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SR-8A (11)5 ~ ~P~~r~~~ ~ Tv FEB - 71996 PCD:SF:DKW:f:\plan\share\council~strpt\arbosup Council Mtg: February 7, 1995 Santa Monica, California TO• Mayor and City Cauncil FROM City Staff SUBJECT Supplemental Report Regarding Arboretum Development Agreement Amendment and Related Matters INTRODUCTION This report supplements the staff report provided to the City Cauncll for the January 10, 1995 Council meeting. Provided herein is a summary of action taken to date on the matter by the Counc~l; a summary of revisions to the Development Agreement Amendment as a result of changes directed by the City Council at th~ January 10 meeti.ng; and a summary af r~maining actions to be ~aken on th.~s matter. BACKGROUND On January lfl, 1995 the Ci~y Caunc~.7. compZe~ed a public hearing on a range of items pertaining ta the Arboretum developrnent pro~ect, following which the Cauncil took act~on on several items, and continued action an Certain other items to February 7, 1995 Spec~flCal].y, the City Council: l. Appraved a resolutian certifying the Final Environmental Impact Report for the pro~ect; 2. Approved a Zoning Admi~istra~or D~termination allowing the supermarket use under the existing Develflpment Agreernent; ~E~ -~~ - ~ - s u ~P~.~ri ~~v-r 7'0 3. Approved a resolutian making necessary CEQA findings for approval of the ~oning Administrator Determination, 4. Gave direction ~o staf~ to draft various revisions to the p~oposed Development Agreement amendment, and 5. Continued other actions an the pro~ect to February 7. REVISIONS TO DEVELOPMENT AGREEMENT The Council directed that several revisions to the praposed Deve~opment Agreement be prepared. The attached new versian of the Agreement ~ncludes the reviszons reques~ed by the Council, with the revisions highlighted Changes include the following. o Limiting neighborhood comrnercia~ uses to 30,000 sq. ft. znstead of the originally-proposed 7Q,000 sq. ft.; limiting indavidual stores to not more than 5,000 sq. ft instead of th~ ariginally-proposed 14,a00 sq ft.; eliminat~ng the abil~ty to develop a 3d,000 sq. ft drugstore, and requ~ring that any ne~ghborhood commercial uses on~y be lacated in rnulti-story mixed use buildings. o Eliminating the proposed language limiting Architectural Review ~oard authority o Providing standards for live-work dwelling units. o Allowing the inclusionary obligation for 500 of required ~ow-income units to be satisfied by an in-lieu payment of $80,000 - 2 - per unit, and including a CPI adjustment to this amcunt. o Establishing $6a0/~nit parks fee instead of the $4~0 fee praposed by the developer. ACTIONS REMAINING Three actions rema~n before the Council on this matter• l. Intraductlon and first reading af the ordinance approving the amendment ~o the ~evelopment Agreement (Recommendation Number 4 of the original staff zeport; 2. Approval of a xesolution making CEQA findings for approval of the Arnendrnent {Recammendation Number 5 of the ariginal staff report ) 3. Action ~n the Review af Specific Buildings for the "Zoning Administrator" and '"Am~ndrr~ent" plans for the proposed supermarket (Recommendation Number 6 of the original staff repor~) BUDGET/FINANCIAL IMPACT The recommendations of this report have no budget/financia~ impaet. _ ~ _ RECOMMENDATION It ~s respectfully recommended that the Council act on the rema~ning matters relating to this pro~ect pursuant to Recommenda~ions 4, 5, and 6 of the original staff report, using the revised version of the Development Agreemen~ Amendment attached to this report. Prepared by Suzanne Fr~ck, Director D. Kenyon Webster, Planning Manager f:\plan\share\council\strpt\arbosup Attachment: Revised Development Agreement Amendment - 4 - RECORDTNG REQUESTED BY AND WHEN RECORDED MAIL TO: Pil~sbury Madison & Sutro 725 South Figueroa Street Suite 120Q Los Angeles, Califvrnia 900i7 Attn: Thomas R. Larmore, Esq. A1rtF~iiD~gNT NIII~iBER TWO TO DEVELOPMLNT AGAEEMENT This Amendment Number Two to Development Agreement ("Second Amendment") is entered into as of this day of {"Effective Date"}, by and betw~en THE CITY OF SANTA MONICA, a municipa~ carporation organized and ~x~.sting pursuant to the laws of the State of California and the Chartez of the City of Santa Monica (the "City"), and ARBOR~TUM DEVELOPMENT PARTNERS, L.P., a Ca~.ifornia Limited Partnership ("ADP"}, with reterEnce to the following fac~s: A. ADP ~s tha owner of that certain real property lacated in the City of Santa Monica, State of Ca~ifornia, which is more part~cularly d~scribed in Exh~bit '~A-1" to this Second Amendment (the "ADP Property"). B. Santa Manica Number Seven Assac~ates, L.P., a Delaware Limited Partnership {"S.M. No. 7"), is the owner of that certain parcel of real property adjacent ~a the ADP Property which is more particularly described in Exhibit "A-2" ta this Second Amendment ("Lat 7"). (The ADP Property and Lot 7 are hereinafter collectively referred to as the "Real Praperty.") C. The City and a prior owner of the Rea1 Property, SQPac Propertzes, Inc., a DeZaware corporation {"SoPac"), entered into a Deve~apment Agreement dat~d as of December 16, ~987 (the "Original Deve~apment Agreement~~), relating to the Real Property, pursuant to Califo~nia Government Code Section 658fi4, et sec~., and Santa Monica Municipal Code Section 9800, et sec~. (now Chapter 9.46). The Original Development Agreement was record~d on December 17. 1987, in ~he Dfficial Recards of the Caunty of Los Angeles as Instrument Number 87-1995737. {A~1 capita~ized terms nat defined herein shall have the meanings given those terms in the Original Developmen~ Agreement.) ll. Pursuant to the terms and conditions of the Or~.ga.nal Developmant Agreement, the City approved a plan for development of the Real Property (the "P~o}ect") af up to an aggregate of 1,040,490 square feet of Floor Area ("Maximum 2U765977--2~1/95 3edli~ed from 1/4/95 Project Flaor Area") which inc~uded the following p~ranitted uses (collectively the "Drigina~ Permitted Uses"}: (1) A hotel of not more than 270,000 square feet; {2) Res~aurants, including fast food outlets, of nat more than 25,040 square feet~ (3} Retail, to serve employ~es of and visitars to business an the Real Property, of not more than 10,Q00 square feet; (4} Health club of not more than 6U,OOD square feet; (5) Medica~ office of not more than 35,Oa0 square feet; (6} Banks and savings and loans of nat more than ZO,OaO square feet; and (7) General commercial office and any similar use or any other uses that the Zoning Administrator deems acceptable for the zone ~except for theaters). E. Prior to the execution of the Orig~nal Development Agreement by the City, the City Council of the City of Santa Monica ("City Councii") (1) duly adopted Ordinance No. 1420 (CCS) on October 21, ~987, appxoving the Developmen~ Agreement, (2) authorized the City Manager to execute the Development Agreement an behalf of the C~tiy, and {3) certified the original final Environmen~al Impact Repart for the Project. F. The Or~ginal Develapment Agreement has been amended, modified or claritied by the following documents: (1) Memorandum of Clar~fication dated as of December I6, I987, between the City and SoPac ("First Memorandum°}. {2) 5econd Memorandum of Clarification dated as of Decemb~r l~, 1967, between the City, SoPac and SaPac Development Co., a California corpora-~zon ("Secona Memorand~m"). (3) Amendmen~ Number One to Development Agreern~nt dated as of December 28. 1988, between the City and SaPac ("First Amendment"), which was recorded an January 5, 1989, in the Officia~. Ftecords of the County a~ Los Angeles as Instrument Number 89-15234. (The Origina~ Development Agreement, as clarified by the 20705977--2/1/95 ~edl~nad #rom 1/4/45 - ~ - ~irst Memorandum and the Second Memorandum and as amended and modified by the First Amendment, is hereinafter sometimes referred to as the "Develapment Agre~men~".) G. Pursuant ta the terms and conditions af the Development Agreement, an o~tice buiZding cansisting of 95,000 square feet of Floor Area has been developed on Lot 7{the "Lot 7 Buildinq"}. H. The City and ADP mutually believe that {1~ There is a significant public need and benefit to expand the supply of new mu~~ifamily-residential t~nits in th~ City in order to meet current and projected d~mands for housing opportunities in the City and to enhance the City's jobs/housing balance. (2} Multifamily-residential housinq should be added as a permitted use on the ADP Property and the d~v~lopment af such housing should be encouraged within the overall square ~ootage parameters for the Pro3ect which were established in the Development Agreement. I. The p~ovisions of this Second Amendment are consist~nt with the City's Genera~ P~an for sevexal x'easons, including, without limitation, the follow~ng: (1} The Qriginal Permitted Uses were consistEnt with the General Plan at the time the Original D~velopment Agreement was approved by the City Council and remain so as of the dat~ of thi5 S~cond Amendment. {2} This Second Amendment would remo~e the hotel as one of the uses now permitted under the Development Agreement, as amended. Although not inconsistent with the General Plan, hotels are not listed as one of the priority uses for the Special Otfice District. {3} This Second Amendment would add a General MarketfGrocery as a permitted use up ta 50,000 FASF; that square footage would not be available for any other u5~. The Land U5~ and Circulation Element of the City's General Plan (the "LUCE") encourages the development of new markets and grocery stores, particularly in the eastern and southeastern portian of the City. The LUCE recognizes that the number of supermarkets in the City 20705477--2/1/95 Redlined from 1/4/95 - 3 - has declined. {See pages 29 and 37 of the LUCE.} Two policies in the LuCE speak direc~ly to the need far new supermarkets: Policy 1.7.5 provides that the City should "~e]ncourage the development of full-service superma~kets in areas not currently served'~ and Policy 1.7.7 encourages "the development of groceries within a five- ta ten-minute walking distance of areas not current~y served.'~ One of the City's most impnrtant planning policies has been to encourage the development of a supermarket~grocery store that would serve th~ Pico Neiqhborhoad because of the absence af any such stor~ in that a~ea. Although the LUCE seeks to channel large-scale office development into the Special ~ffice District, that policy has been successful~y achieved in large part and the City does nat interpret the LUCE as precluding the development of oth~r important uses in that District. Far exainple, under "Major Land Use Prapasals" on page 57, the LUCE s~ates that the City should "[d]irect the majority of future offic~ and retail growth to the Downtawn, the Special Office District, and Wilshire Boulevard." (Emphasis added.) (4} The Second Amendmen~ would also permit Multifamily Residentia~ Housing in th~ Prajeet. The LUCE and cons~stent City planning policies encourage the deve~apment af residential housing in all commercia~ zones. On pagE 78, thE LUCE stat~s that it expands "the opportunity for residential uses, by mak~ng housing an allowabl~ us~ in all commercial d~st~~cts ..." Section 1.1D of the LUCE states as an objective of the Genera~ Plan that the City should "[e]xpand the opportunity for residential land use while prot~cting tha scale and character of existing neighborhoods." One impartant way in which to expand ~esidential uses without increasing the scale of neighborhoads specif~cally zoned for residential us~ is ta permit housing ~n cammercial zones. Th~refore, Policy 1.2.1 af the LUCE provides that th~ City should "[e]ncourage residential mixed use of appropriate commercially zoned paxcels" and Policy 1.10.2 states that the City shvuld "[a]~low residential use in all commercial di~tricts, with intensity governed by the applicable ~AR and height standards of 20705977--2/1/95 Redlined from 1/4/95 -~4 - each district." The City has aiready ~mplemented this po~icy ~hrouqh Section 9.04.08.24.040(e) which permits mu~tifam~ly dwelling uni~s in the Spec~a~ Office District subject to the approval af a Conditional Use P~rmit. The City believes that the Real Property consists of appropriate commercially zoned parcels for residential use becaus~ there are no cammercia~ uses permitted within that district that are incompatible with housing and because there is an existing residential community ~ocated nearby. Also, the Second Amendment, by permitting multifamily residential housing within the framewark of the D~v~lopment Agreement's density and height limitations, carries aut Policy 1.10.2. (5) The Second Amendment wou~d also permit a Iimited amount of Neighborhood Cammerciai uses in addition ta the market. This per~nitted use is also consistent with the LUCE. One of the key findings of the LUCE is the displacem~nt of neighbarhood-s~rving cammercial uses throughot~t the City, including in the Pico Neighborhood. (See page 29.) Consequently, one of the LUCE's majar land use proposals is to "promote additional neighba~hood com~ercial areas ta serve all residents." (Page 57} Objectzve 1.7 of the LUCE is to "[p]rotect and expand uses that provide for the day-to-day shapping and service needs of nearby residents. The City shall encou~age the provision af neighborhood cammercial services within waiking distance of alI neighborhoods." (Fag~ 93) The ADP Property is wi.thin walking distance of an existing residential comrRUnity east of 26th Street and, if multifamily resid~ntial hausing is canstx~ucted an the ADP Prop~rty, neighborhood-serving uses will be appropriate in order to serve that housing. This Second Amendment precludes the development of these neighborhoad-serving uses (other than the market) unti? at Zeas-~ 100 units o~ residential housing hav~ been built. (6) The LUCE's goal to cause Iarge-scale office developments to be located in the Special Office District has been achieved in large part through developm~nt and cornp~eti.on of MGM Plaza, th~ Wa~er Ga~den, Sony Music. 20705977--2/1~95 Redlined fraai 1/4/95 - ~ - National Medical Enterprises and other affice projects. Development of residential housing, markets and other neighborhood- serving uses on the ADP Property, under the limitations set forth in this Second Amendment, is consistent with the totality of the LUCE and with various impartant City planning policies. J. For the reasons set forth above, the City believes it t~ be in the public interest to (i) permit the development of a grocery store and additional neighborhood commercial space on the ADP Praperty, (ii) permit the development of multi-family residential hausing on the ADP Property, (iii) permit the rep~acement of square footage previously allocated to the hotel for multiwfamily residential use {but for no other uses}, and (iv) permit development of the grocery store and any other us~s permitted by th~ Develapment Agreement, as amended hereby, a~I as mare specifically provided herein. K. On May 21, 1993, ADP fiZed with the Ci~y an Application to Amend the Development Agreement ("'Amendment Application"). L. ADP has pa~d all necessary costs and fees associated with the City's processing af the Amendment Application and this Second Amendment. M. A Draft Environmental ~mpact Report was prepared by Environmental Sciences Associates, Inc. for the City with respect to the amendments to the Development Agreement cantained .in this Secand A.mendment and c~rculated for public comment, all in compliance with the California Environmental Quality Act (the "DEIR"). Comments on the DEIR were received from ADP and its representatives, members o~ the public and certain governmental agencies and a fina~ Environmental Impact Report was prepared (the "Final EIR"} and rev~ewed by ~he Planning Commission and the City Council in connection with their review of this Second Amendment. N. The City has complied with all procedures required by California Government Code Section 65864, et seq., and Santa Mon~ca Municipal Code Sections 9.4$.010, et seq., regarding the processing of the Amendment Application and this Second Amendrnent, including the following: (~) The Planning Commissian held a duly noticed public hearing on the Am~ndm~nt Application, this Second Amendment and the Final EIR on October 19, 1994 and an Novemlaer 9, 1994 and made its written recommendation to the City Council in accardance with Santa Monica Muni.cipal Code Sec'tion 9.48, 130; and 2~70~977--2/1/95 Redlaned froci 1/4/95 -6- (2) Pursuant to S~ction 9.48.150 of the Santa Monica Municipal Code, the City Council held a duly noticed public hearing on the Amendment Application, this Secand Amendment and the Final EIR on January IU, 1995. Upon compl.etion of ~he public hearing and consideratinn of the recommendation of the Planning Commission, the City Council adopted an ordinance and related resoZutions: (2}(a) approving this 5econd Amendment; (2}{b) finding tha~ this Second Amendment is consistent with the General Plan for ~h~ City; (2){c) authorizing the City Manager ta execu~e this Second Amendment; and (2){d) certifying the Final EIR. NOW, THEREFORE, in consideration of th~ covenants and conditions hereinafter set forth, and for o~her good and valuable cans~.deration, the receipt and sufficiency of whi.ch are hereby acknowledged, the parties here~o da hereby agree that the Development Agreement shal]. be further amended in the following respects, such amendments to be applicab].e as of the Effective Dat~: 1. Section 1 of Deve].op~-ent Ac~reement . The following defined terms shall be added ta the list of defined terms in Section 1 of the Development Agreemen~: (a) "ADP" shall mean Arboretum Development Partners, L.P., a California Limited Partnership, and its successors-in-interest. (b) "Designated Area" shall mean the cross- hatched area east of 20th Street, as shown on the Revised Zone Diagram attached hereto as Exhibit B. {c) "General Market~Grocery" shall mean a supermarket, market or grocery such as those supermarkets, markets or grocer~.es ogerated in the Southern California region by operators such as Ralphs, Smiths, Vons, Alpha Beta and the direct competitors thereof consisting af a minimum size of 35,400 square feet. '.' . 