SR-410-003 (7)
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SEP 2 2 1987
C/ED:CPD:DKW:bz
COUNCIL MEETING: September 22, 1987
TO: Mayor and City council
Santa Monica, California
FROM: City staff
SUBJECT: Development Agreement Between the city of Santa Monica
and Sopac Properties, Inc.
INTRODUCTION
This report recommends approval of the proposed Development
Agreement for Colorado Place Phase III. This matter has been
previously reviewed by the Planning Commission at meetings held
on April 6 and August 10 and 24, 1987. Additional information
regarding this project was transmitted to the Council several
weeks ago in an information item which included the Fina: EIR,
Final supplement to the ErR, correspondence, and other materials.
The report recommends approval of the proposed Agreerr.ent.
Required mitigation would adequately address identified adverse
effects on traffic and air quality, and the development has many
positive effects of general benefit to the city and its
residents.
The project is consistent with the basic objectives of the Land
Use Element for the Special Office District--objectives which
were the result of over three years of intense study and public
debate. One of the basic principles of the Land Use Element was
to guide growth toward the areas of the city best suited to
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accommodate it from the standpoint of access, existing
infrastructure, and minimization of impacts on adjacent
residential neighborhoods. The Land Use Element found that the
eastern half of the Olympic Corridor area "is best suited to
large-scale office development since it is adjacent to freeway
access and the eastern city limit.t1 Southmark's proposed
development project was formulated in direct response to the Land
Use Element standards adopted by the City only three years ago,
and is the first major project in the area to be proposed
subsequent to the adoption of the Element.
The Agreement also results in settlement of the litigation
between the City and the developer, allowing the relocation of
the hotel to Phase III from Phase II and resolving the dispute
about allowable height, both of which raised significant
community concerns; provides many safeguards which will promote a
high-quality, well-planned project; will result in accelerated
payment of a $3.3 million housing and parks fee; will provide an
estimated 3,492 jobs; will create new net City revenues in excess
of $1.2 million per year after accounting for such costs as
police, fire and other City services; will allow imposition of
comprehensive and coordinated public works requirements; would
resul t in payment of a $250,000 child care contribution; would
include at least $250,000 in pUblic-oriented artwork on site;
would result in a lower FAR than allowed by the City's Land Use
Element: and would result in approximately 20% lower peak-hour
traffic generation than the all-office development envisioned by
the Land Use Element.
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SITE LOCATION AND DESCRIPTION
The 12.93 acre parcel, currently occupied by light industrial
buildings and a school, is located in the Special Office
District; current zoning in this area is manufacturing, M2.
street frontage on Colorado Avenue is 1,212.9 feet. Surrounding
uses consist of light industrial and general commercial office
buildings.
PROPOSED PROJECT
The proposed project is a Development Agreement between the City
of Santa Monica and Sopac Properties, Inc. If executed, the
developer would have the right to construct a 9-story, 270,000
square foot hotel with at least 250 rooms, public meeting space,
restaurant facilities and ancillary retail space: 35,000 s~Jare
feet maximum of medical office space, a 60,000 square foot
maximum health club, 25,000 square feet maximum of restaurants, a
maximum of 10,000 square feet of additional retail space, a
maximum of 20,000 square feet for banks and savings and loans,
and approximately 620,490 square feet of general commercial
office space. Based on this allocation of space with a 300-room
hotel, the proposed number of parking spaces would be 2,834.
DEVELOPMENT AGREEMENTS
Section 9800 of the Santa Monica Municipal Code provides for the
execution of development agreements pursuant to Article 11,
Section 7 of the California Constitution and pursuant to
Government Code Section 65864 et. seq. The expressed intent of
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the state law is to provide "assurance to the applicant for a
development project that upon approval of the project, the
applicant may proceed with the project in accordance with
existing policies, rules and regulations, and subject to
conditions of approval." In other words I the purpose is to
protect applicants from changes in policies and ordinances after
approval but before completion of the project. Development
agreements are most often utilized for large projects which will
take a number of years to build out.
since the local jurisdiction is relinquishing its right to change
its policies and ordinances (in relation to the particular
project) for a specified period of years, it is not uncorr~on for
cities and counties to require developers to provide additional
amenities and facilities which would not be required for projects
without development agreements. The proposed Phase III Agreement
includes such special provisions which are of benefit to the
City.
