any Estoppel Certificate requested by RAND under this Section 15.6 The C~ty
ackno~vledges that an Estoppel Certificate rnay be rel~ed upon by any Transferee, Mortgagee or
other party
15 7 T1me Tirne is of the essence :for each provision of th~s Agreernent of which tiine
is an eiement
15 8 Excusable Delays In addrtional to any specific provisions of this Agreernent,
non-performance by RAND or its obli~atians under this Agreeinent shall be excused when it has
been prevented or delayed by reason of any act, event or condrtion beyond the reasonable control
of RAND (collectively, "Excusable Delays"} for any of the follov~~mg reasons
{a0 War, insurrection, walk-outs, nots, floods, earthquakes, fires,
casuatties, a.c~s of God, or similar grounds for excused performances,
73361 D0002-1098442 22 3 5
(b0 Governmental restr~ctions or rnoratona imposed by the City ar by
other govemmental entities or the enactment of conflicting State or Federal la~vs ar regulations,
{c0 The ~mpos~tion of restnctions or moratona by~udiclal decisions
contesting the ~-alfdity, or seeking the enfarcement or clarification of, this Agreement whether
instituted b~ RAND, the Ciry or any other person or en~rty,
(d0 The institution of a referendum pursuant to Go~ernment Code
Section 65867 5 or a s~milar pubhc action seeking to in any way in~aladate, alter, rnodify or
amend the ordinance adopted by the City Council approving and implementing this Agreement,
{e0 Inability to secure necessary lahor, matenals or tools, due to
stnkes, lockouts, ar similar labor disputes, and
(fl~ Extraordinary delays (as determined by the Planrung D~rector in
his or her good faith discretion) in the Coastal Commission's perm~tting process in obtainmg a
Coastal De~relopment Permit for the Pro~ect
15 $ 1 Under na circumstances shali the mability of RAND to secure financ~ng
be an Excusable Delay to the obligations of RA~TD
15 8 2 In arder far an extension of time ta be granted for any Excusable Delay
adentified in Section 15 8,«Tntten notice af the Excusable Delay must be given by the requesting
part;~ ~~•ithin thirty (30) days that RAND becomes aware of the Excusab~e Delay The extension
of time for an Excusable Delay shall be for the actual penod of the delay
15 9 Go~~erning Law This Agreement shall be governed exclusi~~ely by the pravis~ons
hereof and by the laws af the State of Gal~forma
15.10 Coaperatian m Event of Legal Ghallen~e In the even~ of any court action or
praceeding challenging the ~-ahdity of this Agreement, RAND shall indemnify, hold harmless,
pay all costs actually incurred, and provide defense m sa~d action, w~th counsel reasonably
sat~sfactory to both the Crty and RA_\?D The City shall cooperate wrth R.AND in any such
defense as RAND may reasonably request
15 11 Attorneys' Fees If any party commences any act~on for the ~terpretation,
enforcement, termmation, canceilation ar rescission of this Agreement, or for specific
performance for the breach hereof, the prevailing part}~ shall be enritled to 1~s reasonable
attorneys' fees, lit~gat~on expenses and costs Attorneys' fees under this Sectxon shall mclude
attarneys' fees on any appeal as v~-e11 as any attorneys' fees incurred in any post ~udgment
praceedrngs ta collect or enforce the 3udgment Such attorneys' fees shall be paid whether or not
such action is prosecuted to ~udgment In any case where this Agreement provides that the City
or RAND is entrtled to recover attorneys' fees from the other, the party so entitied to recover an
amount equal to the fair market value of services pravided by attorneys employed by it as weli as
any attarneys' fees actualiy paid by it to third parties The fair market tiTalue of the legal ser~zces
7336100DD2-1098A42 22 36
for public attorneys shall be determined by utilizing the prevaihng bilhng rates af comparable
pn<<ate attorneys
15 12 Recordation The parties hereta shall cause this Agreement to be recorded in the
Official Records of the Caunty of Los Angeles The cost, if any, of recording tlvs Agreement