4i.-~ti..f'. .'.L.~~ ~ .ti .:~.. ~ P'.~~:J=. J :"•'- :+C . ~'. ~ia hr~. -~. ~ li ~ .•~:i:t ~•` _~ : _ :~ • .; .. . ,: ~ •%--~:. •' t f~_. .~ ° , . .'9'r. . ~"i: 1K.~ ~ : ~ . ' . ik :i. ;~:. ,: V •,e•~ ' . ;• !. ~,~ir • ~ j ~. , . ,;„~ ~ „~ ,~q. . .. . ~ . . . 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'95 15~22 FR PMS~LA-~9 213 629 1933 TO 9131~458~38~ P.03 I~~ita~ionr ap~rtm~nts. condomiaiums. ~a~n ho~es~~arr~ sta~k GGD Y`~~~„~'~.:~ allt: .~.Ykl~i+r~:~ ei~,~~i~~d~ ai4. ::~:.~:~1~~L~ ;: :'ll:, ~ ~ e i '"Neig:~bs~rhoad Comm~rc~a1 Uses " shal~ mean cvmme~cial us~s that pr~va~s~~ c~nven~.e.nce ~oo~s and ser~rices ~o~ ~i~ich peaple g~r-erally da nat ~omparisan shap, that are bvu~h~ fairly fr~quently. and that ~ater to th~ da~.~y needs c~f ne~~by residents, but sha~l be limited ta {i} General Mark~t~Grocer~, l.~-~1 uiuy ~i.vi~a ~~wW ~.~ .~awc~u ~.~~vvW ¢s~uaio t- - ~ _ r .-.a « _ ~___ _ ~ • _~ _ ~ L-___ a ~ il_ -i_ iLs 1 ---! _ 1GG~ ~3 Fi~+~~ riivu ~~rl~+vi~a+.,Rj iaV~~vci j i~~~4 ~ti~ P1Qiliiiljl,~ . • .re~__ ~------ e • ~VifLLlliA.~1.~1t~ Vi irJiG- 414~ l..VLLi~411 Vll Q~J~J~GL.L~ E14~x ~i~JlJiL/Y~r R r_ Ar. .11. ~.ii1.LL~ or.{,~iC Lt/1 ~i~ 4V .){/~{/YY P~~LLL1.P. iV44 J+11 4tiJllli¢441~.+51 ~II1L11 L ~ • ___ - s. ~_i ~i __i ._ ) 7 ~' - y _ _ w- -i • - !1 ~ i y ~7 ti~4~i iS~v t~n v~ 43LR~. 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L! - ~ ~.i4;,1.1L~41 lUi 4ti.l1tLLEl~.i4.1ai LJI.~lY{J~Gd7 Oll~ii JJC l.J.ar~~7iliG'.-i ~4 ._ 9 L_ - J-__ _ 1' _ 1 1 i i. ~ L.L7L~~l~G~{~yQi L~.'~.-QL.C 11CL04iLtiLrrl Q.ll<1 G111iii ~V~+14 a4~GL1iLr74 1-11G ~.yLG~J. -l r~l ~ - _ ~- .L f L:CJ~iLL1~olyiC~i ~,{.-ivL raicw ~+~.41uia.~.ou uaaa.sG.~ a.aiia rs~iG~anc~tL~ vaa~r _ ~ ~ _ . ~ . ~ t _ __ ~ _ L+llaa. ~~/141VL1 lJi au41a 11i114 ~ti.. Vuaiir LL4J"LiraC+..i ~V,4 11Yllil~ a~7R4~ _,__y+ .r_._ v •.~_ ~s_~ ~-.~_ .,,L_ alsall i,ls~ ._,iaoa~.~~.vti.a GLip +~ai~.i.r•1~4i.Ai i 1VV1 i7~iCR. 31iG aL1EVy~a4r _ ~ _ ~ 4J1 1' ~VVi ~L~~1 LiLiliC+~tl RL3 4V3{LLI~CiL.~~1 D~JQ44 .Ll} ~11~ -5 1- _ i~ l-_ ~L_ J'!- 1__ .L~a~~..~~.Jy41R~. 1111~.~ ~\Ji Yl;1~4.11 yly (yti.1j~~~ 4„l{.:L.11~JU414,~t r~11lIlL~ llq0 y i ~ 1_ - e~ . i ~, 1_ _~• l_ • 1 1_ 3 ~JCCSL i..7w711~~ iJr 4JiG 414~ O3iY11 ~.+G ~il1:1~141~.t.t ill allr l.o~.uii.. _~ ~__ .,__ ....~ _~~ _ _r ~t_ ,. -"- ---- i~aluii~.u s~Y ~.:ac ~.s~.Y ~salu~i ovt.a.iv3a 1~ vL ~.1i~ i1~vGi~~ea:~~azi. ~~•' jf] "5pe~ialty Faad Store" sha~~ mean all s~to~~s whiCk~ se1l f~od ~ri.marzly f~r off~premi~~s ~onsumption. except far Genera~ ~larket;~Groc~~y space and ~a3~-fc~ad outla~s. 2. ~e~twon ~~b) ~f I~evelogmant A~re~ment. Attache~ tv thir 5~cond Aii~~ndrien~ as Exhib~.t B is a- new Zbne Di~gra.~n ( the ,~Revised ~ane Da.agra.a[t" } r~placi:~g the ~ane Di~gxauE attached as 2~74597I--2{Zf95 ~e~Z'~~td £ram :j4l95 -~- Exhib~t B ta the Original Development Agreement. A11 provisions of Section 9{b} of the Development Agreement shall be deemed to refer ~o the Revised Zone Diagramand Section 9{b} is hereby amended in its entirety ta read as follows: 20705977--2/1/95 Redlined fram l f 4/95 -1 ~- "(b) Revised Zone Diagram; Buildin~ Heights. (i) The Revised Zone Diagram attached to Amendmen~ Number Two to this Agreement designates five zones on the Real Property within which buildings may be loca~ed {sub~ect to a11 other requ~rements of this Agreement) and sets forth, far each zone, maximum Building Heights for the bui~ding or buildings to be constructed in that zone of (x) eighty-four (84) feet for the Colorado~Cloverfield Zone, the Olympic~Cloverfield Zone (un~~ss a General Market~Grocery use is locat~d in such zone, in which case the maximum Building Height for such use shall be fifty-six {56) feet} and the Olympic Boulevard Zone, (y) seventy (70) fee~ for the Colorado Av~nue Zone, and (zy fifty-seven (57} feet for the Twentieth Street Zone. Each zone may contain one or more building(s). Any bui~ding constructed in two or more zones shall be deemed to be in compliance with the maximum Building Height limita~ions of this Agreement if the Building Height of that portion of such building situated in any zone does not exceed the Building Height permitted ~n that zane. {ii) The C~ty h~reby specifically app~aves for the Project, as shown on the Revised Zone D~agram, a General Market/Grocery having an aggregate FASF not to exceed 50,000 to be developed in an area of approximately 125,OOQ square feet at the carner af Olympic Bou~evard and Cloverfieid Boulevard and designated in the Revised Zane Diagram as the "Olympic~Claverfieid Zone" with a Building Height nat to ~xc~ed fifty-six (56} feet. (iii} No bu~ld~ng may have a Building Height in excess of eighty-four {84) feet or have more than six staries. (iv) The Zone D~agram does not show the location of a proposed health club anticipated to be built below grade. Such a health club, not to exceed 6Q,000 FASF, may be located at any point below grade at the discretion of Property Owner sub~ect to applicable building code and fire safety restrictions. Property Owner may ~1ect to place the health club above gxade in its sole discretion. 3. Section 9(c} of Develo~ment Agreement. Section 9(c} of the Development Agreement is hereby amended to read in full as follows: "(c) Maximum Site Coverage. The aggregate square faa~age of the at-grade footprints of a~l 26765977--2/1/45 Re3lined from 1/4/95 -1~- buiZdings in the Froject shalZ not exceed fifty percent (50$) of the tatal square footage of the Real Property (i.e.. shall not exceed 281,21~ square feEt)." 4. Building Volume Envelope. Section 4(e) of the Development Agreement is hereby amended ta read in full as fo~lows: "{e} Suilding Volume En~elape. No bui~ding shall project beyond the Buiiding Volume Envelope except that ~his restrzction shal~ not apply ta (i} any building with a Build~ng Height over 57 feet which is set back at least 40 fee~ from the Curb Line along its entire frontage, {ii) any building with a Building Height not over 57 fe~~ which is set back at least 37 feet trom the Curb Line along zts entire frontage, or (iii) a tawer which is par~ of a market located in the C~overfield/Olympic 2one, which tower is located at the corner of the market closest ta the intersectian nf plympic and Cloverf~eld Boulevards, is not over 56 feet ta12, eo~p~ies with the Building Volume Envelope standards with respect to Clover~ield Boulevard and is set back at least thirty-five (35} feet fram Olympic Boulevard at its closest point." 5. Sect~on 9(f)(i) of Develo~ment A~reement. Section 9(f)(i) of the D~velapment Agreement is hereby amended to read in full as follows: "(i) The required number of parking spaces to be provided in cannection with the Project shall be determzn~d as follows: (x) Except as provid~d in (z) be~ow, ADP sha~l provide the number of parking spaces required by the City's generally applicable aoning ordinances in ~ffect on the date hereof far a~1 Neighborhood Commercial Uses (including General Market/Grocery) and Multifamily Residential Housing an the ADP ~raperty; {y} For all other pexmztted uses, ~he number vf parking spaces calculated under Exhibit C to the Development Agreament shall be applicable {except as provided in {z} below and except for the hotel use which has been d~leted from the list of permitted uses}; and (z) AD~ shal~ be entitled to estab~ish a new shared-use parking fo~mula ta ~nelude Neighborhood Comrnercial ^ses (including General Market/Grocery) and Multifamily Residential Housing with the approval of the Planning Commissian or the City Cauncil on appeal so long as such new formula does not increase the 20705977--2/1/95 Red3ined from 1/4~95 - 1 ~ - number of parking spac~s which would be required to be pravided on Lot 7." 6. Section 9(g)(i} of Develo~ment Agreement. {a) Maxirnum FASF Com~u~ations. Sectian 9(g)(i) of the Development Agreement is hereby amended to read in full as fallows: "(i) The Real Property is hereby approv~d for the fol~owing uses: Use FASF Not to Exceed • General Market/Grocery 50,000 • Neighhorhood Commerc ial Uses .: ' , '~': .~ ' , other than General Market~Grocery • HeaZth C].ub 60,000 • Medical Office 35,000 • Banks and savings and loans 2D,000 • Restaurants (including fast 25,OOQ food but not including cafeterias and dining r'OQYIIS ~ designed to primarily serve the employee~ af a single tenant and not open to the general public and not including General Market~Grocery) • General Commercia~ Office (includ~ng 720,490 less the cafet~rias and dining rooms FAS~' for uses other designed to prima~i.ly serve the than General Market~ employees of a single tenant and Grocery and Multi- not open to the general public} Family Residentiai and any simi].ar use determined by the Zoning Administrator ta be nat more disturbing or disruptive than any specitically permitted use except that theatre use shall not be permitted • Retail (other than Neighborhood 10,000 Comme~cial) to serve primarily employees of, or visitars to, b~sinesses located on the Real Property • Multi-Family Residential 990,490 20705977--2/1/95 Redliue3 from 1/4/95 ~~3- Haus~ng (b) Permitted Uses: less the FASF utilized for al~ other uses {i) A~1 of th~ uses identified in Sectian {a) here~n shall be deemed permitted uses up to the maximum FASF designated in Section (a) herein; provided, however, that {x} the City and ADP acknowledge that a commercial offic~ building consisting of 95,000 FASF has been dev~lap~d on Lot 7 and, therefore, as of the date of this S~cond Am~ndment, the remaining maximum permitted FASF for Genera~ Commercial Otfice {and similar uses determined by the Zoning Administrator to be not more disturbing ar disruptive than any specifically permitted use) is 625,490 less the FASF for uses other than Multifamily Residential Ho~sing (but subject to the overall limitation af 1,040,49~ FASF on ~he Real Property), and the remaining maximum pe~itted FASF for Multifamily Residential Housinq is 895,490 less the FASF utilized for a11 other uses, (y) the City and ADP agree that the 50,000 FASF allocated for General Market~Grocery use cannat be used fo~ any oth~r purpose, and (z} no Neighborhoad Commercial Uses ather than General Market~Grocery shall be permitted unle5s at least la0 units of Mu~ti- Fami~y Residential Housing have been developed on the Property. (ii) Effective with this Second Amendment a hotei shall no longer be a permitted use for the ADP Property and all references to the hotel ar hotel b~ilding con~axned in the ~evelopment Agreement shall be deleted. (iii) Except as specifically pravided in the Develapment Agreement. as am~ndEd by this S~cond Amendment, no conditional use permit or other discr~tionary permits shall be required in connection with the use of the ADP Property or any portion thereof for any of the permitted uses in S~ction (a) herein including, without limi.tation, Mu].tifamily Residential Housing, whether awner or rental in nature. 7. Section 9(q)(iii) of the Develo~ment Agreement. Section 9(g)(iii} of the Develop~ent Agreement shall be amended to read in full as follows: 20705977--2/1/95 RedLined from 1/4/95 - 1 4- "(iii) Restrictions on Specific Development. The City and ADP hereby agree that the following restr~ctions shal~ be applicable to development of the ADP Property: {x) That portion of the ADP Property within the boundaries of the Designated Area, as shown on the Revised Zone Diagram, shall be developed with a main or primary use of general cosnmercial or medical of~ices. Yn additian to the dev~lopment of such main ar primary uses, the Designated Area may anly be developed secondarily with ancillary restaurants, retail to serve primarily emp~ayees of, ~r visitors to, tenants iocated on the Real Property, banks and savings and loans, and parking. Structures containing not more than 25,000 squar~ fee~ of flaor space for such non-main uses, plus allowahle surface parking (and an unlimited amount of undergraund parking} may be constxucted before a main or primary ~se is constructed. That partion af the ADP Prop~rty other than the ~esignated Area shall be daveloped in such a way as to preserve at least Z30,DOfl FASF far the Designated Area. (y) That portion of Lot 4 of Tract 49694 which is not within the boundaries of the Designated Area, as shown an the Revised Zone Diagram, shall be developed only with the uses set forth in Section 9(g){i} of the Develapment Agreement (without regard to the changes being made by this Second Amendanent but excluding a hotel), wh~ch restriction shal~ expi~e and be of no further force or effect after November 18, i996. (z) As ~ndicated on the Rev~sed Zone D~agram, the partion of the ground floor leveZ of all build~ngs having Calorado Avenue frontage shall be used solely for those uses permitted in Section 9(g)(i} of ~he Development Agreement ~With~ut ~eqard to the changes bexng made in this Second Amenc~nent but excluding a hotel); ~rovided, however, that such restrictian shal~ not apply ta that portion of any such building which does not have Colorada Av~nue frontage except for Buildings located on any portion of the ~esignated Area. Except as otherwise set forth in Sections 4(g}{iii)~x) and 9~g)(iii)(y) above, mu~tifamily residential dwelling units shall be permitted on any f~aar of a building or structure on ~hat portion of the ADP Property currently described as Lo~s ~ through 5 of Tract 49694 above the street level and shall be permitted in any portion of any buiZding on the ADP Property which does not have any frontage an Calorado Avenue. 20705977--Z/1/95 Redlined Eram 1/4/95 - 1 5- $. Section 9(i) of ~he Development Agreement. Subsec~ion {ii) af Section 9(i) of the Development Agreement shall be amended to ~ead in fu11 as follows: "(ii} On CZov~rfield Boulevard there shal~ be no mo~e than one Access Point, which shall be for access exclusively ~o and from portions of the Pra~ect utilized for Multifamily Residential Housing and Neighborhood Commercial Uses, includinq General Market~Grocery. This Access Point sha11 be right-turn in and right-turn out only; Provided, however, that the Access Paint may also include ie~t-turns into and aut of ~he Project with the approval of the City's Parking and Traffic Engineer and on such conditions as such Engineer may require." 