Background
On October 27, 1981, the Santa Monica City Council approved a
Development Agreement with Colorado Place Limited for a IS-acre,
two-phase development known as Colorado Place. Colorado Place
Phase I, located at 2401-2525 Colorado Avenue, was completed in
1983 and consists of three office buildings, a restaurant complex
and other ancillary uses with a combined building area of
approximately 450,000 square feet, all served by a subterranean
parking garage.
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The Development Agreement has been amended three times by adopted
City ordinances on July 26, 1983, April 24, 1984, and May 28,
1985, respectively. Southmark purchased Welton Becket
Associates' interest in January 1985, with the intention to
proceed with the unconstructed Phase II component. However, the
developer indicated that the original approved concept for the
hotel (designed by Welton Becket Associates and approved by the
City) was not economically feasible and that the design was not
aesthetically satisfactory.
Therefore, Southmark submitted a revised hotel plan that
included relocating the active portion of the park required for
Phase II to Phase III and developing a third office building in
Phase II, with an overall increase in park acreage. City staff
felt that the plan was inconsistent with the approved Developmen~
Agreement due to the hotel height and park relocation. Due to
perceived City and community opposition, Southmark submitted an
alternate hotel design that would preserve the Phase II park.
Staff, however, believed that the hotel also exceeded the height
limits permitted under the Development Agreement.
Southmark initiated litigation with the City regarding the
allowable height of the hotel under the approved Development
Agreement. From discussions with the City and community,
Southmark agreed to relocate the hotel from Phase II to use the
adjoining property, the Phase III project site, to resolve the
litigation. (See Settlement Agreement previously provided to the
Council.) The proposal to amend the existing Development
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Agreement for the Colorado Place Phase II development includes
moving the 9-story hotel and health club to the Phase III site.
At full occupancy, Phase III would generate an estimated 3,492
jobs in the retail, restaurant, office and hotel categories; many
of these jobs would be oriented toward low and moderate income
residents.
Peak employment for construction is estimated at
400-500 jobs.
Based on the fiscal analysis in the Environmental Impact Report
and staff calculations, the City would realize significant net
revenue if the Phase III project is constructed.
The proj ect
would generate increased property and sales taxes in addition to
transient occupancy taxes. Net revenues (after City costs are
accounted for) to the City are estimated to be over $1,200,000
per year once the project is completed. One-time payments would
include the $3.3 million housing and parks fee, at least $50,000
from the City's Recreation Unit Tax, a $250,000 child care
contribution, and $250,000 for art works to be placed in public
areas of the project.
MUNICIPAL CODE AND GENERAL PLAN CONFORMANCE
Municipal Code Chapter 8, section 9800-9819 established the
City's procedures for adopting development agreements. In order
to recommend approval of a development agreement, the City
Council must determine that the proposed development agreement
"is consistent with the general plan and any applicable specific
plan." (Santa Monica Municipal Code, Section 9814.)
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Development standards (such as permitted uses, density or
intensity of use, maximum height, etc.) provided for in a
development agreement may vary from those of the zoning district
but the project must be in conformity with the General Plan. The
proposed project is compatible with the allowable intensity of
development, land uses and other development parameters for the
Special Office District set forth in the Land Use Element and the
proposed Zoning Ordinance.
With approval of two pending
amendments to the Land Use Element, the proposed project is in
conformity with the General Plan.