sha11 be borne by RAND
15 13 No Waiver No wai~er of any provision of this Agreement shall be effective
unless in «~nting and signed by a duly authonzed representative of the pariy agauist whom
enforcement of a waiver is sought and refemng expressly to this Section 15.13 No deIay or
omisstan by either pam in exercising any nght or power accrumg upon non-compliance or
failure to perforrr~ by the other party under any af the provisions of this Agreement shall impair
any such right or power or be construed to be a wai~~er thereof, except as expressly providEd
herein No waiver by either party af any of the covenants or condrtions to be performed by the
other party shall be construed or deemed a v~raiver of any succeeding breach ar nonperformance
of the same ar ather covenants and conditions hereof of this Agreement
1 ~ 14 Construction The parties agree that each party and rts legal counsel have
rev~e~~:ed and re~ised this Agreement and that any rule of construction to the effect that
ambigurtaes are to be resolved against the draft~ng party shall not apply in the mterpretarion of
this Agreemen~ or any amendments ar exhibits thereta
15 1~ Other Governmental Appra~als RAI~'D may appiy for such other permits and
appro~als as may be reguired for de~~eloprnent of the Pro~ect in accordance w~th this Agreement
from other governmental or quasi-governmental agencies having ~urisdiction over the Property
The C~tv sl~all reasonably cooperate with RA.~'D in its endeavars to obtain such permits and
appro~als Additionally
15 15 1 Further Assurances, Co~enant to Sign Documents. Each party
shall take all act~ons and do all things, and execute, with acknowledgment or affida.vit, if
required, any and a11 documents and i~vnhngs, that may be necessary ar proper to achieve the
purposes and ab~ecrives of this Agreement
15 15 2 Reimbursement and Apporhonrnent. Although the parties do not
contemplate a condition of a Future Approval requinng excess capacrty or size of required
dedications or public facilitles beyond that required by the Existing Regulations, nothing in #his
Agreernent precludes City or RAND from entenng into any re~nbursement agreements far ~he
porti~n (if any) ~f the cost of any dedications, public facilities and/or znfrastructure that Crty,
pursuant to this Agreement, may require as condirions of the Future Approvals, to the extent that
they are m excess of those reasonably necessary to mrtigate the irnpacts of the Pro,~ect or
develapment an the Property
15 1 ~ 3 Processing tipon satisfactory completxon by RAND of all
required preluninary actions and payments of appropnate processing fees, if any, City shall,
sub~ect to all legal requirements, promptlv irutiate, dingently process, and complete at the earllest
73361000a2-1098442 22 ~ 7
possible time alI required steps, and expedrtiously act upon any approvals and permits necessary
for the development by RAND of the Property in accordance with tlus Agreement, including, but
not limrteci to, the following
(a0 the processmg of applications for and issuing of all Discretionary
?.pprovals requznng the exercise of~udgment and deliberation by City,
(b0 the holding of any required public hearings, and
(c0 the processing of apphcations for and issuing of all City Techrucal
Permits pursuant to Section 7 requinng the determination of conformance with tlus Agreement
15 1~ 4 I~o Revocat;on Approval or future approval for the Development
of the Proaect or the Property shall not be re~aked or subsequently disapproved once issued by
the City pro~ided that the Development of the Pro~~ct or the Property is in accordance wrth such
approval Any disapproval by the City sha11 state m writing the reasons for such disapproval and
Ehe suggested actions to be taken in order for approval ta be granted
15 1~ 5 Processing During Third Party Lrti~at~on In the event of the filing
of any third party 1a«-surt(s) against C~ty or RAND relatmg to this Agreement or to other