9. Section 9(I) of the Develo~ment A~reement. The followinq sentence is hereby added to the end of Section 9(1)(u~ii) of the Development Ag~ee~ent: "In addition to the foregoing, if the application includes either Mul~ifamily Residential Housing or Ne~ghborhood Cammercial Use, or if Multifamily Resid~ntial Housing or Neighborhood Commercial Use (including General Market~Gracery) has already been approved for the ADP Property, then the Planning Comm~ssion, or th~ City Council an appeal, shall be required to make the following additional findings in connection with any such applicat~on: the placement of each use on the ADP Property is compat~ble with, and relates harmoniousiy to, all other uses on the ADP Property, the privacy of all residents in any Multifamily Residential Housing shall b~ appropriately pro~ected by the proposed design through screening and buffering of the different uses, the design of each building on the ADP Property is pedestrian-oriented and relates harmoniously to th~ surrounding s~dewalks and streets, the design of setback and open-space areas visible from the public s~d~wa~ks and streets featur~s design ~1Ements which enhance and encourage visua~ connectian with the public streetscape, and the ADP Property provides apprapriate internal pedestrian- oriented design features and apprapriate pede5trian c~rculation between related bui~dings on the ADP Praperty. 10. Presenta~ion of Plan. The following new Section 9(1)(xi) is hereby added to the Development Agreement to read as follows: "(xi) If a General Market~Groc~ry use has been approved by the Planning Commission, or the City Council on 20705977--2~`1/45 Redlined from 1/4~95 ~ ~ ~ - appeal, under the provisions af this Sectian 9(1), ADP shall present ta the Planning Commission with its next application for review of a specific building under this Section 9(1)~ a plan for deve~opment of the remaining portion of the ADP Property showing the areas in which ADP then contemplates the develapment of particular uses permitted herEUnder and landscaped open space. The City recognizes that any such plan is subject to change in ADP's sole discretion based upon its judgment as ta the changes in mark~t demand for specific uses and nothing in this Section shall impair ADP's right to make such changes in connection with subsequent applications as it may determine are apprapriate, sub~ect to the requirements of the remaining portions of this Section 9(1) as ta the approval by the City of future specific buildings. The Revised Zone Diagram represents a plan designating potential uses of the ADP Property should a General Market~Grocery use be developed in the Olympic~Cloverfield Zone which indicates the degree of specificity needed in connection with futura plans which may be required under this Section 9(~)(xi)." ~1. Section 12(a~ af the Development Agreement. Section 12(a} of the Development Agre~ment is hereby amended ta read in full as fo~lows: "12. Miti~ation Fees. (a) Hausing and Parks Fee. Property ~wner shall pay to the City a housing and parks mitigation fee ("Housing and Parks Fee") in an amount computed by adding {a) $2.25 multiplied by ~he first i5,000 square feet of net rentable Flaor Area utilized for medical or commercial office space, plus (b) $5.00 multiplied by the amount of net rentable floor area for such office space above 15,OQ0 square feet (excep~ that the fee camput~d at the rate of $2.25 per square foot shall apply only to the first 15,000 square feet of inedical or commercial office space in the Project). The amoun~ af each portion of the Housing and Parks Fee due pursuant ta this Section 12(a) shall be adjusted from the date of thE execution of this Agr~ement {December i987} to the month immadiately preceding the date of payment bas~d upon the intervening changes in the Consumer Price Index for all consumer products for the Los Angeles~Long Beach Metropolitan Area. The amount of the Housing and Parks Fee due for any building af ~he Pro3ect shall be based upon the amaunt of net rentable Floor Area of inedical or commercial affice space included within the approved building p~rm~t for th~ bui~ding. Upon the issuance af ~ach building permit, Property 20705477--2/1!95 Aeclined fro~ 1/4j95 -17- Owner shall promptly pay the Hous~ng and Parks Fee due thereon. Nothing in this Section 12 sha~~ requzre payment of a mitigation fee as a condition for the issuance of a building permit for the restoration of any building on the Real Property pursuant to Section 9(g){vi) hereof. Housing and Parks Fees paid under this Agreement shall be allocated by the City in accordance with, and in fuli satisfaction of, Ordinance NumbEr 1367 (CCS), as it may b~ amended from time to time, except that to the extent the fee payable hereunder is allocated for pa~k space, it shall be utilized sol~ly for the acquisition and development of land far new parks ar expansion of ~xisting parks, including expenses related thereto, and shall not be used for capi~al improvements, maintenance or other purposes. Th~ Housing and Parks Fee shall not apply to any uses except medical and commercial dffices. AlI other uses shall be exe~pt from the Housing and Parks Fee incZuding, without limitation, Neighborhood Commercia~ Uses, General Market~Grocery, Health Club, Banks and Savings and Loans. Restaurants, and Multifamiiy Residential Housing. 12. Sec~~ons 12(c} and 12(d) of Develo~ment Agreemen~. The follawing new Sections 12(c) and 12(d) are hereby added to the Development Agreement. "(c) Affordable Housing. The pravisions of Chapter 9.28 af the Santa Monica Municipal Code, as in effect on the date hereof, a copy af which is attached h~re~o as Exhibit C, shall apply to the Project in the event ADP elects tio develo~a Multifam~.lv Residential Housina; .•x. ••~, . '• . •11 ~ _ '~.:-. .ti . ' :rl. ' . . ~' : Ii::L'.~:~: [ ~ ! ti ~ J'.'r ~ ~. . , ... . . i' . .': ':: . .. . f1s~ 7 r . .^ . .. ' ~'. ~. ... .•J . ~, ii~~ .: ~ ~ .7" f :' f E R7:: J ` 1 ra ~.R .~i .: _ ' ••Y :t: ~ ~: : ~a j a 'l~- 1 ..i :l'L i' ...:i '~'a 1'~.~ . ~ .:y1i- :.i li.l'1. 1J'i . . :: • i" . 1.. ~ ~ ti*~1 .=~R:: : :~L r~i:t.' ~~ Ci: f{r i~..ti' :1=: ._Tl- 1 3 ~1~ } S! ti _:. ~ ...•~ .~{ . ~~L ~.iSrr- 'C i)l':.' U:' : r.!• ....:i i:i~~ ~ ~ St)5''`S: ~ : ~~. I. - -- ~ T1•) ~~ ~ ~ i ~ r r.~-rs 1 ~ ~v~ - . :;~`.'T'. ll.. :_. :~': :. ~ ! .. , :~ . ... l -. ~~•.~. ' s.~~, l.•, i ~- ~ T [ .~• r.: 3~:1: t a ~•~.~::: : .::.E~- .~:~ .~I " iLL:+~~f:ti [a.. . ~~.:. ~~~ ~~*~y::~ L.L:~: .~.. 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"(d) Credits Ac~ainst Housing and Parks Fee and Affordab~e Housing Fee. Upon execution of the Deveiopment Agreement, ADP's predecessar-in-interest paid to the City the sum of $2,200,Op0. The City and ADF mutua~ly agree that this sum constitutes an initial advance payment by ADP of the Housing and Parks Fee and Affordable Hausing Fee pursuant to Sections 12(a) and 12(c}, respectively. Accordingly, in calcu].ating the amaunt of Housing and Parks Fee and~ar Affordable Housing Fee ta be paid under Sections 12{a) and 12{c), Property Owner shall be entitled to a dollar-for-dol~ar credit in the amount of such advance payment." 13. Sec~ion 13(a) its ~ntirety. I4. hereby a Section of the D+ Sec~ion Sectian mended to 13(a) of th~ ~ve~opment Ag: 13(b) of th~ 13(b) of the read in ft~ll ~evelo~ment Agreement. reement ~s hereby deleted in Development Agreemen~. Dev~lopment Agreernent is as follows: °(b) Open Space. The areas designated an ~he Zone D~agram as 'Colorado~ Twentieth Plaza', 'Colarado~Cloverfie~d Plaza' and 'Olympic~Cloverfield Gateway' shali be develop~d and used far public viewshed purposes (the 'Qpen Space'). The Open Space sha11 consist of an aggregate of at least 40,~~0 square te~t. The Colorada/C3.overfiEld P~aza shall have a minimum of 3,000 square feEt of Open Space. The 0].ympic~Cloverfield Gat~way shal~ conta~n at least 25,000 square fe~t of Open Space. If the Project includes a General MarketfGracery, such requ~r~ment shall be satisfied by the development and landscaping of the Olympic~Cloverfield Gateway in za~as9~~--z/lj9s Reciined from 1/4/95 - ~ J - accordance with the standards set forth on Exhibit D attached hereto, and ADP sha11 cooperate with all surrounding property owners ~o d~velop a unifor~ landscape and streetscape ~herne. The O~ympfc/C~overfieZd Gateway may, in th~ discretian of ADP, include a par course for puhlic use. The Open Space shall at all times remain the property of Property Owner and shall be maintained by Proper~y Owner at its so~e cost and expense." The parties hereby acknowledge and agree that the Colorado~Twentieth Plaxa has been comp~eted in accordance with tha Development Agreement and consists of 3,543.3 5quare feet. 15. Sectian 13(c) of the Dev~lo~ment Agreement. The fallowing constitutes thE manner in which Sec~ian 13(c} shall be complied with after the date he~eaf: (a} 5ection 13(c) af the Development Agreernent requires, among other things, that (i} Property Owner pledge at ~east $250,000 to ~he Santa Monica Arts Foundat~on (the "Foundation") far the acqu~sition of artwork to be placed in the pubZic areas of the Project, (3i) an Art Selection Committee be formed consisting of representatives o~ Property Owner, the Santa Monica Arts Commission (the "Commission") and the Foundat~on, and (i~i) within one year follawing the date of the Development Agreament, the Art Selection Comrnittee, with the apgroval of Property Own~r~ wou~d establish a plan consisting of general gu~delines for the type, size, cast and lacation for var~ous artworks around the Praject. (bj SMNSA, the Commission and the Foundation established an "Arts in Public Places" project and selected an artist to design cer~ain gates as a part of the development current~y located on Lot 7 as ~he fi~st of these projects. In connection therewith, SMNSA has expended certain amaunts towards the aggregate $250,Q0~ pledge, (e) Because no development has occurred on the Real Property fo~~awing the developmant of Lat 7 and because of the change in awnership of the ADP Property tv ADP, no further work has been dane by Property Own~r, the Foundation or the Cammission with respec~ to additional artwork for ~he public areas of the Project. Therefore, the C~ty and ADP agree that {i) additional amounts remain to be spent by ADP in connection with artwork in public areas of the ADP Proper~y in order to satisfy the aggregate $250,000 pledge contained in Section 13{c) af the Developm~n~ Agre~ment, (ii) ADP shall work with the Commission and the Foundation in order to reestabiish the Art Selection Comm~ttee within 20705977--2/1/95 ~1edLined #zom :/L/4] -~ ~- nine (9} months following the date of execution of this Second Amendment, and (iii) upon reestablishment of the Art Selection Committee, the Art Selection Com~nittee and ADP shall carry out the balance of the procedures se~ forth in Section 13(c) of the Developmen~ Agreement. ~6. Section 14 af the Dev~lo~ment A~reement. The City and ADP mutually acknowledge and agree that the provisions in Section 14 of the Development Agreement regarding the City's review and approval of subdivisions and tract map appZications also apply to any Multifamily Residential Housing units which are developed as condominiums or which are converted to condominiums pursuant to the Tenant Ownership Rights Charter Amenc~n~nt (Article XX af the City Char~er) or any other subsequently enacted law authorizing conversion of rental units to condominiums or o~her forms of awnership housing. 17. Section 15(e) of the Developm~nt Ayreement. The fourth sentence in Section 15(e) of the Develapment Agreement is hereby madified to read in its entirety as follows: "All toilet fixtures sha11 be "low-flow." 1 n r. _ _ ~ ~ _ _' y n . _. , _ r ~ s_ _ .. _ _ _ _ ~ 1~ • ~7C1.1.1V11 1! `L, Vl Ll1C LCYC1lJ~J1llGlli. nyicciiicii~. • - ' - '- - -'--- _ -' _ -' w7Cl..1.1V1L 1! l4~ lJl 1.11C LGVG1VkJ11lClll. C1l,1GC1lIC11L. 1.7 l1G1CLx a1l{C1111CU L.v - -~ r_~ ~ i~au ~ii .~i.a ciaa..iic~.1r aa tvitvw.~: ~ _L_y ~ ~ ~ ~ i, j rivYGii.y vriii~ci .~11a11 LC 1G1~LL11C11 i.v i~i~i_Qa.ii -'- - , _, _ , r _ ,_ _ • , ~ ~ ri141111.C1.1.LL1Q1 liCV1~vY nvaiu a~.~,~~~a~ i~i uiiY ~u~iu~iiy _ r ~i_ _ _~_ _ ~vii~i,ii.ui.iiiy n rvi~ivii v~ ~rio rivjoi;~ ri~v~ i,v 411C iaauuii~.G vi uiiY ~`.~u~iuiiiy ~+~iniii. i.iiclcivi. nia.iiii.c~.i.uLai i~cviGwT 88~1'~ ~ l L_ 1_ _1 i L_ _ L _ l 1_ lCY1C1l~ .~lLai.1. ~JG 111i111..GLL LV 1.11G ~7~.VLJC VL 1GY1C'.Ylf QliVYYG~1 111 i 1_ _ rY ! i _ 1 _l _ _1 _ L ~ 1 1 1_ _ __ 1_ ! i 1_ t.aac L,.i~.Y iiu~i~.~;i~as i.vu~ caiiu aaiaii s~~ ~uu~o~.i. i.v ~,iic -'----'------- -• _• •_~_ y7~ LLCV~IV~J1llC11L ttI~EFL.7 c~~.G~114G~..L 4v ~~vkl~14~ VYYl1Gl llilUGl 1.111r7 ~a ~ _ _ _ _ _ _ _ _ _ i _ _ _ _' _ _' ~ _ _l r. _ _ _ __ _ _ ~ _ _ __ _ _ i_ _ l l 1_ _ • 1 1 ~ 1 L1l~tCClllGlil~r 4.~ Q11lGSL~ACU. r1VrIC16r VYf1LCl ailGlll LC C111.11.1C11 l.V - L i _ 1 L_ ~~ • l l vu~aiii uY~,r~vvai ivi uii iiiuiviuuai i~iiiiuiiiy aiiu ii.~ aiii.iiiflir '---'---------- ---' -'-- •~,-- ~ ~,-- 1QF1l1Al.a~J,~jly Qllll a~yiiayc w1L11lJLLl. 1.11C 11G1.G.7.711.2' 1Vt r~~rci~1. L___ t_ , vriiici i:v r7LLLlllll. ivi ~„~.i.y v~ ISlt.11.1.4G4461iGi1 ncvicYV ~vu~:u _ ~ r_ _ L_ _ r y7_ LGYlG1~f ~J.La11.7 1Vl 1.11C iGU1Qil1llCi Vt 411G r1v~GL.L.• 1M.f.1411G1 411G ~ _ _ ~ L ! i _ ~ i _ _ _ _ - ~ r. ~ _ _ • _ _ r~ _ _ _ _ ~ _ _ _ _ i L _ r~ l _ _ _ _ • • AlLi11LC41.1A1a1 i\CYlGYY DVQiLl 111J1 Ll1C rlatlllllalj L.V111i11.Lw~AlVi1 ~J11 _ l ~ 1_ _ 1 1 _ L _ 1_ _ _ ! l _S ! _ ~ _ _ 1 ~ aYYca~ alia~.i ~c~~iic ~.uaiiyca iii caiiY LLLllt.t111y uc~iyii cicii~cui. ~_ _~_ __La_~' e~~ _~____ _t_ _rc_ ~~__ Vl 1Q1112.71.Ql.JjLj1.~ rii1LC.11 Yt111 QUVCl.~C1r atiCt.t. [.11G VrJCLaVlVlla Vi __~__~ _ ~ ~ r__ u ouNcifnainc~. niiu ii.a icinircu r,a~;tiiiy ~J1V~JlJ.I-CI.L ~~~ i,iic ~_____'r__~_~1..~___'_~_ r~_'_ __ ~_' __ _ _~' 'i_ 1,.1VVG111C1LL/V1Yit1~.71L uviao av .~vity aa ~ui.a~ u~aiyai d17~ ~ -~ - L i L_ _ L i L _ 1a1Fl.tr7l.Q~Jlltlj ~..~a~iYiY YY1Lil 411G 1C~LL1LGt1iC114.7 Vl L111r7 ril~1CClliCllL~ 19. Section ~9 a~ the Develo~ment Agreement. Sectian 19 of the Development Agreement is hereby amendEd to read in full as follows: "19. Amendment of Agreement. This Agreem~nt may be amended, in whole or in part, as to any portion of the Real Property except that (a) the following provisions of 20705477--2J1/95 Realined from 1/4/95 -2~- this Aqreement cannot be amended without the prior written con~ent of the Owner of Lot 7: the definition of the Designated Area; the locat~on of any General Market/Grocery use; the FASF of any General Market~Grocery use above 80,000; Section 9(g)(iii); the densi~y and height limitations applicable to Multifami~y Residential Housing uses; and this Sectian 19, and (b) no other provision of this Agreement may be am~nded without the prior wrxtten consent of the Owner of Lot 7 if such amendment wou~d have a material adverse economic effect on the value of Lot 7. The pracedures for determining whether any proposed amendment wili have 'a material adverse economic effect on the va~u~ af Lot 7' are set forth in Exhibit E to Amendmen~ Number Two ta th~s Agrae~ent. Except as provided in (a) and tb} above, this Agreemen~ may be amended, in whole or in part, as to any portion of the Real Prape~rty without the consent df ~he Owner af any other portion of the Real Progerty." 2~. Section 15 of Exhibit I3 ta the Dev~loQment Agreement. S~ction 15 of Exhibit D to the Origina~ Develapment Agreement is hereby amended to delete all of such Section except for the first and last paragraphs, as they relate to the ADP Property; such Section shall remain in full force and effect with respect to Lot 7, In addition, ADP sha.Zl pay the City's general~y applicable sewer connection fee for all new constructian on the ADP Property, subject to the following: (a) to the extent wastewater ~rom F1oor Area of such new construction is treated at an on-site sewage ~Creatment system and recirculated for use ~n landscaping, decorative water features and~or flushing of toi~.