Land Use Element
With approval of the General Plan Amendments discussed below, the
proposed project complies with the standards of the Land Use
Element. Permitted uses in the Special Office District include
large scale office and related uses. Specifically, the proposed
Development Agreement is consistent with Land Use Element
Objective 1. 8 to "provide opportunity for office and advanced
technology uses requiring large floor areas" and the following
policies:
1.8.1
The eastern portion of the Olympic Corridor should be
the priority location for office and advanced
technology uses.
1.8.2
Allow retail uses necessary to serve office and
advanced technology uses.
The proposed project also conforms to Land Use Element Objective
3.1 to tlpreserve Santa Monica's existing solar access, low scale,
and cultural resources consistent with the overall goals of the
Land Use Element;" Land Use Element Objective 3.3 to "enhance the
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pedestrian scale and character of streets and public spaces;" and
Land Use Element Objective 3.4 to "enhance the image and the
unique character of the commercial districts and residential
neighborhoods in the City" through the following urban design
policies for the Special Office District:
3.3.15
Reduce the visibility of surface parking, by requiring
that buildings or landscaping form a specified
percentage of the street facade on major arterials.
3.3.16
Encourage five to twenty-foot setbacks from the street
front and the Southern Pacific Railroad right-oi-way in
order to allow room for landscaping and usable public
open space.
3.4.9
Require landscaped open space visible from the street,
including landscaped setbacks from the street, in order
to create a "garden office" or tlcampus" environment.
Encourage usable open space.
On August 24, 1987, the Planning Commission recommended approval
of a proposed General Plan Amendment for the Land Use Element's
Special Office District that pertains to any single parcel of
five acres or more for which a site Review Application is
required and any office development in excess of 15,000 square
feet of new construction or 10,000 square feet of addition to an
existing development. The proposal is to amend Land Use Element
Policy 1.8.7 by modifying the Special Office District Site review
findings to allow the project mitigation program to be satisfied
through provision of off-site parks and public open space, and
in-lieu fees. Presently, Policy 1.8.7 requires that the majority
of open space mandated by the mitigation program be provided
on-site for projects which exceed three stories.
The proposed Amendment also deletes the language requiring denial
of a site review if the proposed development project does not
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include an on-site park and it provides for a new site review
finding requiring sufficient on-site open space for the project
to meet the urban design policy's intent of creating a "campus"
environment. In addition, the proposed Amendment modifies the
Land Use Element I s Implementation section by eliminating the
requirement for on-site parks in the special Office District and
states that the project mitigation program objectives must be
satisfied by mutual agreement of the city and the developer.
A second General Plan Amendment was recommended for approval by
the Planning Commission on August 24, 1987.
This Amend:::ent
specifically relates only to the Southrnark Development Agreement
and would implement Southmark's agreement to transfer the hotel
use approved for the Colorado Place Phase II site to Colorado
Place Phase III.
The proposed General Plan Amendment would
clarify that this transfer is consistent with the General Plan.
Circulation Element
The proposed Colorado Place Phase III project conforms to the
objectives and policies of the Circulation Element.
Objective 4.2
reads,
"Protect the environment on local
residential streets by minimizing the intrusion of vehicular
traffic and parking into residential neighborhoods. " The
proposed project conforms to the following policy:
4.2.3
Locate new development and their access points in such
a way that traffic is not encouraged to utilize local
residential streets and alleys for access to the
development and its parking.
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Objective 4.3 reads "Provide road and highway facilities to meet
anticipated needs for movement of people and goods consistent
with the goals of the Land Use Element." The proposed project
does not conflict with the following policies:
Safe or acceptable levels of service on City streets
shall be a criterion for evaluation of new development
proposals. Level of Service shall be "c" for collec-
tor, feeder, and local streets and "D" for arterials or
better where possible.
The City Council recently provided confirmation of the City IS
4.3.1
long-standing interpretation of this policy: that it expresses a
guideline to be considered in evaluation of development projects.