development issues affecting the Property, the City shall not delay or stap the develapment,
processing or construction of the Property, approval of the Future Approvals, or issuance af City
Technical Permrts, unless the third party obtains a court arder preventing the activrty Crt}~ shall
not stipulate or fail to oppose the issuance of any such order
15 15 6 State, Federal ar Case Law Where any state, federal or case la~~
allows City to exercise any discretion ar take any act wrth respect to that law, C~ty shall, m an
expeditious and timely manner, at the earhest possible time, (i) exercise its discretion in such a
way as to be consistent ~;~ith, and carry out the terms of, this Agreement and (i~) take such ather
actions as may be necessary to carry out ~n ;ood faith the terms of this Agreement
15 16 Venue Any legal actzon or proceeding ar~sing out of tlus Agreement shall be
mshtuted m the Superior Court of the County of Los Angeles, State of Cahfornia, m any other
appropnate court m that County, or in the Federal Distnct Court m the Central District of
California
15 17 The following exhibrts v~~hich are part of this Agreement are attached
here#o and each of which is mcorporated herein by this reference as though set forth ~n fu11
Exhibrt "A-1" Property
Exhibrt "A-2" Agency Parcel
Ex}ubit "B" Pro~ect Plans
Exhibit "C" Permrtted Fees, Exact~ons, Mitigation ~Ieasures and
Candrtions
Exhibit "D" Zonmg Ordinance
Exhi~it "E" Pro~ect Setbacks
733610a0fl2-1098442 22 ~~
Exhibit "F-1" RAND Vicente Terrace Ded~cation
Exhibit "F-2" Gity and Agency Vicente Terrace Dedication
Exhibit "G" Traffic Gircle Dedication
Exhibit "H" 5ide~~alk Dedication
Exhibit "I" 5anta Mamca Sign Code
Exhibi~ "J" Gonstructlon Stagmg Area
Exh~bit "K" Alley Glasure Area
Exhibit "L" Ailey Restorahon Standard
Exhibit "M" Park~ng Plans for Ocean A~enue and North Parking
Lots
Exhibit "N" Cvnstruchon Mrtigarion Plan
In the event that any inconsistencies exist beriveen the Exh~brts and the text of this
Agreement, the text of tlus Agreement shall prevail
15 1 S Counterpart Signatures The parties may exacute this Agreement on separate
signature pages which, ~vhen attached hereto, shall constitute one camplete A~eement
15 19 Cemficate of Ferforn~ance Upon the completion of the Pro~ect, or Phase thereof,
or upon performance of this Agreement or its earlier revocation and termination, City shall
provide RAND, upon RAND's req~est, wrth a statement ("Certificate of Performance")
evidencmg said completion, term~nation or revocation and the release of RAND from further
obligations hereunder, except for any fiuther obligations which sun+ive such completian,
termmation or re~acation The Cert~ficate af Performance shall be signed by the appropnate
agents of RAND and City and shall be recorded ~n the official records of Los Angeles County,
California Such Certificate of Performance is not a notice of complerion as referred to in
California Civil Code Section 3093
I 5 20 Interests of RAIv'D RAI~,~ represents to the City that, as flf the Effecrive Date, rt
is the a«-ner of the entire Property, sub~ect to encumbrances, easements, covenants, conditions,
restr~ctions, and other mat#ers of record
I5 21 Operatin~ Memoranda The provisions of this Agreement require a close degree
of cooperat~on between City and RAND Dunng the Term of this Agreement, clanfications ta
this Agreement and the Exishng Regulahons may~ be appropnate with respect to the details of
performance of City and RAND If and ~uhen, from time to nme, during the terms of thts
Agreement, City and RA.~~ agree that such clarificatlons are necessary ar appropnate, they shall
effectuate such clanfication through operating memoranda approved m tiur~hng by the Crty and
RAl\'D, ~~-hich, after execution, shall be attached hereto and become part of this Agreement and
#he same mav be further clarified frorn time to time as necessary wrth future written approval by
Crt~ and RAND Operatmg rnemoranda axe not intended to and cannot consritute an amendment