~ts and ~rinals (in each case, wh~ther on-site or aff-site), ADP sha~.l pay a sewer connection fee of ten percent (lOg} of th~ generally applicable sewer connection fee for such Floor Area; {b) to the extent wastewater fram Floor Area in new canstructian of the ADP Property used far Multii.family Residential Housing (whether or not used for com~nercial purposes), Neiqhborhood Commercial or other uses other than General Cornmercial O~fice a.s not ~reated at an on-site sewage ~reatment system, ADP shall pay the generally applicable sewer connection fee for such Floor Area; and (c) to the new construction Com[nercial Of f ice trEa~ment system, applicable sewer p~us twenty-five Floor Area. extent wastewater from Floor on the A~P Property used for is not treated at an on-sit ADP shall pay the generally connection fee for such Floo cents ($,25) per square foot Area in General e sewage r Area of such 20705977--2/1/95 Redlined frc~ 1/4195 -22- 21. New Paragraphs to b~ Added ta ~xhibit D. The fol~owing new paragraphs shal~ be added to Exhibit D to the 4riginal Development Agreement canstituting requirements imposed by the City's Departments af ~lanning and Com~nunity Development and Environment and Public Warks Management in response to impac~s identified in the ~inal ~IR: "16. Unl~ss the ADP Property is developed in accordance with either "Scheme B" or "Scherne C," as described in the Final EIR relating to Arnendment Number Two, or with uses which ~al.l entirely within those permitted under the Development Agreement without regard to Amendment Number Two, ADP sha~.~ provide funding in an amaunt not ta exceed $75,000 for the design and installation af updated intersection signal Equipment as part af the City's centralized computer signal control system ~or the intersection of 20th Street arcd Braadway. This will include a new signal controller, new signal poles, mast arms, signal h~ads and interconnect as determined apprapriate by the City's Traffic and Parking Engineer. No~wi~hstanding the foregoing hawever, ADP shall, at any time after the Effective Date, be entit~ed to request preparation af additional environmental analyses, at ADP's expense, to determine whether a proposed development scenario which diffexs from a development scenaria which was stud~ed in the Environmental Impact Reports prepared for the Project would, in fact, create a significant environm~ntal impact on thzs intersection when compared to the impact which would have been created by the uses permitted in ~he Development Agreement and identified in the Fina1 EIR relating to Amendment Number Two as the "existing Development Agreemant." If ADP makes such request and subrnits the necessary funds to pay for such additional environmental ana~yses, the City sha11 cause such additional environmental ana].yses to be prepar~d and circulated for public camment to the extent required under the Californ~a Environmental Quality Act. If such additional environmental analyses are prepared~ they shall be presented ta the Planning Commission for review and ADP shall be required to mitigate thas~ significant adverse en~ironmental impacts, if anyi WhiCh the Planning Com~ission, or the City Cauncil on appeal, finds are projected to result from such propased development scenario which would not bE projected to have resulted fram the "existing Development Agreement." "17. ADP shall pay any additional cost which might be required in arder to make permanent the ~emporary westbound left turn I.ane at Centinela Avenue and Colorado Street. "18. Exterior walls and ~'40f8 shall b~ fini5hed with light-colored materials w~.th high emissivity characteristics to reduce cooling ~oads. Interior walls 20705977--2~1~95 Redlined from 1/4/45 - 2 ~ - shall be finished with ~ight-calored materia~sE except where dark colors are preferable for aesthetic effect, to reflect more light and thus increase lighting efficiency. A perfarmance check of the installed space conditianing shali be campleted by the develop~~~insta~ler prior to issuance af a certificate of occupancy ta ensure tha~ energy-efficiency measures incorporated into the praject operate as designed. Heat-reflective draparies or other coverings shall be installed on appropriate exposures. Built-in appliances, refrigerators and space-conditianing equipment shall exceed the minimum efficienay levels mandated in the California Cade of Regula~ions. ADP shall consu~t with the 5outhern California Edison Company and the 5authern California Gas Company regarding any other feasible energy canservation measures that could be incarparated inta the design af the Projact. "~9. ADP sha~~ comply with the applicable provisions of Noise Ordinance No. 1~38 (CCS) of the Santa Mo~ica Municipal Code and with the City of Santa Monica Constructian Haurs Ordinance. ADP shall enter into a construction mitigation plan with the City in accordance with customary City pol~c~es. "20. To minimize ~xcessive l~ght and glare, building ext~riors shall utilize low ref~ectance materials. Mirrored glass and other highly reflective building materials sha11 not be utilized on the exterior of buildings. A~l outdaor Iighting other than identification signage shall be directed from ~he perimeter of the property toward buildings and parking areas utilizing cut-off fixtures to prevant nighttime illumination to sp~ll onto ad3acent praperties and residential uses on-site. Exterior building courts and corridor illuminatian shall be designed to m~nimize intrusive glare an adjacent land u~~s. Low level security lights shall be used along driveway entrances. Plant materials, shade struc~ures and oth~r architectural design features shall be used, where apprapriate, to decrease reflectivity of hardscape and liqht and glare toward adjacent land uses. "21. The project shall pay to the City !.:;~I~~ par dwelling unit to be used for the acquisition, ~mprovement, and expansion of public parks, playground andJar reereation ~acilities. "22. The praposed project shal~ comply with Ordinance 1506 {CCS), the Sprinkler Ordinance, to ensure adequate fire prevention in non-residential structures. "'23. At~.empts shall be made not to obstruct any of the surrounding streets during the construct~.on period. All constructian equipment and materials shall be kept on the 20705977--2/1/95 Redli~ed fram 1/4/45 -24- project site to avoid obstxuction qf traffic circulation, especially during traffic peak hours. As req~ired by the Cit~ of Santa Monica Fire Department, access far f ire equipment shall be maintained during construction. "2~. ADP shall work with the Police and Fire D~partments di the City on building~complex design to assist with emergency access to the site and on facility design in terms of "target hardening" against criminal activity for both residential and commercial design. Entryways, eleva~ors~ lobbies and parking a~eas shall be we~1- illuminated and designed w~th minimum dead space to eliminate areas of concealment. "25. The Project shall comply with the City's No Water Waste Ordinance ~No. 1527) and Ordinance No. 1513, to the extent such ordinances are applicable ta projects of comparable type and size. Effzcient irrigation systems sha~l be instal~ed to min~mize runoff and evaporation and maximize the proportion of water available for use by plant materials in landscaped areas. Water conserving landscaping ut~lizing d~ip irrigation and appropriate mulching to retain soil mvisture ta the soil shall be used in a11 comman areas and encauraged elsewhere within the Project. ~f available to the ADP Property, reclaimed water sha~l be utilized as a source to irxigate large landscaped areas. Drought- tolerant, low water consuminq piant varieties shall be used on site to reduce irriqatian water consumption. None o~ the forego~ng shall be applicable to the extent that ADP uti~izes the exist~ng water treatment plant located on the Property to abtain wat~r far irrigation. "26. Information shall be pro~ided to residents and employees of the proj~ct on the ADP Property about the recycling services in the area. Buy back centers and p~ssible markets for recyclables in the area shall be xden~ified. R~cycling glass, metal, paper, cardboard and other materials ta ~h~ maximum extent feasible shall be suggested to residents and business. Adequate space shall be provided per current City specifications for on-site trash and recyclable collection/separati~n. "27. Prior to issuance of a building permit for any partion of the Project on the ADP Proper~y, other than the General Market~Grocerg, ADP shall submit an ana~ysis ta the City's Department of Env~ronm~ntal and Public Works Management demonstrating that the design of the proposed structure(s} will result in a 10 p~rcent energy efficiency increase over the life of the structure(s) above the requirements of Tit~e 24 0~ the California Building Code, to the ext~nt such increase can be implemented on a cost- effectiv~ basis measured o~er the life cpcle of the structure(s). 20705977--2/1/95 RedLine: fram 1/4/95 -ZS- "28. Prior to the issuance of any demolition permit with respect to development on the ADP Property, ADP shali file a de~o~itions recycling p~an with the City's Depa~tment of Environmental and Public Works Management. Frior to the issuance of any building permit with respect to any struct~re ~n the ADP Property, ADP shall file with the City's Department of Environmental and Public Warks Management plans regarding the recycling of construct~an waste and the use of reeycled and low-impact ma~erials in building construction. If, on the date such plans are filed, the City has adopted ordinances requiring the approval af such plans as conditions to the issuance of demolition and constructian perm~ts for all construction on a City-wide basis, which ordinances establish generally applicabl~ standards, then such plans sha11 be approved in accordance with such ordinances as a conditian to the issuance of such permits." 22. Sale and Consumptian of Alcoholic Bevera9es. {a} On-Sale in Restaurants. The City hereby agrees that on-site sale and consumption of alcoholic beverages shall be permitted in up to three restaurants ~ocated in the Project, except those restaurants where take-out service is primary. Separate conditional use permits (CUPs) shall be required for all on-site sale and consumptian of alcoholic beverages, such CIIPs to be issued or denied pursuant to standards then be~ng applied by the City with respect to on-site sale and consumption of alcoho~ic beverages generally except that the City shall not deny CUPs far up to three outlets an the Real Property on the basis of th~ concentration of such outlets in the a~ea in which the Real Property is located. Nothing i~ this Section ~5(a) shall preclude Property Owner from apply~ng for conditional use permits for additional outlets sel~ing alcaholic beverages for consuanption on site and such permit applications shall be cansidered by the City under the condition~ generally applicable throughout the City at that time, including thase relating ta concentration. (b) Off-Sale in General Market~Grocer~ S~ace. The City hereby agrees that a separate canditionai use permit (CUPJ is not required far th~ off-site sale and consumption af alcoholic beverages in the General Market/Grocery and ADP agre~s that the aggregate amaunt of linear shelf space devoted to alcoho~ic bev~rages will not exceed 950 feet, and that fortified wine wi~l nat be sold ~or off-site cansumpt~on. Nothing in this Section (b) shall preclude Property Owner from applying for condit~onal use permits for additional outlets selling alcoholic bev~rages for consumption off site and such permit applications shall be considered by the City under the conditions generally app~icabZe throughout the City at that time; however, 20705977--2/1f95 Redl~.ned fra~ 1/4f95 -2~- Property Owner shall not be permitted any of such permits as a matter of right. (c) Alcoholic Beveraqes Defined. For puxposes of this Section, the term "alcoholic beverages" shall include, without ~imitation, beer, wine, malt beverages and distilled spirits, (d} Compliance with Other Governmental Re~uirements. Nothing in this Section shall be deemed to relieve Praperty Owner fram comp~ying with customary requireroents imposed by the Police Department of ~he City of Santa Monica upon locatians where alcoholic beverages are sald or consumed or fxom obtaining a license fram, and complying with the requirements of, the California Department of Alcoho~ic Beverage Control ("ABC"). (e) Confirmation of Re~uired City A~~rovals. Upon written request of ADP, City shall confirm in writing with the Caiifornia Department of Alcoholic Bevarage Cantrol ("ABC°~ ~hat ADP has abtained all local appravals necessary for the sale and consumption of alcoholic beverages as contemplated in Sectians {a) -(c) herein and that City, including the Santa Monica Police Depaxtment, has no objectians to ~he issuance of the necessary ABC licenses for the sale and consumptian of alcaholic beverages as contemplated in Sections {a) - (c) herein. (f) Except as expr~ssly provided ~n this Section, any sa~e of alcohvlic heverages in the Project is prohibited. (g) Section 9(g)(iii) of the Development Agreement is hereby de~eted. 23. Definitions. The capitalized terms that are used in this Second Amendment that are specifically defined in this Second Amendment shall be defined as set forth in this Secand Amendment. Capitalized terms tha~ are used hut not defined in this Second Amendment shall be defined in the same manner as they were def ined in ths Development Agreement. Terms used in this Secand Amendment which are not defined herein or in tihe Development Ag~eement, but are defined in the Ci~y's Zoning Cod~ on the date hereaf shall have the meanings given those terms in such version of the Zoning Code. 24. Status of Devela~ment Agreement. Excep~ as amended by this Second Amendment, ~he Developmen~ Agreement shall remain in full farce and effect in accordance with its terms and conditions. Notwithstand~ng the foregoing, in the event of any inconsistency between ~his Second Amendment and the ~evelopment Agreement, ~he app~~cab~e pro~~sions of this Second Amendment sha11 gavern as ta th~ ADP Property but the applicabie provisions 20705977--2/1/95 Redli~ed fram 1/4/95 - 2 7- of the Development Agreement without regard ta this Secand Amendment shall govern as to Lot 7. 25. EffECts of Amendment on Land Use Rec~ulation. Notwithstanding the provisions of Section 17(a) of the Development Agre~ment, and as to the ADP Property only, the following rules, regulations and official pol~cies ("gaverning provi~ions"} shall apply: {a) For all uses specifically permitted by the Original Development Agreement (not including Genera~ Marke~rGrocery), the governing provisions shall be those rules, regula~ions and official policies go~erning permitted uses, density of development, design. improvement and constructian standards and specifications (except for Technical Cades, as defined below) generally applicable to the developm~nt of real praperty for such uses in the Specia}. ~ff~ce District, as defined in the LuC~, ~.n force an December 16, 1987, except as amended by the Development Agreement or this Am~ndmen~. Tn addition, the governing provisions shall include those provisions set farth in Exhibit F bu~ shall not inc~ude the provisions of Santa Monica Municipal Cad~ Chapter 7.1b. (b} Fox~ Multifamily Residential Housing, General Market~Gracery uses, and other N~ighborhood Commercial IIses, ADP shall not be required to comply with the standards set forth in the C5 Special Office District provzsians of the Zoning Ordinance, or ~he "Project Des~gn and Development Sta~dards" section of the Zoning Ord~.nanca, but shal~ comply with those standards set forth in the Development Agreemen~ and this Amendment, and with the provisions set €orth in Exhibit F. Except with respect to Techn~cal Codes (as defined below), ADP shall comply with all other governing provisions generally applicable to the development of real. prop~rty for such uses {including~ WithoL~~ lima.tation, the payment of feesJ in effect on the date of ~his Second Amendment except as specifically amended by the Development Agreement or this Airiendnient . (c) Notwithstanding the above, all new canstruction on the ADP Praperty shall be in compliance with the provisions o~ Santa Manica Municipal Code Chap~ers 7.10 and 8.04 and any other construction-related technical codes adopted by the City and generally apg~icable to s.imi~.ar projects developed in the City ("Technical Codes") which are ~n effect at the time of issuance of the building permit for such new constructian. 