The Council also stated that the Planning Commission may modify
or deny projects based on adverse traffic effects, along with
consideration of other factors.
The September 11, 1987 report
from DKS Associates stated that all major intersections
immediately around the project "are projected to operate at LOS D
or better in the long term with the mitigation measures proposed
by Southmark Pacific Corporation and mitigation measures that reay
be required of other developments in the vicinity of Colorado
Place Phase III."
4.3.3
The City shall work cooperatively with CalTrans to
implement freeway ramp improvements at Cloverfield or
at 20th Street and at 4th street to accommodate planned
growth in the Special Office District and Downtown/
Oceanfront areas respectively. The purpose of the
improvements is to improve traffic movement or mitigate
existing traffic problems. All such improvements shall
be designed to protect existing residential neighbor-
hoods. Particular attention should be paid to
mitigating the potential problems of traffic intrusions
into residential neighborhoods especially along 4th
street south of pico Boulevard, in the vicinity of the
Cloverfield on and off ramps (or the 20th Street
freeway ramps), and in the Downtown/Oceanfront areas.
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4.3.6
4.3.8
4.3.9
4.3.10
4.3.11
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On street loading and unloading shall be discouraged.
Use of alley access to service residential and commer-
cial buildings shall be encouraged.
Promote programs to increase ridesharing as measured by
average auto occupancy, from 1.2 individuals per
vehicle to 1.4, or better.
Minimize peak hour trips by encouraging staggered work
hours and land uses which do not generate peak hour
trips.
Maximize the efficiency of the existing roadway syste~
through traffic signal synchronization and other
traffic flow improvements, as long as the impact on
residential neighborhoods is analyzed and carefully
considered.
consider measures to facilitate the north-south flow of
traffic on 26th, 20th, 17th, 14th and 11th streets con-
sistent with safety and the needs of nearby residents.
Objective 4.5 reads, "Encourage an improved public transit system
capable of accommodating ten percent or more of all trips
generated in the city by the year 2000." The proposed project
does not conflict with the following policies:
4.5.2
4.5.7
The city should endorse the concept of rail rapid
transit, either heavy rail or light rail, serving the
city of Santa Monica and shall promote locating a
transit station in the Downtown area. The City should
select the most appropriate type of transit system and
the most appropriate route after public review and
consideration of the options available to the city.
If feasible, an employee transit shuttle should be
implemented to link the Special Office District, Indus-
trial conservation District, Santa Monica Business
park, and possibly the Airport, to regional transit and
peripheral parking facilities.
Obj ective 4.6 reads "Protect and encourage non-motorized trans-
portation, especially bicycle routes and pedestrian trails,
consistent with the goals of the Land Use Element." The proposed
project conforms to the following policies:
4.6.2
Encourage new development to provide pedestrian paths
through projects.
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4.6.3
Assist in the implementation of a new Class 1 bicycle
route and pedestrian trail along the Southern Pacific
Railroad right-of-way corridor when and if the right-
of-way is abandoned as a rail line.
Objective 4.7 reads "All new development should accommodate
project-generated parking consistent with encouraging alternative
transportation systems management programs. "
The proposed
project conforms to the following policies:
4.7.6
ci ty parking standards should be adhered to, except
with respect to parking requirements for hotels, resi-
dential uses, and mixed use projects which need further
study.
Encourage priority location of parking for van pools
and car pools, to provide an incentive for these trans-
portation alternatives.
4.7.1
The concern which has been most frequently expressed in
connection with Phase III is the traffic anticipated to be
generated by this and other projects. Because staff shares the
concern over this issue, it required an extensive traffic study
as part of the environmental analysis for the Phase III project.
This study was augmented by a supplemental analysis prepared in
response to questions raised by the Commission at the April 6
hearing and further analyses of August 20 and September 11, 1987.
After review of these materials, along with the current draft of
the Development Agreement, staff believes that the Phase III
traffic impacts will be satisfactorily mitigated by the measures
specified in Exhibit 0 to the Agreement.