#o this Agreement but mere mirustenal clanfications, therefore pubhe notices and hearings shall
not be required The City Attorney shall be authonzed, upon consultation with, and approval of,
RAND, to determu~e whether a requested clarification may be effectuated pursuant ta tlus
Section or ~~vhether the requested clarification is of such character to constrtute an amendinent
~ereof ~vh~ch requires compl~ance wrth the provisions of Section S.1 above The authonty to
~sssiaooo2-~oss4a2 22 39
en#er mto such operatmg mernoranda is hereby delegated to the Crty Manager and the City
Manager is hereby authonzed to execute any operat~nb memoranda hereunder without further
Council actton
15 22 Acknowledgments, A~reements and Assurance on the Part of RAND
i 5 22 1 RAND's Faithful Performance The partfes acknowledge and
a~ee that RAI~D's farthful performance in de~~eioping the Pro~ect on the Property and in
canstructing and installmg certain public impro~~ements pursuant ta this Agreement and
complytng wrth the Existing Regulations wil~ fulfill substantiai public needs. The City
ackna~~~ledges and agrees that there is good and ~raluable considerat~on to the City resultmg froFn
R.AND`s assurances and faithfizl performance thereof and that sa~ne is in balance with the
benefits conferred by the City on the Pro~ect The parties further acknawledge and agree that the
eachan~ed consideration hereunder is fair, ~ust and reasonable RAND aclaiowledges that the
consideration is reasonably related to the type and extent of the impacts of their respective
pro~ects on the commumty and the Property, and further acknowledge that the considerat~on is
necessary to mitigate the direct and mdirect impacts caused by RAND on the Property.
15 22 2 Obli~anons to be Non-Recourse As a matenal element of tYus
Agreernent, ar~d as an inducement to RAIr,'D to enter mta this Agreement, each of the parties
understands and agrees that the City's remedies for breach of the ohhgations of RAND under this
Agreement shall be limrted as descnbed in Section 11 above
15 23 Not a Public Dedication Except as atherwise expressly provided herein, nothu~g
herein contained shall be deemed ta be a g~ft ar dedicahon of the Property, or of the Pro~ect, or
any portion thereof, to the general pubhc, far the generai pubhc, or for any public use or purpose
~~hatsoever, rt being the ~ntention and understanding of the parties that this Agreement be stnetly
limited to and far the purposes herein expressed for the development of the Pro~ect as pnvate
property
7s3siaoooz-~assa~z z2 40
15 24 Se~erability and Termination If any prov~sion of this Agreement is determined
by a court of competent ~urisd~ction ta be in~~alid or unenfarceable, or if any prov~sion of this
Agreement is superseded or rendered unenforceable according to any law which becomes
effecti~e after the Effective Date, the remamder of this Agreement shall be effecti~e ta the extent
the remammg provisions are not renderec~ impractical ta perform, taking into consideration the
purposes of this Agreement
Rand Corporation, a Cahfomia non-profit
corporation
~y -
Title _
CITY
Crty of Santa Monfca
By
ATTEST:
Maria Stew~art, City Clerk
APPROVED AS TO F~RM~
By
Marsha Janes Moutne, Crty A~torney
73361~D002-1098442 22 41
Adopted and appro~ed this 24t~ day o# October, 2QQQ_
~ ~
Paul Rosenstein, Presidmg Offioer
State of California )
County a# Los Ange~es } ss
City of Santa Monica }
I, Maria M Stewart, City Cierk vf the City of Santa Mornca, do f~ereby certify that the
foregoing Ord~nance No. 1989 (CCS} had ~t's ir~#roduction on October 3, 20D~, and was
adopted at the Santa Monica City Council meeting held on Octol~er 24, 2000, by the
fol~owi~g r~ate
Ayes Councit members Holbrook, McKeown, Femstein, Bloom, Presiding Oificer
Rosen~tern
Noes Cauncil members None
Abs#ain. Co~nal membe~s None
Absent: Councii members: Mayor Pro Tem O'Connor, Mayor Genser
ATTEST•
~~
Maria M. Stewart, Citjl ~%lerk