26. Recordinc~ of Second Amendment. The parties hereto shall cause this Second Amendment to be recorded in the Official Reco~ds of the Co~nty of Las Angeles. The cost, if any, of recQrding this Second Amendment shall be borne by ADP. 20705977--2/1/95 Redli~ed from 1/4/95 ~2$-- 27. Severabili~~ and Invaliditx of Particular Pravis~ons. If any term or provision of this Second Amend.ment or the applicat~on thereof to any person or circumstances ~hali, to any extent, b~ invalid or unenforceable, the remainder af this Second Am~ndment, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable~ shall not be affected therebg, and each other term and provision of this Second Amendment shall be valid and enforced to the fullest extent perm~tted by law. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. CITY OF SANTA MONICA, a municipal corporation By: John Jali~i Its City Manager A~TEST: City C~erk APPROVED AS TO FORM: Marsha Janes Moutrie City Attorney ARBORETUM DEVELQPM~NT PARTNERS, LTD. a California limzted partnership By: Arboretum General Partners, Its General Partner By: TransAction Financial Carp. a California Corporation, Its General Partner By: Robert H. Bisna, Chairman and CEO By: Swire Properties, Inc. a Califarnia Corporation, Its General Partner By: Stephen H. Swire, President The foregoing Amendment Number Two to Development Agreement is hereby cons~n~ed to by the undersigned. 20705977--2/1/95 Redli_ ed from 1/4!95 -Z g- Dated: , 1995 SANTA M~NICA NUMBER SEVEN ASSOCIATES, L.P., a Delaware limited partnership By: Colorado P~ace Phase iII, L.P,, a California limit~d partn~rship, General Partner By: Colorado Place Phase II~, Inc., a California corporation, General Partner By: Name: Its: 20705977--2/1/95 $edZ~ced from 1~4~45 - 3 O - EXHiBIT A-1 LEGAL DESCRIPTION OF THE ADP PROP~RTY Pazcel A: Lots 1 through 6 of Tract No. 49694, in the City of Santa Monica, as per map recarded in Book 1175 Pages 37 to 40 inclusive of Maps in the Official Records af the County a~ Los Angeles, State of Cali~ornia. Parcel B: The Lessee's interest only in lease of the real property below, dated March 12, 1979 between Southern Pacitic Transportation Company as Lessor and Parker Manufacturing Company as Lessee (Instrument No. $6- 184890), h~ld by SoPac Proper~ies, Inc., (formerly known as Anaheim Hills Development Corp.) folldwing February 11, 19$6 assignment by Parker Manufacturing Company to Anaheim Hi~ls Development Corp. (Instrument No. 86-184$90}. That portian of the right-of-way, 100.0 feet wide of the Southern Pae~fic Railroad Company in the City of Santa Monica, CQUnty of Los Angeles, State af California, as recorded in Book 40, Fage 282 of deeds in the Office of the Caunty Recorder of said county, described as fallows: Eeginning at the intersection ot the curved northwesteriy line of said right-of-way, 100.0 feet wide with the curved northwesterly line of the land described in Parcel 3 af the f~nal order of Condemnation No. ~96551, filed Ju~y 23, 1945 and entered July 24, 1945, in judgment Book 1553, Page 27, Superiar Caurt, records of said State; said last mentioned curve being concave southeasterly and having a radius of 905.a0 ~~et; a radial line of said curve to said intersection bears north 51 degrees, 34 min~tes, 3b second west thence southwssterly and continuing along said curve 94.25 feet through a central angle of 5 degr~es, 58 minutes, 02 seconds to a point in a curved line being concentric with and distant southeasterly 40.00 feet measured radially frQm, said northwesterly lin~ of said right-af-way, 100.p0 feet wide; said last described curve being concave southeast~rly and having a radius of 11,663.40 feet; a radial line of 5aid curve to said poznt bears narth 29 degrees, 38 minutes, 43 seconds west; thence southwesterly 636.55 feet along said concentric curve through a central angle of 3 degrees, 07 minutes, 39 seconds, ta the northwesterly line of Twentieth Street, 70.00 feet wide as shown on the Map of Tract No. 9774 in said City and recorded in Book 140, Pages 54 and 55 20705977--2/1/95 Redlined from 1/4%95 of Maps, in the ~ffice of the County Recard~r of said county; thence alang said last descxibed northeasterly line north 44 degrees, 45 minutes, 25 second west, 4Q.8B feet ta its intersection wi~h said curved northwesterly line of said right-of-way, ~aa.0 feet wide; said Iast-mentioned curve being concave southea~t~rly and having a radius of 11,703.4Q f~et; a radial line of said curve to said inters~c~ion bears narth 32 degrees, 48 minutes, 53 s~conds west; thence nartheasterly 732.79 f~et along said curve, through a c~ntral angle of 3 degrees, 35 minutes, 15 seconds to th~ point of beginninq. 20705977--2/1/95 $edlined from 1/4/95 EXHIBIT A-2 LEGAL DESCRIPTION OF PROPERTY OWNED BY S.M. NO 7 Lot 7~f Tract No. 49594, in per map recorded in Boak 1175 Maps in the Official Records State of California. the City of Santa Monica, as Pages 37 to 40 inclusive of of the County af Los Angeles, zo~as9~~--2/i/9s Rediined from 1~4~95 'Vl V'Y 1J~J VJ Jli I I ~ I\U~ ~ c~ n o ~. ~ ~~ ~~ ~ ~~ ~ ~ ~~ S~~ o ~ fl~ ~, ~'~ R~~~A ~ ~ A ~ V ~ $aa~ r -~ ~ -o. ~ ~ ~~F ^ ~ ~ r ~~ ! ~~ ' <~ ~ ~ , ~~ ~ ~ ° ~~- ~~~ b~~ . 1 ~e~~ ~~ ~ ; :~ ~~~ ~~ ~'~V v~ I ~ ~ ~ f ~ v! 1 1~9 ~ ~ 1 J]!i6 kH~R~7`UM 1 A~ PMFNYAOR~vSEN'C ~ ZAH UL4QRAME~C~fT'B' ~~ -~ iWEHTL4T11 STREF7 I .-E- 4.^ . f' 316C - - - - ~- - ~ ~ 7~ i f ~ ~ p ~~ ~ ~~+~ ~~ ~ ~ ti ~ N \ ~ i ij~ ~~ \ ~ ~ ~ li ~ 1 l 1 ~ ~' 1~ ` ° f, ~ x_~ ~~ 1 `~ ff ~Y ~ ~~ ~ f ~ ~P~°s ~ ~ h t ~~~< ' ~ W~ ~ ~ ~ ~ .- ~4=~ ~ ' p w~ ~ ~ ~ 1~ . ~ ~ ~ ~~°°' ~ ; m ~ ~~ ! / /' ' { ~' ' p~ j . ! j ~ ~va~a~ - ~ ~ -~` _~ ~; ~ :~ ~ f ~~ ~ J r~ gr R r ~ ~ '~ f i~ ~ ~ t ~ a rl ~ ~ ~ ~ ~ I I . r ~rl xg~~~ I f "~ p0 ~ TU6 Da' - I t7 --! / ~ ~ ~ 1 ~ ~ ~ f f ~ ~ ~ -- - , a ~ I I~ s r ~~~ ~ ~~ ~ ~ _ ~r ~ ir ~~_ ~ ~ ~ , ~ ~ '~~ ~I. .• ~ _ ~ , _ 2~„~ I 1 I ~ ~ ~ a ~ ~S}.~ ~~ ' D ~ ! ~ 1~ A .. }~ ~ i ~ 1 ~ ~ ~ ;~ ~ I 1 1 ~ ~~ ~~' L+~ r 1 , I __ ~ ~ ~ ~ ~ ~l ~~' ; ~ I f ~~ 1111111.! 11 I J I t1 ~ r ~, ~ ~ '~~Y ~.____r._-- ~._-_ _ ~ --~-----_ _ ___~ ~ sa~~ ~~ ! ~ . --- f ' ~ ~ CLDYEHF7ELD BOtILEVARD ~ r ~~ ~ ~ d ~ ~ ~ ~ ~ "'j Z n ~ ~~ n 0 ~ $ m ~ ~ ~ ~~ ~ ~CT~L F ~'c ,;AN 0~ '95 ?5 :1 1 31E ~SG2~4S PAuE 002 ExxzsiT c CHAPTER 9.2$ OF THE SANTA MONICA MUNICIPAL CODE SEE COPY ATTACH~D 20705977--Z/1/95 Redlined 'rom 1/4/95 9 2~i i3~ greater detail ~Pnor codv § 9Yllr'+., added b4~ Ord No 23J.CGS, adop[ed 10/10,'S0) 9.24.140 New ar rensed elesnents. In addition to those eiements prevtously sec forth u- ttus Chapter, the fallowing rsew or revised elements shaZl be mc[uded ~n the general g~an a land use element, a c~rculahon element, a housuig element, a conservai~on ele~nent, an apen sgace element, a se~smic safety element, a safery element, a no~se element, and a sceruc highway element, ~ confornvty witti State rec}u~rements. Such a~er and further elements, or arnendments ta the above elements may be added or made frosn time ta time, to cornply wsih State requireraents_ (Pnor code § 941IB, added by Ord No 231CCS, ad~pted lOr'10/54) 9.241~0 Generat Purposes of the p1an. In the preparanon of tE~e rnaster plan, tite Cornm~ss~on shal? make careful aRd comprehensive s~rve}5 and siud~es ef the exist~ng condEtions and proba6ly future growth of the municipal,ry and ~ts enhrons The plan s~al] be made wEth the general purpose o€ guiding and accompLshing a coerdinated, adausted, and harmonious deF•eEopinent of the municipality which. in accordance w7th exist-ng artd #~atu~e r.ezds, w~l `pes[ promote punlic health, safzty, morals, c.~nven~ence. prospenty, o: the general welfare, as well as ef~~encti~ and economG• 4n the process of deve[opmeni {Pror code 5 9412. added ~y Ord tio 231CC5, adopted ~0; IQ:'S0} 9.24 1f0 Adoption of a masfer plan. Tf~e~ Commisswn may prepare and adapt all ar any part of the master plan and ma}~ recommend such plaris to the Cin~ Counc~l for adopuan as officia! plans Before recom- mend~ng to the City Counc.l any such plan, or any amend- ment tE~ereto, the Planning Commission shall ho[d at least one pubhc hearin;, notice of [he time and place oi which shall ~~ ~ven b~,~ one Q~b[icat~on uz a newspaper of genera's ci.c~.:lat~an !n tf~e Cit~• an~ bF• s~ch oth~r means as the Cc~m:ss~or, r.ia~• d~esn necessan• The adoptton of the plan or anv pan, amendme~t, or addit~on, shalE be b~ resc:ut~an carr:ed by the afcsrmattve 4otes of noc Sess than a ma~onrq of a~l of the rnembers of the Comm~ss~on The resnfuuori shalS refer expresssy to the maps, descrip[i~e matte; and other mat[ers ~ntended by the Camm~ss~on to fa,n the v~hol~ or part af the pSan and tlne a~tfon taken shall be reco:~ed on the adop[ed plan or part thereof by the ~d~nt~fiing s~a~naturs of the secretan• oi the Commssion, and a capy oi the pfan or part thereof shall be certified to t'~~ Gt~~ Caunc~l tJpan rec~~7t of a ce:tified cop.~ of the master p~an, or a~v ~ar[ thereaf, or amendmen~ ihereto, as adooted bv th~ Plann~ng Cor-imission, Ihe C~tv Couttci] shalf adopc s~~'t Ya~ts thereoi as reasor.abl~~ r;a4 be ap~l~e~: to the der•elc~ment of the Ciri• ~or a reasanable p~:~•od of [ime ensu,rg Suc,". pa_ts ~hal1 thereupon hz endorsed an~ cer[~fed as eff~ciai olans [h~s a~:opted lor t~e [erriton~ co~~e~ec and her~by ar~ de~larLd to be esta~?~shed to con~~-~,•e an~ ~~~.mote [h~ p~'71~c healtE;, sa[ety ar,~ ~eneral ~.~~el`a~° B°fcre ,idopt,n~ ~nt~ sLC'~ pla°~ or ~a~'. tl.ereof or amendment tftereto, the Ciry Counci] shall hold a[ Ieast onc public heanng thereon, natice af the time and place of wfuch shalf be publ~shed at least once ~n a newspaper of general c~rculation in the Ciry at Least ten days before the day o€ such hcanng No change m or addition to the master plan or any part thereof, or amendmcnt thereto, as adopted by t~te Plannu-g Comm~ssian, shall be made by the City Council m adoptfng the same as an ofFicial pEan unt~l che sasd proposed cha~ge or addLtton shalE have been referred to the Plann~ng Commission for a report therean and an attested capy af s~ch report sha~l haye been fiEed with the City Counc~l Fa~iure of the Planning CommLSS~on so to report withi~ forty days, or suc~ langer penod as may be designated by the City Counc~l, after suci~ reference, shaf5 be deemed to be apgroval of the proposed change or add~t~nn (Pnor code § 9413, added by Ord No 231CCS, adopted i6l101~0} Ct~apter 9.28 T~iCLLiSIO~lS.RY HOL~SI~G PROGRA.~i Sect~ans 9 2$ C110 Findtngs and purpose 9.25.020 Deftnitions. 918 03U ~.pplicabiiitr• 9.28 040 Project development requ~rements. 9.Z8 0~0 . dn-s~te and jn-I~eu fee options. 9 28 06(1 On-site inclusjanary ~nit deF•eiopment reyuirements. 4.28 070 In-l~eu fees far ~nclvsionary housing. 9 ZS O80 k'ee waivers. 9 28 09{I Density banus and other incent~t'es. 9 2$ 100 Pncir-g requirements for snclusianar~~ un~ts. 9 ?$ L1D El~glbil~n• requirements 9 28 1:0 Re3at~on to umts reqesire.d by rent control b~ard. 9.28 130 Deed restnctyons. 9 28 1~0 ~t•a~labil-ty vf gavernment Sll~}S1t~1~5. 9 28 I~0 Enforcement. 9:28 16{} Reiauon to units or fees required pursuant to future ardinances implemenhng pragram 10 oF the Gty's Hausing Elernent ~ 2$ 1'0 lnnual re~ort 9 ZS ~IO Findings and pur~oae The :~~tti~ Counc~l f;r:as anc declares (a) Th~ Gt}' of 5ar~ca 1~~fonica has a resaonsi~•!it4~ to address .ne needs ot i,s res~dents and res~dents m the ree:on, troen all soaal and economic groups, tor cecent, arfordacie housing, ~ti'~ile at the same ti:-ie r~a~nta~n~ne an .canDm~callr• sour,C and healthy enti•~ronment i oj TFe Hcusin~ Element af the General Plan of th~ G,-: ~1 ~; r~~ = P~~an~c.~ ~~c~F~ed nr; Januan~ ?_ :9~3 ~ro~^d- ;.~ ° 9 28 Oi0 ed far an u~clusionary hous~ng progzam to address the need for decent and ai[ordabfe housing in~I'rogram 12 (c) The City Councii properly cans~dered and adopted the campoRents of an ~ncIusionary housing ~rogram which wauld ~~plement the goals of Pzagram I2 at its meetuig on March 10, 1987 (d) Ort 7une 28,1988, the Gty Councal rehsed Prograin 17., adophng Ord~nance I~Fumber IAhB (CtS) to vnplement those re~sions (e) On May 1, 1990, the City Council adoptad Ordi- nance Number 1519 (CCS) on an interim bas~s, finding that the vast ma~onry of new housing un~ts bemg can- structed u1 the Ciry of Santa MQnica were not affardabie to persons af loK~, moderate, or middfe income, that the current mciusionary requirements placed on ne~v housing de~e}op~nent wera inadequate ta a11ow the City ot Santa Momca ta prov~ee su€~cient numbers of new haus~e uruts to persons of Iow, moderatz, or m~ddle uicome, that the current per square foot in-lieL fee was inadequat~ Eo allow the CiR~ oi Santa Nion~ea to provide the n~mber of u~Ets wh~ch would be pro~nded if the iRClasionary requ~rements an new hpusmg development were rne[ by prov~s~on af on-sue housEng uruts, and that it was necessazy to 2r-iend the u~c[uslonary program on an uitenm t~ss~s to a[laN~ com- pleaon of studies to decerniu~z ~he most appropnate on-sice and ~n-Leu fee reau~remenu (~ On l~o~~emeer b, 19~~, the voters of the Ci~ of Santa 'viomca a~~roved Proposition R, adding Section 63Q to the Cit~ Cnarter to read as follaws The Ciry Council by Ordinance shali at all t~mes requ~re that no[ less ihart thErty perC2nt (30"~e~ ~f a[I mult~family-re~idential housing newly~ canstruc~ed in the Ciry on an ann;.~a! basis -s permanently affor~able to and occup_ec ~y~ 1~h° and mocierace in~ome ha~seho~ds Fer GF.;rposes ci th:s 5ecron, "low ~n~omz househofd" rr,~ans a hc~l=e~otd wit7 an inco~e ~ot exce~din~ sixn~ per:,ent (6i1ic) ot the I.os ~.r~wl~ County mec~a~ :r.c~me. ~c~u~t~d by family s~.~. as ~u~lished frem ~~me to *~:.~z ~y ~h~ Un;ted 5~ates Department oi rIous•ng arc lir;~an ~evelopmert ~nd ~ moderate i~came nouseho u'' means a;auseho:4 wlth an incame ~at e~ceed,ngas~z hundree percenc (i~~~! c} of t7e J,os Angele; Caunt~ median ~ncome, ac-~sted b~~ [am~ly s:ze, as a:~bE~she:; from nme to ume h~ :he L'nited States DePartment af ~-lous~ng and lirezr De- ti~e~opmen: At ;eas, ~ftp pe-cen; (50 ~~) of the r~;;~lt constructed un•ts rec~:red to oe perma~ently af~oY~:,Sf~ o~~ [h~s Secron ~::a~l ~e atforcable to and occu^~e~ b~~ lou~ ~ncc~me hc~se~sa[ds i~.- On ~ece-; be- ~9. 14~!;. the Citr~ oi Santa 1t~~r~ca a~:~l~sitz:~ not:ce ti~a~ on 1an~arv 4, ? 941, the C~[v C~~~ncil tiw~o~.:Sd conssder •ss•1zs -~tatinK to tf~e :m~~4ment~. ~n ot Prapa~it~on EZ ~ncl:;~in~ ~r~he:7°r !he tlurt~• ?ercent req~ire- ment oi Proposit~on R cou~a ~e r~et on-stte or e`- s~te, w•he€h~r an in-iie~ t"ze w•ould be perrn~t.zd, and w~e,~er the 'hirrF pzrcer~t reaU~reme-; ~~ad to ~e ~ret on a a-e~ect ~~ti~ prc:~ect basis 7~~c r,ot~c4 aiso p~c.•czd that :: ',ie 1an~~^~~.1J~1rr°et~~~~ l~eG : i:c,. .~~I'~~ui~ldC^r, 1v duccting staff ta prepare an ord~ar~ce to unpiement Proposrtzon R (h) C~ty Staff prepared a staff report for the January 8, 1491, Crty CaunciI tneeting adent~ng the issues that had to be addressed as part af the imglementattan af Proposihon R, suggesting a process for obtammg gubhc input, presenting City Staff's resolution of ~ssues ra-sed by Propos~t~on R's ~mplementatian, anc~ recommending [hat staff be dirzcted to prepare an ord~nance ~rnplementuig Proposition R. (~) At its January 8, 149Z meet~ng, thc City Counct] directed staff to prepare an ordinance ~mpiementing Propasition R and to return the ordinance to the Clty Council on February 26, 1991 U} The 5anta Momca Planning Commzssion, as well as othet groups yn the comrnunity, bei3eved the sc~edule for the return of the ard~nance did not provide opportun~- tfes for adequate revtew of vanous alternatrve strate~ies `or ~mplementing Proposisson R {ie) At its meeting on February 19, 1491, the C~ty Counci! decided to recons~der whether an ord~nance should ~~e grepared, and scheduled for its next regular meeting a general discussion of imp[ernentinQ strate~ies {l) On March 5, 1991, the Gtv Coanc~! duec[ed t~e Ciry Attomey ta prepare an orduiance oroiub~t~ng the ~no ei appl-cat~ons for market-rate resident~af ho~smQ until s;:ch t-me as the C~ty Council adopted an ordinance ~mpte- menting Propos~t~ort R excepttng from tf~e proh~b~t~on an~ pro~ect ~n which thirtv percent of the un~ts constructed cn-site are avaifable to ]ow and moderate ~ncome persons as provided for in Propos~t~on R (m} On ~iarch 26, 1991, Ordinartce Number 15i" (CCS) was adopted unpos-ng restncaons an new multuamfly 7ousing to ensure comptiance with Prooos~tion R T3~is ~rd~ance ~°as due to exptre an September 25. ]991 f n) On -~pril 3,1991, the P;anninp C~mr:~:ssion reslewed ~z outEuie cz~:zloped bv staff on the .ssues an~ inforr.:aron •rat wou~d ve aresented as part o.