In considering the
traffic issues, staff believes that the Council should keep the
following factors in mind:
1. One major goal of the City's Land Use Element was to allow a
manageable amount of growth in Santa Monica in order to retain
control over mitigation measures and to obtain the employment,
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revitalization, and economic benefits to be derived from
development.
Another major goal of the Land Use Element was to direct growth
to areas best able to accommodate it. The Special Office
District was created to channel some of the office demand away
from Wilshire Blvd. and other strip commercial streets where it
would have a greater impact on residential neighborhoods.
The achievement of these two goals, along with a balancing desire
to protect the city's quality of life, led to the standard
established for the special Office District regarding development
intensity. The 2.0 floor area ratio was adopted after detailed
land use and circulation studies, environmental analysis, and
balancing of a variety of goals.
2. Phase III will generate significantly less peak hour traffic
than would result from an office project with a floor area ratio
of 2.0 for at least three reasons: the FAR is 1.85: only about
65% of the square footage is anticipated to be office development
wi th the remainder consisting of hotel, health club and other
ancillary uses which generate substantially fewer peak hour trips
than does office space; and because of the mixed-use nature of
the project, there will be fewer trips generated than would be
true if each individual use stood alone. According to the
traffic consultants, the peak-hour traffic which would be
generated by Phase III will be equivalent to an all-office
project with an FAR of 1.6.
3. By including "long-term" projects, the traffic study went far
beyond that needed to analyze the impacts of Phase III traffic.
Long-term projects are those over which the City maintains
approval and mitigation authority, since such projects may be
modified, denied, or may have traffic mitigation requirements
imposed on them. When Phase III impacts are considered with the
other "short-term" projects, and considering the mitigation
measures which Southmark has agreed to perform, impacts are
substantially less than when long-term projects that mayor may
not be approved or modified or mitigated are considered. The
September 11, 1987 letter from the traffic consultant concluded
that the intersections for which Southmark will perform
mi tigation work will operate at level of service liD" or better
when taking into account mitigation measures to be performed by
other projects such as the Water Gardens.
4. The DKS traffic study was intentionally prepared on a
conservative basis. It did not consider mitigation measures that
might be required of other developers by the City, assumed that
proposed proj ects not yet approved would be approved at their
requested intensity, and would not be downsized, did not reduce
traffic impacts by the amount of traffic generated by land uses
which currently exist on many of the sites of proposed projects,
and did not take into account traffic reductions attributable to
Transportation systems Management (TSM) measures or the pending
City TSM Plan.
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5. In addition to its required mitigation measures, Phase III
will be required to participate in future TSM ordinances and also
in any area-wide traffic assessment district. staff anticipates
that upon completion of the proposed traffic study, certain
specific improvements will be recommended and financed from this
type of funding mechanism. Some residents have suggested
delaying the approval of Phase III until the pending City-wide
traffic study is completed. staff believes that this would be
inappropriate and unnecessary due to the developer's agreement to
participate in the assessment district.
CEQA STATUS
An Environmental Impact Report was prepared for this project and
finalized after a 45-day public review period on December 3,
1986.
A variety of potential environmental impacts including
transportation and circulation, air quality, noise and hydro-
carbon contamination were examined.
In the Transportation and
Circulation Section, 29 intersections and two freeway off-ramps
were studied.
As a result of the Colorado Place Phase III
project, there will be a higher volume to capacity ratio in both
the morning and evening peak hours. The EIR proposes mitigation
measures at seven intersections in an effort to help alleviate
this project-generated traffic including widening Colorado Avenue
and Cloverfield Boulevard. These mitigation measures listed in
the EIR have been incorporated into Section 9(j) of the proposed
Development Agreement.