` the anah~s•s on .h~ ~iternatx~°e ;mpiementation strategies (o) Or. September 10, 1991, the C~r~ Counc~l ado~rec O~dinance ~umber i~99 {CCS) exten~•n~ tre restr~ct~ons ~n new mu~t~iamily hous~ng to ens~re comp[iance w~th P-opositsor• ft. pendiog [he issuance af a staff repoft or ~ nroposed impiementat~on strate~ under Proposit~on ~, ~o allo~~ c~5i~c re~7e~~ and comment on the sraff report, ~-~d to allow t~rne for public heanngs befor~ the Plannis~g ~ omrniss~or; and City Council This ar~inance was due •~ expire on January t0, 1992 (p} On Sep[ember 1Q t99f, a repor' +ti•as issLed ; y C;n~ ;ta[f on the Propos~~ Impler:~en[at~on S:rate~~; L'r~~~: ;~oQosiuon R," incarparate~ mto a Su;nman~ ReQor[ an~ ~'echnica~ ~e~ort on Pro~osition R (q) Or. Octaoer 16 and Dctobe- ~5. :491, the Pla~n,ng ~nrn-ntssion ~onriucte~ a pubhc hearin~ on the proo~sed ~m,lementaeon s[ratem•, an~ fo-r:~ula[ed a recommenuaron -c the C~t~ Caunc~l The Planning Co~m~ss~on req~esced a n~,•o ar[hree month ertens~on of the eY~st~n~ maratorium ~r~~nance on ;-~uit,farriilr ~es~denral desel~~~ent ~c a~lo~~ ~- [urther ~.:biiC reviP•,~, ~r•d Pl~nn~r_ Cor~mi~s•o~ :•~r•si~ ;-3t,an 928010 (r) On i~o~ember 19, I991 the City Council conducted a public heanng on the staff proposal, and requested ihat staff examine addit~onal mode~s and provide adc~itional information to thc Ciry Counc~l (s} On Nove~ber 2b,1991, the City C,ounc~I adopted Ordinance hTumber 1609 (CCS) to ensure that the Ciry af Santa Mozuca would comply vv~th Propositton R whde furtherstudyuig approaches for iong-ternz implementation af the rr~easure The ordusance was due to expire on April iQ, I992. {t} On December 3, 199i, the City Counc~l d~rected the C~ty Attorney to prepare an ord~na,~ce implementing Proposition R wtuch ual~ed an ap~roach requuing the pro~sion of on-site mclusionary units in certain circum- stances, and allowuig the payment of an in-heu fee in other c~rcunastances, as set farth below T1ie followuig ordutance is necessary ta enable the City to meet the requiremenfs of Praposition R (u) Accorc~Eng m the i980 Census, 42 8°ln of atl Santa h4omca res~denis are of low or maderace mcome Approxi- rnateiy eight thousand fi~e hundred res~dents live below the povem• l~ne {v) The homeless populabo~ in the Santa Moruca area ~s estunated ~o be betvt~een three thausand and five tnou- sand persons (w) Approximatety t~~elve thousand five hundred sixry- ttve lower income households are panng ~nore than one- th:rd of [heu income for housmg Over three-quarters of these are renters ~Vhen the cost of houstng exceeds thtrty percent, it becomes a burden, reducu~g tf~e money available for other necessary expenses (x) Approlcunatelq two thousand four hundred house- hoEds fn che Ciry ]n~e ui hous~ng that ~s o~ercrowded. (y) The average sales pnce of a ~wo-bedroa~, s~ngle-family house in I990 was fve hundred hvenry-ft-+e thousand three hundred fif[r dol~ars and a two-bedroom condomiruum a~~eraged three hundred fifty-ane thousand one hundred ~i~h[ dollars The tugh cost of for-sale housmg tndicaizs that there are no ogportun~ties for Eower-iacome o: moderate-income househo[ds to own ho~tees in Santa h'Ian~ca wlthout ass~s~ance {r) pver twenry percent of Santa h4oruca's households are l~eaded by seruor c~c~zens Approximate~y sixty-fve percent of th~ senEOr c~t~zen households are renters In 1980, senior [am~lies represented twenty percent of the famtl~es w7th incom~s belativ tf~e povertv lere] and sucteen percent of Ehe single-person househ~ids Irving ~n poverty in tE~e Ci~ {aa) The~e is essentiall4• no ~acant res~dent~al land in San[a i~loni:.a Nea~ construction must occur on rect+cled ~arcels or on mardnal car;trrterciaE or ~ndwtnaf [and ~'Uf~en parcels are ; e~~c[ed w•h~ch pre~~fously contatned affordable hous~ng, there is often a net loss in tl~e total nurnber of afforda~le ho~s~ng umu pro~-ded, evea with an inclusEOnary houssng reaLirement (bb} There is ~nadequate [ederal and state support for programs to assFSt the Cin~ in meetin~ its affordable hous~n~ rieecs {Pno: cade ~ 94^0, amended bY Ord Na 1519CCS, adop:ed 5-1:9i~, Or~ \0 761~CCS § 1, adopted ~:~~:g~} 9.2$ 020 De~mtions. The following words or phrases as used m this Chapter sha.~l have the following meanings: Developed Use. A use of laad which includes cither res~deni~al or comsnercial structures. Dwelling Unit Qne or more rooms, designed, occupied, or intended for occupaney as separate living c{uarters, with full coolung, sleeping, and bathroom facilrtics for the e~usNe use of a smgle household. Dwell~ng unit shall alsa mclude smgle rooar occupancy wut HUD. Tha United States Departmant of Housing and Urban Development or its successor. Tnclusionary Uni~. A renta! or ownership dwelling u~it as req~ured by tlus Chapter which ~s affordab~e by a house- hald with low or maderate xncame. Incame Etigib~Lt3~. Thc gross annual household mcome considenng househald sue and number of dependents, income of aIl aa~e earners, eIderly or d~sabied family metnbers, and all other saurces of household income. In-Lieu Fee. A fee paid to the City by a deveioper sub~ect ta this Chapter ~n iieu of pro~ndmg the rec~uired mclusionary umu. hiarl~et ~tate [iniL A dwellu~g urut as to wluch the rental rate or sales pnce ~s not restncted by this C~apter hiaacsmum Allowable RenG A monthly housing charge wh~ch does not exceed thuty percent of the Los Angeles County low xncorne (in the case of a law tncome umt) ar med~an incame (ui the case of a moderate ~ncome unit}, ad~usted for houseE~old s~ze, as publ~shed from t~me to tune by thc Umted 5tates Departnent of Housmg and Urban Dcve[opment Tfvs charge shali represent full cons~derauon for housing seav~ces and amenities as pro~~ded to market rate dwelluig umts m the pra~ect, whether or not occupanu of market rate dwefling umts pay separate charges for snch serv~ces and ameruues. Housu~-g sernces and common area amerut-es incEude, bat are no~ 1imEted to, the foElow~ng parkmg, use af cosmnon facilities mcluding pools or healEh spas, and utilitces u tt~e ~ro~~ct s rnaster-metered :~;ot~nth- standutg the foregou'~e, ut,lat~~ cf~arges fo~ use af natural gas and e[ectncicy, to the extent ~ndiv~duallv mecered for each unit in the p-o;eet. raa}~ be passed throu~h or billed duecdy [o the occ,~pants of ~ne?ustonan uni[s m the pro~ect m addrtion ta maxunurn aEEowable rents colfzcted for those mclusionarv units `~Nioderate" and "I.aw" Income Le~els. Determined penodicallv by the C.ty based on tf~e United States De- partment of Hous~nb and Urban Develo~r;ient {HUD) estimate of inedian inoome ~n the L,os Angelzs-Long Beach Pr~mary b4etropolitan StaGst~cal rUea The two major income categories a-e ' moderate ~ncor-i~" (SExty-one percent to one h;.~nd~ee ~e:cent of the area r~ed~an) and "low income" (s:x:~~ pe:cenc o: ]ess ot the area median) Further ad~ustrnen[ s'~a:l be raade b}' ho;ssehold s~ze as establishzd by the C~n~ The Ptann~n~ Department shail rnake avaiiable a I~si o~ mode:ate and low ~ncome levels as au~usted, whic~ lis. shali be updated per~adically by the Gt;~ anc Cled wuh che Citt' Clerk 1~ta[tifa~~lv Distn~t ~nv zoning distnc[ ~n wh~ch muE:t- famih~ ~welling ~;~~[~ are 2 p~'~:t~[Ted use ~4= 9 28 02Q Project A residential deve[opment or land subdtvision pcoposal for wh~ct- C~iy p~rm~ts and appro~als are sought (Pnor cade § 942~, amended by Ord. No 1519CCS, adopt- ed 5/1l4Q Qrd Na 1615CCS ~ 1, adopted 3~3/92} 9.2$.030 Applicabiiity. {a} An mclusionary requ~rement shall appIy tfl all pra~ects forwhich a developmen[ application was deemed complete after February 11,1992, involving new construc- taon of two or mnre resident~al market zate dweIling untts or eondomirucun or cooperab~e convers~oa af Ewa or rnore dwelling units, or ~nvolvuig new cpnstruction of a su~gle- fama4y home when it ~s replaang more than one dwelling urut in a mulhfam~ty distnct An uiclvsionary umt requ~re- ~nent shal~ not, however, apply to tenant participat~ng con~ersions governed by the provisions of thc Tenant Ownership Rights Char#er Amendment, Amcle XX of the Santa Monica City Chart~.r (b) A pro~ect not subJect to t[~~s Chapter pursuant to subdiv~s~on (a) of thu Section shall be sub~ect to the prov~s~aris of this Chapter as t~e}~ easisted on tf~e date the application for the pro~ect was deemed complete, except that with res~ect to any pro~ect for wh~ch an agplication has been filed but not approved at the tune ttus Ghapter becornes effectrve, the applicant can elect to have the provis~ons of this Chapter apply [o the pro~ect (Pnor code § 9422, amended by Ord ho 1532CCS, adopted 7r'2"90, Ord No 1615CCS § 1, aaopted 3/3/92) q~urements of 9 i$ 070, ~f both of the foliowu~g circumstanc- es app4y. (1) The proaect is not on a site as descnbed xn subdi- ~iswn (a}(1) of ttus Sechon {2) The project invoives thc constrUCtion of less than twenty market rate dweiltng units, excluding any density bonus units to which an applicant ~s entitled under Go~- ernment Code Sect~on 65915 (c) Whene~er incIusionary umts are ~rohded on-s-te, such units must camply vnth the raqu~rements af Section 9 28 06Q. (d) Whenever the payment of an in-l~eu fee ~s allowed by this Chapter, such payment mnst comply wrth tl~e requirernents of Section 9.28 070 (e) At the tune of filing an agpl~cation ~rnth the Ciry's P9anrvng Departinent for permission to develop mult~fam~ly market rate dwelEing unics, the de~eloper shaEI s~ecify the number, type, loeat~on, s~ze and canstructian schedule of a[1 dwelIEng un~ts proposed to be de~eloped and shall ~n~~cate which ot the dweliEng units, ~f any, are intended to satisfy the Snclusianaty hous5n~ requ~rements af thss Chapter {f} Once the developer of a pro~ect has elected to sai~sf}' the requ~rements of thfs Chapter ~hrough the provis.on of inclusionary uruts on-site, or through the pay~nent of an in-Iieu fee, such option ~s determinati~e for the life of the pra~ect (Pnor code § 942~, amended bv Ord No 1519CCS, adopted 5/1/90. Ord No loiSCCS § 1, adop:ed 3,`3'92) 9.28 040 Pra~ect development requirements (a} Th~,s Chapter requ~res that nnt kess than thuh; percent of the tot2] number of new dwelling units to be constructed En any pro~ect developed by an appl~can[ a[ one location, designed for perr~anen[ occup3rt~y, exclue:ng any density banus umts to wfLeh~ an applicant is en~~tled under Grnernment Code Secaoa 55915, shall be affa.dab[e to households of [eH~-~ncaraz o: r-ioderate-income ~P~~or code § 9423, amer,ued by Oru '+!~ 1519CCS, adoat~d 5'1i90, Ord No 1515CCS § 1. ac~pted ~~1~92) 9.28 054 On•s~te and in-lieu fee opt~ons (a} The requirements of Sect,on 9 28 0»0 shall be met by providing on-site uiclus~onarr units meeting the reqa~e- rnents of Sect~on 9=8 Qb~~ ~n e;th°r of the followzng cir;.°um- stances {1) The pro~ec[ is on a s~te ,o; which na Cate~on~ C :emova] perm~t wa, issued pr;or to Fe6n:an~ I8, 199~ (or was Essued a€ter Fec:uary 13, 1992, ~ut apnl~ed far pr~~r to Febr.,ary 18, d492}, and wh~ch the de~~eloped use or~ Februan~ 18, 1992, ~.vas mult~fa: ~ily housir~ and at ]east one dv~~efling sn,t w•~s rentzd at ieveis affor~ab3e to ho~s~- holds o€ rnoderate ~ncorZe !e~el~ ~r if ~~acan: on Febr:.ian~ 18, 1992, when la;t -en~ed (~? The pro~ea im~ol4es tne construct,en of twent~• o: more rnarket rate dw~eflinQ un;ts, e.xcluding any dens~nr bonus units to which an appiicant Fs enUt!ed under Gov- ~rnment Coc~ Sect~on 6~91~ (b} The ; equirer~en[s of Sec~~on 9=S 0~0 shall be ne[ ~1~t1zL L'.t nr0~5~1ri~ O:-5'[2~ y[:C;u~`O7'13`"V ll~l'S C'ECei71a i~e r~qG;rements af Se_ ~~n ? ~~ C~s~ o~ ~v 5~~s~t~~n,'ne „- 9.28 060 On-site inclusianary unii development requirements (a) In determ~n~ng the numbe: of rnc[us~onary units requireti when on-s~te un~ts are p:ovided, am~ dec:ma] fractron of Q ~ or more shall be rounded ilp to the nea-esE w~hole number (b} Inclus~ona,~~ uniu snall, ~i~her,4~•er reasanaoiy ~ess-- a;e, be evenly d~s[nbutec: througho~t the pro~ect ahe applicant may recuce e~t?~er the s~ze or ~ntenor amen~ t+°s o: [he tnciusyona:; ur~~ts as Song as th~;e are not s:gn.E}cant ~dentifiab[e differences b~tween ~nclus~anan~ and raafket ra[e dwellmg unit5 ~~tsible :rom the ex.enor of the dwelling Lnus a~d the s~ze and design of the ~wel]~ng units are reasanably cons~stent w•ith the ma~ket rate un~[s kn the pro1ect, pro~ded that all ~well~ng ~nits conform ta the reGU~rements af [t~~ applica~Ee Bu:ld.: a and Housing Co~es Inclusio~ary ~n~ts prov~ded ~hall have at least t~;e same nsmt~er of bedrooms ac the a~~era_e ~wel:ing unii i1 th~ ero~ect and ~f th~ floor a~ea at the ~nc~ns~onan+ nmts is not the same as the f1oa: a~ea oF the marke, rate dwel'ing urits at the peo~ect, eaeh ~~; the IPiiL'S~ona-~~ an ts ~',a1` saus;v the foliou~in~ mi,~i--i~~r~ .o~al rloor are1. ce~e~d~r•~ Lpon the num~er of be~rocros nr~ ~•cc~ 0 Bed:oon ;1~] Sc~~re Feet 1 Bedre~om cii;~J Sq:~a_e Faet 2 Se~r~o~s ~ ~;? Sq~:,rc E'eet ~ Becro~ms 'OSQ .j,Z~ ~re Fee' 4 Bec•~e: :r~ l ~~ti? C~~ ~re Fee[ 1Y~ 9 :8 Ob~ (c) AIE inclusionary un~ts m a pro~ect or a phase of a pro}ect sf~all be canstcucted cuncurrently vnth the con- strucUOn of market rate dvs~eliing u~rts in the pr~oJect or phase ofthat projecG (d) On-site inclusaonary umts must be rental un~ts ~n rental proJects. In owncrship prolects, inclus~onary umts rnay be eit~er renial units or ovs~nership umts. Ownership un~ts sha~! compty wi#h requuements conccrning sales pnce, monthly payment, lunited equiry, and resale restnctions establ~shed by resolut~on of the G~ty Council to ensure that subsequent pua~ct~ase~s are aLsa inoome~ual~ed house- holds (e} If onty one irtclusianary umt ~s required, such unit must be affordable to low income households The second -ncEas~anary nrut pmvided may be affordablc ta moderate income households, and aiternating thereafter (~ Whenever inclusiortary umts are requirec! by ttus C~apter, tftie requlrement may be satisfied at the develope~s d:s~: etion by providmg one hundred percent of the umts m the Qto~ect affordable to moderate uicorae households, prov~ded that aIi such un~ts meet the requ~rements of subsect~ons (b) and (d} of th~s Section, and Secuons 9: 8 IC~J, 9 28110 and 9 28 Z30 (Pnor code § 9425, added by Ord tio 144£CCS, adopted 612$/88, amended by Ord tio I615CCS § 1, adopted 313192) 9?$ 430 In-lieu fees for inc~usiflnary housing. (a) Whenever this Chapter allows the payTnent of an in-l~eu fee, the required mclusionary un~t number sE~all be determ-ned as follows I~'umt~er of untts ~n the pro~ect (excle~d~ng densi[y banus units) x 3~% = required ~nclusionary urut number TE-e first inclustonary ur~t re- qwred shall be afforc3able to low uioome households, and the second co maderate mcome hoaseholds Additiona~ u~clas~onary umts sha11 alternate between !ow and snoderate income units An~ fract~on of a unit required shal! not be cor~sidered e~ther a!ow or moderate income un~t An in-l~eu fee ma_y be paid only for ]ow income units zequuzd, and ar~~~ fracnon of a unit required All raodzrate incor.le units rec~uired sha11 be provided on-s~[z The fee shall be de~erm~ned as fol[ows (1) For any low incame un~t, th~ -n-lieu fee pa~~nent reQU:r~d shall equaj the ~nclus~anary unit base price, as esta6l~shed sn s~bd~~ns~on (c} of this sectton (2) For any fract~on of a unit required, the in-Eieu fee shall equal the inclus~onan~ un-t base pnce times the fracuon of a un~t required (b) Tt3e follotia2ng chart ill~trates the ui-heu Fee payable, the nur•l~er of on-site incEusionary un~ts required, and w~he[he~ sueh units must be affordable to low or mac~e:ate snco~e ievel;, us~ng, for -llustrative purpases oni~~, an ~n:.las•onarF ~n~t base price nf sixty thousanc dollars tio Units BuFlt ~iaderate Fee Excluding Dens~ty Inclusionary Units Bont~s On Site 2 0 S 36,000 3 0 5~,000 4 ~ 72,{]DO 5 0 90,Q00 6 0 108,000 7 Z 66,000 s i sa,ooa 4 1 1D2,40Q 10 1 120,000 (c) For purposes of tlus Secuon, the inc~usionary un~t base orice shall be establ~shed and ad~usted €rom time to t~me by resolution of the C~tv Council based upon the cost to ~he C~tv of substd~sng the co~strucctos- of a new residen- t~ai urut (d) Fifty percent of any fee requi,ed pursuant to this Sect~on shall be pa~d prjor to the issuance of a bwld~ne perrn~t for the pro~ect The remaining fifn' per~ent shall be paid ~n fulE before a cert~ticate of occupancc is issued for any Un~~ in the housEng pro~ect ~e) Any fee requ~red by th~s Sect:on shail be securea bv exe~:tion of an ~rre~ocable letter of cred~t in favor o~ the Cyry ~r other secur~ty acceptable to t~se City far the total ar.~ount of the oblfgauon "I'he letter af cred~t or ather accep:able secun~ shall be de3,vered to the CfR~ pr.a~ .o tE~e issuance o€ a bnild~ng perr.i~t for the Fous.n~ develon- rnent The letter of crc~t or otf:er secunn~ shalE be rele: se~' and returned to tE~e deve[oper immed~atel4 upon pa~~meni in full of tE~e En-~ieu fee {~ Any payrnent made pursuant to this Sec[~on ~ha13 be deoosiEed ~n a~teserve Account separate fror-i the Gene:at Fund to be used on,y for de~e~apsnzs~t of low 3nCCme hpuslfl~ (ry) I[ an ~n-l~eu fez ~s pa:d purseant ta th~s Sect.on, such pa~-;-~~nt shal] ne[ b~ consi~ered F;a~~ision of ~nc?~s;o~ary units for p::rposes oE aete:sr.•r.n~ «•hzcher the hossing de~'elopraen: quzl~Ces for a cers:ty ~onus p~rsua-;[ to GoF•ernment Cade Secuon 6591= {Pno_ cod~ § 942b. added by Ord :~o 344$CCS, adopted 5'2~'~8, amended by Ord I~To 1615CC5 § 1, adepted .i'3;`92) 9 28 08~ Fee ++•ai~•ers Tne Coadom~n~um and Coope:ativ~ Tax descr~~e~ ~n 5ect~en b"`6 O10 of the San[a h4anica'~iur.~~ipal Code and the Pari, and Recreaticn Fa~~lities Tax zstabl~shecl in Cha~'e: 6 80 of Artid~ 6 ot the Santa Momca ;~1~r.icipal C~~~ s1-a'~ be ~~a~ved fer rec~.:irea mcius~cnan~ anc [or lou• anc +; ~~era[e income dw~eiltng urits de~:~loped ~•~ che C~t~~ o- ~ts :~~signee us», »-~>e:.i fee funGs Hoti~•ea•er, ~ny' ce~eloFer v;ho elects [a pay 2n ~n-lieu fee s~all s~ot be eliaib~e fe; any [ee u•aiver ~n~er this Section (P:~or code § 9=3.~.?, a=renden bv Orc I~o 1~19CCS, acopted 5'1~9D, Ord hc i615CCS § 1, acop;ed 3i?;92) ~•a~ 9 2Fs 090 9.28.090 Density bonus and other incenhves. _ Pro~ects wtuc[~ ~aeet applicab~e reqUtiresnents of 5tate law as a result of ~nclusionary units are entitled to density bonuses or other incen#rves in acoordance with the provi- sians of such Iaw (Pnor code § 9428, amended by Ord No 1S19CCS, adopted SIZ190, Ord No 161SCC5 § 1, adopted 3!3l42) 9.28.1.40 Pric~ng requirements for inclusionary un~ts. Tfie Ciry Council shall, by resolu~on, on an annual bas~s, set ma~amum aIlowable rents and maximurrE allawable pur- chase pnces for mclus~onary uruts, ad}usted by the number of bedrooins Suef~ maximum ailowabie rents and maxir.~um ailawable purchase prjces shall be set a[ rates such ~hat qual~fied occupants for Iow incame units pay no rr-ore than thirtv percent of the grass monchly household ~ncor~~ for households earn~ng s~xty percent of the median incor•~e Qualified occupants ior ~nodzrate income un~ts sha;l ~a~ no mo;e than thurtypercan[ of the gross household ~r.:.or:~e ior households earning the mec;an Encome (Pner code § 9429, amended b~~ Ord No 1~19CC5, adopted ~~~~9~u. Ord ~(0 1515CCS § 1, a~opte~ 3/3i92} 9.28.Ii0 Eiigibil~tt• requirements. (a) On3V lav~'--rt~:ne and moaerate-in;~me hou_~°hcl~s shall be eli~ble ~o accupy ar owr~ and oc.,~upv inclus~cr~r~• units The City shall deve[ap a l~st of ~ncorx~e-qua,i~~zd households which ~n-es pnonn~ to persona who ha~e been e~~cted pursuant to the EILs Act Go~erruner,: Gade S~~on ~060, oersons resydsng in Santa 'Vlonica, and p~.s~ns ~c~or~ng in San#a h4an~ca Developers shal] be re, ~:red to select househoi~ frpm the CitwadmF~~stered lu~ of income-auaEified ho~szholds I'ne C~ry shal l~zvelop ac:::~-~- ~strative ~:~delines icr the tenant and purch~ser szl~4 ucn nrocess, u~hich sha!: -eqssre, a: a minimLm, that z~g7t~: percent o[ the ~r.c~~~~onary ~~~ts ~n a pro~ect be iu~s~4 and oc::..~pied ~1thi~ s~3-ry days of ~ssuance c[ ~he ce ~:r ~a:~ of occa~anc~• tor th~ p:o~ect, c- sofd and occupie~ •,; iFin one hundred t~~.•ent~~ davs of Gss~ance of the cerufica;~ o~ occuqancy for the ~ro}ect, and thac anY vaca~~ ;.s , ~nc?us~onary units s;a,l bz leasee and occupied wittun ' ~~:rr davs oi vacancv, or ~oid and o~caa~ed w~thin one tiu~:;-~d [u'enh,' da~'s O< <<aca .cv [ b j T`he follo~,•~r., :ndiv~dual„ ~u~~ ~irt~ae c•: their po_,n•~r, or reiat~orsh•F. a-e~•tiel~~ible [~ occuQti• a~ _nclucr:~~~rti unit (1) ~~l erzpio`°~es anti ot;~tials ot th~ ~..tY ot ~.:-~'? h~lonica or its agznc~es, at.ithor,hes, or cor,m~ssaon~ •t!,o 1,.~~•e, b~• the autt~or~t}~ of the~r rosui~n, peEicr-r~~„~~ aUtho;ir,• e: :nt7•~ence a;fecUng Ciry ho~s~ng ~roe-_r-is iL) The immeciace relati~es, emplo}~ees, ~r c~il~e- pirsons ~asnsng s;g~t~iti:.arit ecor~~s:~ic bene.~ t fsOn1 a ai--~:,i C~as~ness assoc~atieZ wi~h publ~c empEo~•ees or ofr= ~is t3) The ~r.^.m~d ate relativec ~[ ,ne appl•~cant or e;t~e-, ~nc:ud~rg s~oLSe, e<<_Icr~n, pare~~s, grand~a°~nts, brc~~~~e~, sisiAr, father-ir.-la~.c~, r;~the:-~n-~a~~•_:on-~n-!: °.y, daL~h~e~ ir- ~a~.v, a;ir,[. uncle. ~sec~. ne,^,h~~~•_ s~st:.r-tn-I~~, assd ~.c~'-,e-- ;n-~a•, (Pr'cr coc_ Vd~~ ad~~~~ bv Ord tio 1~=L'=~~ adopted 6/~8/88, amended by Ord h`o 1615CCS § 1, adopted 3i3i92) 9.28.124 Relation to units reqvired by rent Cvntroi board. Low-u~come and moderate-uicome dwelLng uruts devel- oped as part of a rnarket rate pro~ect, pursuant to rep[ace- ment requuemen#s of the Santa Mon~ca Rent Control Board, shal] count towards the sahsfaction of tlus Chap[er ~f t1~ey otherwzse meet appl~cable requirements for this Chapter mcluduzg, but not lun~ted Eo, the income el~pbihty requuements of the Chapter, deed restnctlon requ~rernents, and pncing requuements New inclus~onary units requue~ bv the Aent Cantrol Board wluch meet the standards of tit~s Chapter s4~ail cous-t tawards the sattsfaction of th-s Chapter (Pnor code § 9431, added by Ord No 1448CCS, adopted b,~28188, amended by Ord No 1bl5CCS § 1, adapted 3 ~:92) 4.25 I30 Qeed rests~ctions Pnor to ~ssuance of a building qermu For a~:o~ect s~bJect to the reqe~irer:rents set forth in thcs Cha~ter. ~he apal~cant sn~lf subm~t dezd restna~ons o~ other leF2i ~r,struments sett~ng forth the obiigation of the ap~[icant ~nder tt~is Chavter fo: Ctry reFnew and aogroval 5:~ch restnc[ians shall be effectn•e for the Lf~t~me o[ the pro~ect (Pnor code ~ 9432, ao~ed Lv Or~ tio 14-8CCS, adopc~d 6~2$~~3, amen~ed bv Ord No 16'~CCS § i, adopted •'}~92) ~ 9 28 140 Availabil-ty of ga~ernment subsid~es. Et ~s the intent of this Cf~ap[er [hat the requirenent; for the ~ndas~anary urrts shall not ~e~end upon the avai]- ~~•litv of Federa! or Sia[e housin~ sn~~~~a~es This Sect~on does not, ho+~eve-, preclude [re use of sLCn ~rograms o- ~sbs=dses (P-sor code ~ 9-3;. added h~ Or~ ~:a ltil`~C~s. ~~epted ~il:~~. amended b}' Ord tio 1F_,,.<CCS § i_ a~~Ft- e~ ~ `3'921 9 28 1~0 Enforcement \a bu{ld°n~?er[~~t or o~capar~c~~ ~e-irtt;ha~] be Sss~sed. ner any des•el~~ment aa~roval granted. tor a pro~ect w•7ic5 ~~ net exemp: and does not meet the r;.qui;e .ient o[ this ~hap.er ~!I i~~lus~onary unE[s shall ~z rented e: o~}'~~e ~r a;co:dance ~.~~un this Chap[er (Pr.o'ced~ § 9a~4. a4;:ed ~~ O*d Itio i51~CC5 § l, a.a.c~~te4 ~'3:9~) 9?S 166 Relat-an tn un3i~ or fees requ-red pursuant to fut~re ordmances irnp[ementing program 1~ of tl:e Gtr's Hous~ng Element Law-ince~~ or mo:;e;a[e-inCOrte d~~~e11:n; units ce^- ~-.:;.t~d to ri::et t4:e :~t31:sS~:tl~flt5 Of 1~7Y5 C'slapter. or i:~-I~~u f:e; paici to r-~eet the re~;u~rements ar ~~-is C;ia~te.. shal~ be ~:edited ~oti;~.d requ~rements Fo; c~n-s~te replac~*-~ent ~ri's or izes ~equired p~~;suant to a~~ c-~~r,anc~ ifn~le- nerrng Pro~ra~; 1G oi t~~ C~t~'s HoUS,r,=• ~le~~e.n[ i Pn~~r c~~~e 5 4~~.~~. _~~ec~ ~~~ Ord i~;c. '61~CC~ ~~. ac~~tev ^i . -~~ EXHIBIT ^ LANDSCAPING STANDARDS FOR OLYMPIC~CLOVERFIELD GATEWAY IF GENERAL MARKET~GROCERY DEVELOPED If the ADP Property is developed to include a General/Market G~acery in the area adjacent to the intersection of Cloverfield Boulevard and ~lympic Baulevard, the requirements for the "Olympic/Cloverfield Gateway" open space sha~l be satisfied by landscaping meating the following standards: 1. There shall be a landscaped area at l~ast 20- f~Et wid~ provided and mainta~ned between the edge of the public rights-of-way for Clover€ield Boulevard and Olympic Boulevard and the edge af the parking facilities developed to serve the General Market~Grocery, except for those areas cantaining driveways or other access. (To the extent that right-turn packets are ~equired by the City Parking and Traffic Engineer, the width of such strip may be less than 20 feet adjacent to such pockets.) Such landscaping 5ha11 be in accordance with the provisions of Santa Monica Municipal Code Sections 9.04.~0.04.~00 and 9.04.10.04.110 and in compliance with the requirements of the Architectural Review Saard. 2. At ~he interior edge of such 20-foot wide strip, a formed natural concrete wall shall be provided and maintained on top of such surface, wh~ch wall will have a height of no~ less than 3 feet above average grade. {Such wall shall comply with the requirements set forth ~n Section 9.04.10.04.U80(a) of the Santa Monica Municipal Cod~.) 3. A m~nimum of 15~ of ~he total exterior af such surface paved area that accomadatES vehicuZar traffic including the surface parking lot, accessways and driveways (including ramps to such surface parking lot and including a portian af the landscap~ng adjacent ta and surrounding ~he paved area). loading areas, service areas and parking stalls shail be devoted to landscaped ~slands, peninsulas or medians distributed throughout the paved area. 4. A level landscaped strip shall be pronided and maintained between the surface parking area and the pubiic right-of-way, except in a required driveway or other access area, that is not less than three feet in w~dth measured from the property line adjacent to the public right-of-way. Within this three foot wid~ area, ADP shall provide and maintain permanent, opaque landscaping at a 20705977--2/1/95 Redlined from 1/4J95 height of not less than three feet above the adjacent sidewalk level. 5. There shall be at least 25,000 square feet of landscaped area in the general vicinity of the intersectian of Cloverfield and Olympic Boulevards, a portion of which may be contained on downward sloping areas adjacent ~o an underground parking a~ea. 6. A minimum of one tree for each 1,200 square feet af paved area that accomodates vehicular traffic shall be provided and maintained with the type of tree to be selected ~aking into account the fact that the surface of such parking lot is over anothe~ level of parking. 7. Lighting shall be provided and maintained in aecordance with Section 9.04.10.02.270 of the 5anta Monica Municipal Code. 20705977--2/1~95 Redlined from 1/4/95 FXHTA7T F CERTAIN PROCEDURES RELATING TO AMENDMENTS The following procedures are to be fallowed in the event any further amendment is proposed to the Development Agreement which requires the consent of ~he Owner of Lot 7 only if such amendment has a material adverse effect on the economic value of Lot 7: 1. An Owner of any partion of the Rea1 Property proposing such an amendment (the "Proposing Owner") shall, concurrently with its submission of the first draft of such amendment, certify to the City tha~ i~ has met and conferred with the Owner of Lot 7 at least thirty {30) days prior to the submission of such draft. 2. The Proposing Owner shall deiiver a copy of each draft version of th~ proposed amendment to the Owner of Lot 7 within five (5) days after submission of such draft to the City and shall cert~fy to the City the date upon which such draft was delivered to the Qwner of Lat 7. 3. I~ the Owner of Lot 7 fails to give the City an "~ffective Objection Notice," as defined below, th~n the Owner of Lot 7 will be deemed to have agreed that such draft version of the proposed amendment will no~ have a mater~al adverse effect on the economic value of Lot 7 and the City wi~l continue ta process the proposed amendment. An "Effective Objection Notic~" means a written notice delivered to the City within f~fteen (15} daps of the delivery af such draft to the Qwner of Lot 7 by the Propasing Owner under paragraph 2 above and setting forth the Qwner of Lot 7's reasons far its conclusion that such an eff~ct will result from such amendment. 4. If the Owner of Lot 7 gives the City an Effective Qbjection Notice, the Proposing Owner shali give the City {a) copies of any response it may make to the reasons set forth th~rein for the Owner of Lot 7's conclusion as to the material adverse effect on the economic value on Lot 7 of the proposed amendment, and (b) any notice that ei~her the Owner of Lot 7 or th~ Proposing ~wner may give to the ather calling for binding arbitration of the issue as to whether such amendment will have a material adverse effect on the economic value ~f Lot 7. 5. If ei~her {a) the 4wner of Lot 7 or the Proposing Owner chooses to submit the issu~ of whether the proposed amendment wi11 have a material adverse effect an the economic value of Lot 7 to binding arbitration and the 20705977--2/1/95 Aedlined itam 1/4/95 arbitrators determine that no such effect will accur or {b) the Owner of Lat 7 withdraws ~ts Effective Objection Notice before such arbit~ation occurs, the City will continue to process the proposed amendment under its customary procedures. If the Praposed Owner requests the City to continue to process the propased amendment after an Effective QbjectiQn Notice has been given and has not been withdrawn, the City shall do so except that such amendment shall not ba presented to the City Cauncii of the City unless Effective Objection Notice is subsequently withdrawn or the Proposing Owner provides the City with a written decision of the arbitration panel finding tha~ s~ch amendment will not result in a ma~erial adverse effect on the economic va~ue of Lot 7. 6. If ~ither (a) the Owner of Lot 7 or the Proposing Owner chooses to submit the issue of whether the proposed amendment will have a~aterial adverse effect on the economic value of Lat 7 to binding arbitration and the arbitra~ors determine that such an effect will occur or (b) the Proposing Owner withdraws such proposed amendment, the City will not process the proposed amendment any fu~ther. 7. The following uses in any portion of the ADP Praperty a~tside of the area described in Seetion 9(g)(iii) of the Development Agreement, as amended by Sectian 6 of this Second Amenc~n~nt, shali nat be deemed to have a material adverse effect on the economic value of Lot 7: recording studios, movie studios and sound stages. (Nothing in this Section 7 sha11 abligate the City in any way to permit any af such uses.) 8. A determination that any particular change in the Deve~opment Agreement either will or will not havE a material adverse effect on tha ecanomic value of Lot 7 shall not be deemed to be a determination that any other change either would or would not have such an effect. If an Effective Obj~ction Notice is received or i~ the arbitrators determ~n~ that a particu~ar proposed amendment wi11 have a material adverse effect on the economic value of Lot 7, the Proposing Owner shall be entitled to modify such propased amendment, in which case such modified proposed amendment shall be treated as a new proposed amendment and the procedures set farth in Sections 2 through 5 of this Exhibit F shaZ~ be foZlowed ~n cannectiQn therewith. 