Several maj or proposed developments in
the Special Office District will contribute to increased traffic
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congestion at most intersections in the project area. However,
the traffic analysis does not account for the fact that many of
those projects would be required to perform mitigation measures
to reduce their traffic impacts. In this respect, the traffic
analysis likely overstates adverse traffic impacts.
The EIR found that there will be both short- and long-term
impacts on local air quality, primarily because existing air
quality does not ~eet certain state and Federal standards, rather
than as a result of the project impacts. The document proposes
various mitigation measures including maintaining equipment
engines in proper tune and watering techniques to reduce fugitive
dust during construction in order to reduce the short-term impact
on the community. The EIR determined that the proposed Phase III
development will raise carbon monoxide levels, a condition that
cannot be completely mitigated because the project area already
exceeds the federal a-hour emission standards. The EIR
consultant concluded, however, that the carbon monoxide emissions
from Phase III should not otherwise be determined to be
significant. The proposed Development Agreement does include
measures that would reduce adverse effects on air quality,
including a traffic and emission abatement plan. The City Council
resolution certifying the EIR contains a statement of overriding
consideration for the adverse air quality finding. The Planning
Commission recommended certification of the EIR.
Phase III construction noise will be a temporary problem but it
can be minimized by restricting construction activity in
accordance with the City's construction time ordinance (7:00 a.m.
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to 8: 00 p.m. Monday through Friday, and Saturday, 9: 00 a. m. to
8:00 p.m.).
The EIR determined that existing hydrocarbon contamination of the
ground surface or near surface soils on a portion of the Phase
III site could lead to contamination of deeper soils if water
infiltration or continued addition of contaminants was allowed on
the site. However, as specified in Section 9(k) (i) of the
proposed Development Agreement, the contaminated soil will be
removed and disposed of prior to the issuance of a building
permit for any building on the Phase III site. Much of the
contaminated soil has already been removed.
Supplement to EIR
Staff prepared a Supplement to the Colorado Place Phase III EIR
to respond to the Planning Commission's traffic-related and other
questions. A 45-day review period was conducted on the
Supplement. A number of comments were made on the Supplement.
Most comments focused on policy issues rather than the adequacy
of the analysis contained in the Supplement. Policy issues are
appropriately addressed by the Planning commission and City
Council. Comments on the Supplement, together with City
responses are provided in the Final Supplement.
The traffic impacts and other data presented in the Supplement
does not lead to conclusions about environmental effects which
are significantly different from the material presented in the
Final EIR. However, subsequent to preparation of the Supplement,
the overall requested floor area of the project was reduced by
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over 80,000 sq. ft., which will reduce adverse traffic and air
quality impacts from those previously identified, resulting in a
project which is environmentally superior to the project
previously considered by the Planning Commission. This reduction
was discussed by the consultant in letters dated August 20, 1987
and September 11, 1987, copies of which are attached.
Development Agreement Issues
The proposed Development Agreement contains several key iterr:.s
that need to be evaluated during this review process.
1. Floor Area l(e) The definition in the proposed
Development Agreement has some differences from the wording
contained in the City's proposed Zoning Ordinance. In
response to concerns expressed by the Planning Commission,
Southmark changed this section to minimize differences
between it and the FAR definition of the proposed Zoning
Ordinance. As revised, the principle differences from the
proposed Zoning Ordinance are that unenclosed decks,
balconies and the like are not counted as floor area even if
they are covered by a roof, and that similarly, temporary
parking areas and exterior courtyards, arcades and the like
are not counted as floor area whether or not they are
covered by a roof. These provisions are appropriate, since
counting such desirable urban design features for purposes
of FAR would tend to discourage their provision.
2.