24705977--2/1/95 Redi~aed from 1~4~95 EXHTHTT F CERTAIN DEVELOPMENT STANDARD$ The fallowing development standards shall be applzcable to development on the ADP Property: l. Muitifamily Residential. The following standards shal~ apply to any multifamily residantial haus~ng which may be develaped on the AaP Property: (a} IIsab~e Commvn O~en S~ace: Multifami~y residential projects shall include a minimur-- af one hundred square feet per unit af usable comman open space, accessible and available to ali project residents for outdoor activities. Courtyards, entry areas for two or moxe uni~s, lawns and play spaces which are physically separated from private open space, rooftop gardens and ather raoftop usable open space {not to exceed fifty square feet per unit} and act~ve recreation spaces such as swimming pools and sports courts, shall cQUnt toward fulfillment of this requirement. The rear yard may count toward fulfi~lment of the cammon open space requirement, provided it is usable and accessible. Side yards and portions of driveways which are decorated ar interspersed with lawn ar oth~r acceptable groundcvver may meet a partion of the requi~ement, subj~et to architectural r~view. The minimum dim~nsion af at least one area of common op~n space shall be ten feet in any dir~ction. Any gractical cambination of lawn, paving, decking, concrete or other serviceable dust free material shall be used to surface common open space areas, with a slope of not more than five pexcent. A minimum of thirty percent of the corr~mon open space area shall include lawn or other acceptable groundcaver. Required open space may not include public or private streets, driveways, or utility easements where the ground surface cannot be used appropriately tor open space or front yards. Required common open space may be reduced by one square foot for each additional square foot of private open space added beyond the requ~red private open space. (b) Childrens' Pla~ Ar~as: If at least 100 units of Multifamily Residential Hausing are dev~~oped~ the usable common open space required under Section 1(a} above shall include a childrens' play area, ~he size of which shall be subject ta th~ approval of ~he Planning Commission. 207U5977--2/1/95 RedLined from f,/4j95 (c) Refuse Stora~e and Location: Residential nnits sha11 be provzded with r~fuse and recycling storage containers separate From thase used by any non-residential ~ses on the Property. The containers shall be clearly marked as being for residential use only and their use by any non-residen~ial use shall be prohibited. (d) Friva~e Q~en Space: A1~ Multifamily Residentia~ Housing buildings shall provide at ~east 50 square feet per unit of usable p~ivate open space. Priva~e open space shall include a deck, yard, patio or combination thereof wh~ch is adjace~t to, accessible from, and ati ~he same or approximate elevation as one or more primary spaces. The min~mum dimension of at least one such private open space sha11 be no less than seven feet in any dimension. Private open space shall be screened from comman open spac~, driveways and adjacent properties by a substantialiy opaque wal~ or fence a minimum of three feet six inches and a max~mum o£ six feet in height, except in the frant yard setback area. RequirEd private ogen space may be reduced by one square foot for each additianal square foot of common open space added but in no case leaving less than fifty feet of required private space. All second floor units shall have a balcony or deck of fifty square feet or more, with a minimum dimension of no less than seven feet in any dimension, which is adjacen~ to, accessible from, and at th~ same or approximate elevation as one ar more primary spaces of the unit to be served. Roof decks dv not meet th~s requirement. The ra~ling o~ the balcany or deck shall be substantially opaque to pro~ect tha privacy of occupants. First floar przvate open space may project ~nto the ~ntir~ width of the szde yard, and ten feet into ~he required depth of the rear yard. Privat~ apen space may project six feet into the required front yard as long as its width daes nat exceed thirty percent of the building width at the front of the bu~lding. {e) Senior GrouP Housing: In the event senior group housing is developed an ~he ADP Property, the following development standards shall be applicable: (i) LaundrY Facilities. The development shall provide laundry facilities or services adeq~ate for the residents. {ii) provide on~ or facilities for r~sidents: Cammon Fac~lities. The development may rnore of the follawing specific coanmon the exclusive use of the senior citizen {1) Central caoking and din,~ng room. (2) Beauty salon and barber shop. (3) Small pharmacy. 20705477--2/i/95 Redlined from 1/4/95 {4} Recreation room. (5) Libraxy. (iii} Securit~. Parking and autdoor facilities shall be designed ta provide security for residents, guests and empioyees. (i.v) M~nimum Age. ReSidential accupancy shal~ be limited to single persans fifty-five years o~ age or older, or to couples in which one persvn is sixty years of age or ol.d~r. (f) Tx'ansitional and Congregate Housing: Transitional and congregate hausing shall not be permitted on the Proper~y. 2. Other Uses. The fallowing standards shall be applied ta a].1 uses an the ADP Property: (a) Fenc~, wal1, hedc~e, flac~~ole: Fences, walls or opaque hedges shall not exceed farty-twa inches in height when Iocated in the required setback area unless approved by the Planning Comm~ssion. ~'ence, wall or hedge height shall be measured from the existing grade. In all cases, the fence, wall or hedge height shal~ be measured in a continuum at each paint along the fence, wall ar hedge. Nothing in th~s Section 2{a) shall restrict the use of plant materials, arbors, trellises or other landscaping in the required setback area so long (~) as any hedges in excess of forty- two inches high are not opaque, and (2) na fence, wall, hedge, tree, planting or other obstruction obscures or blocks the visibility af drivers of automobiles entering or exiting any driveway, parking lot or other vehicle accessway or const~tutes an unreasonable and unnecessary hazard to persons lawfully using an adjacent sidewalk, street or other right-of-way. (b) Scr~~ning Mechanical Egui~ment: All mechanical equipment that extends mare than twelve ~nches above the roof parapet shall be screened from view. Equipment shall be scr~ened fram a horizontal plane on all sides with an impact res~.stant wa].l. (c) Refuse and Rec~cling Storaqe Areas: {i} Each parcel containing a building or structure shall grovide and maintain one or more refuse cantainers and recycling containers on the premises. The containers shall be of suffici~nt capaci~y and numb~r ta accommodate the refuse and recyclabie materials generated by the uses an the parcel, in comp~iance with guidelines established by the Department of General Services. All outdoor storage or 20705977--2/1/95 Redl.ne3 frc~ =/4%95 refuse, recyclable ma~erials and other items or material intended to be discard~d or collected shall be screened from public view. On parce~s where ref~se and recyclable materials are both stored and collected adjacent ta public right-of-way, the refuse and recyclable materials sha~l be screened from public view on at least three sides by a solid opaque impact- resistant wall not less than five f~~t or more than eight feet in height, and on the fourth side by a solid opaque impact-resistant gate not less than fiv~ feet or more than eight feet in height. or of other such material or design approved by the Architec~urai Review Board. The gate shall be maintained in working order and shall remain closed except during such times as r~tuse, recyclable materials and other such i~ems are being discarded, placed for collection, or callected. All refuse and recylable materials which are stored and collected from the same locat~on aut of doors shall be stored not more than ten feet from the property line which is clasest to the refuse coilection paint. (ii) All buildings on the ADP Property shall include adequate, access~ble and convenient areas for collecting and loading refuse and recyclable materia~s consistent with the design standards ot Sec~ion 2(d} below. (d) Design Standards for Refuse and Recycling Raams and Outdoar Enclosures: A ref~se and recycling room or outdoor enclosure sha1~ comply with all the requ~rements of the C5 Zane and shall conform to the following minimum design standards: (i) Non-Resident~al Development. (1) Non-residential buiiding or buildings with less than one thousand square feet in aggregate floor area shall includ~ a refuse and recycling room four feet in width, four feet in ~ength, and six feet in height or an equivalent space available in a centralized area or an outdaor enclosure which sha~l confarm to the same dimensions. (2) Non-resident~al building or buildings wi~h an aggregate floor area betwe~n on~ thousand and five thousand square feet shall include a refuse and recyciing room five feet in width, nine feet in length, and eight teet in height or equivalent space avai~abl~ in a centralized area or an outdoor enclosure which shall conform to the same di~ensions. 20705977--2J1/9~ Redi=_ned fram 1~4;95 (3) Non-res~dential building or buildings with an aggregate f~oar area above five thousand square feet but equal to or ~ess than ten ~housand square feet shall includ~ a r~fuse and recycling room nine feet, six inches in width, thirteen feet, six inches in length, and eight feet in height in a centralized area or an autdoor enclosure wh~ch shail conform ~o the same dimensions. (4~ Nan-residential building or buildings with an aggregate flaor area abave ~en thausand square feet but less than or equal to twenty thousand square feet shall include a twa hundred forty-eight square foot re~use and recycling room or outdoor enclosure w~th eight-foot-high walls. (5) Nan-residentia~ building or buildzngs with an aggregate floor area above twenty thousand square feet but less than or equal to forty thousand square feet shall include a four hundred fi£ty square foot refuse and recycling room or outdoor enclosure with eYght-foot-high walls. (ii) Residential ~evelo~ment. (1) Mult~-family residential developments containing less than five units shall include a refuse and recycling roam four feet in width, six feet in length, and six feet in height, or an a~tdoor enciosure which shal~ conform to ~he same dimensions. (2) Multi-fam~ly residential developments containing five to ten units shall include a refuse and recycling room five feet in width, nine in length, and eight feet in height, or an outdoor enclasure which shall conform to the same dimensions except that it shall not exceed six feet in height. (3) Residential develapments containing eleven units to tw~nty units shall include a refuse and recycling room one hundred twenty-nine square feet in area wi~h eight-foat-high walls or an outdoar enclosure of equai area with six-foot-high walls. {4) Residential developments containing twenty-one units to forty units shall include a refuse and recycling room two hundred forty-eight square feet in area with eight-foot-high walls or an outdoor enc~osure or equal area with six-foot-high walls. {iii) Mixed Use Development. Except as required in subsection (vi} of this Section, mixed use 20705977--2/k/95 Redlined from 1/4/95 developments sha11 comply with the design standards for non- residential developments in sub5ection (i) of this Section. (iv} Lar~e Residential, Non-Residential and Mixed Use Development. Any development, whether residential, non-residential or mixed use with more than forty residentzaZ units, or with more than forty thousand square feet of floor area shall be reviewed by ~he Director of General Services, who shall require the design and placement of a refuse and r~cycling roam or outdoor enclosur~ consistent with the purpose of this Section to pravid~ adequate and acc~ssible areas for the storaqe and collection af refuse and recyclable materials. (e) Draina~e: Al1 drainage from the ADP Property must drain to the one or moze af ~he pubiic streets baunding the ADP Property or directly into a public storm drainage system in a manner approved by the Department of Ganeral Servic~s. No surface drainage may be dischaxged onto abutting properties. (~) Pro~ections: Any item permitted by the C~ty's Zoning Code, as it may exist from time to time, to project into any required yard shall be permitted to project in~o the requi~ed s~tbacks set forth in Section 9(d) of the Development Agreement and th~ required "Building Volume Envelope" standards of Section 9(e} of the Developmen~ Agreement. All such prajections shall be ignored in determining compliance with Section 9(c} of the Development Agreement. As of the date of this Secand Amendment, thosa permitted projections are set forth ~n Section 9.04.10.01.180 of the Municipal Code. (g} Solar Ener~ Design Standards: This Section is intended to incorporate, to the extent feasible, passive heating and cooling apportunities into the design or modifications of residen~ial developments. This Section is further designed to assure that solar energy syst~ms in residential, cammercial, and industrial area conform in appearance to the surrounding neighborhood. The follawxng standards shall apply to the design of all solar energy systems: (a) Roof-mounted salar collectors 5ha11 be p~aced in the ~ocation least vis~ble fram a public right-of-way without reducing the aperating efficiency of the collectors. Wall-mounted and ground-mounted solar collectors shall be screened from public view. {b) When feasible, collectors shal~ be integrated inta the design of the building. Structural support for the callectors shall be screened in a manner that is compatibl~ wi~h the design of the building. 20705977--2j1f95 ~edL~ned fram 1/4/95 (c) Appurtenant equipment, particularly p~umbing and related fixtures, shall be installed in an attic or basement, where feasib~e. (d) Large accessory fixtures which must be expased (e.g., storage tanks) shall be screened where passible thraugh architectural features that harmonize with other design elements of the structiure, (e) Storage tanks shall no~ be locat~d in any required front or side yards nor shall they be visible from any public right-of-way. (f) Exterior sur~aces shall have a matte f~nish and shall be color-coordinated to harmonize with roof materials or ather dom~nant colors of the structure. (g) Any pool ar spa facilities shall be prav~ded with a solar caver ar solar wat~r heating system. (h) Miscellaneous Design Requirements: (i) Every use shall be so operated that any significant, diract glare incidental to the operation af the use shall not b~ visible beyond the boundaries a~ the ADP Property. (ii) All signs an the premises shall comply with the provisions of Chapter 9.52 af the City's Municipal Code. (iii} Al1 commercial uses shall be so operated as not to produce humidity, heat, or cold which is readily detectab~e by persons without instruments an adjacent parcels or rights-af-way. (ivj A11 commercial us~s shall be so operated that no loudspeakers, bells, gangs, buzzers, or other noise at~ention or attracting devices exceed 45 decibels at any one time beyond tha boundaries of the ADP Property. (v} No saZes, rentals, long-t~rm ~tarage, repair work, dismantling, or servic~ng of any motor veh~cle, trailer, airplane, boat, laose rubbish, garbage, junk, or the~r receptacles, or building materia~s shall be permitted on the ADP Property. (vi) Building materials for use an the Property may be stored on the Property during the time tha~ a valid building permit ~s in effect for construction on the Property. 20705977--2f1f95 Reclinec fra~ 1/4/95 (vii) No comme~cial us~ shall cause a steady-state earth-borna oscillation which is con~inuaus and accurring more frequen~~y than 100 times per minute. The graund vibration caused by moving vehicles, trains, a~rcraft, or temporary construction or demolition is exempted from these limit5. (viii} The following uses shall be permitted outside of an enclosed b~ilding on the Property: (1) Patio tables~ chairs, umbrellas. and similar outdoor accessories used in connection with a restaurant, (2) Vending machin~s, including weighing scales, when accessory to a business conducted within a building. (3} Border materials, flower pots, treilises and the Iike. (4} Outdoor n~wsstands. {ix) In any new resta~rant on the ADP Property, an air filtrat~on and ventilation system shall be provided. (x) Na pipel~ne shall be built, ~aid or maintained on the ADP Property. For purposes af this Section, "pipeline" includes all real estate, fixtures and personal praperty owned, controlled, operated or managed in connection with or to facilitate the transmission, storage, distribution or delivery af crude oil or other fluid substanc~ through pipelines; ~rovided, hawever, that this Section does not apply to: (I} Any pip~line ~sed for the delivery af wate~ or the removal of sewage; (2) Any pipeiine used for the delivery of natural gas. (3) Any pipeline located exclu5ively on the Property and used in cannectian with any lawful activity thereon. 20705977--2~1/95 Redlined frow 1/4/95