Floor Area Ratio
expressed concerns
9(a)
of the
In response to
Planning Commission
previously
and staff
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about the size of the proposed project and attendant traffic
impacts, Southmark reduced its requested total floor area by
incorporating a 1.85 FAR standard instead of the
previously-requested 2.0 FAR. This reduces the overall
scope of the development by over 80,000 sq. ft.-- a
significant reduction. southmark made this change even
though the Ci ty' s Land Use Element specifies that
development in the Special Office District may attain a 2.0
FAR. The lower FAR, in combination with the mixed-use
character of the project (the hotel, retail and health club
components will generate fewer peak-hour trips than office
use) result in a project which will have peak hour traffic
impacts approximately the same as an all-office development
built to a 1.6 FAR.
3. Adjustment Procedure 9(h) This section contains
procedures for requesting changes to the building volume
envelope, setbacks, floor area and permitted uses.
Paragraph (i) details the responsibilities of the Zoning
Administrator and Paragraph (ii) explains those of the
Planning Commission. It should be noted that these
paragraphs provide the Zoning Administrator and Planning
Commission with discretionary review powers and
responsibilities in order to avoid the necessity of a formal
amendment for relatively minor changes to the project. In
all situations, the Council will have the power to hear
appeals on these issues.
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4. Access - 9 (i) - This section describes the number of
vehicular ingress and egress points for the Colorado Place
Phase III project. Under this proposed Development
Agreement, there will be three general automobile driveways
and two service driveways on Colorado Avenue; two general
automobile driveways and one service driveway on Olympic
Boulevard; and, one right-turn in and right-turn out only
service driveway on 20th street. On Cloverfield Boulevard,
the developer is proposing a drop-off zone for the hotel.
The main hotel vehicle access would be on the interior of
the project. No general automobile access points are
proposed for Cloverfield Boulevard. The access limitations
represent one benefit of a comprehensive Development
Agreement which allows site planning for nearly an entire
City block. The number of driveways (which interrupt
traffic flow) is less than would occur if the individual
parcels were separately developed.
The access section also states that no service deliveries
will be allowed during the PM peak hours on weekdays, since
service vehicles (especially large trucks) can contribute to
peak hour congestion.
5. Impacts on Traffic During Construction - 9 (k) (vi) - This
section requires a construction staging area on the project
site to minimize the impact of construction activities on
adj acent streets. It was added to the Agreement at the
request of the Planning Commission.
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6. Child Care contribution - 9(k) (vii) - This section requires
the project owner to provide a $250,000 child care
contribution for child care benefits primarily targeted
towards the pico and Mid-cities neighborhoods. All funds
must be expended within 5 years from execution of the
Agreement, and may be expended sooner.
7. Review of Specific Buildings - 9(1) - This section, added in
response to recommendations of the Planning Commission,
provides for design review of buildings within the Phase
III project prior to issuance of a building permit for such
buildings.
8. Affirmative Action and Job Training - 10 - This section
states that the property owner will develop an affirmative
action program with input from neighborhood organiza- tions
to promote job training programs for project tenants and the
hotel operator. The job training programs will be designed
to address the needs of the residents surrounding the
Colorado Place Phase III project.
9. Traffic and Emission Abatement - 11- Under this section, the
property owner is required to prepare and submit for City
approval a traffic and air quality emissions plan to
promote ride sharing , flex-time, special benefi ts for
carpools and vanpools, increased use of public transit, and
other measures. The project owner would also be required to
comply with the provisions of a potential City-wide
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Transportation Systems Management plan, which is currently
in preparation by the City Planning staff.
10. Mitigation Fee -12 - This section provides for a unique
benefit to the City: accelerated payment of the required
parks and housing mitigation fee. Two-thirds of the
required fee would be paid immediately upon signing of the
Development Agreement. The City's Land Use Element only
requires 25% of the fee be paid before the Certificate of
Occupancy is issued (Which would probably be at least three
to five years for the first office building following
execution of the Agreement), and allows the balance to be
paid over a period of three years following the issuance
of the Certificate of occupancy. Given the time value of
money, the accelerated payment schedule is a significant
benefit which will allow the City'S dollars for parks and
housing to go farther and be employed sooner.
11. certain Required Improvements - 13 - This section provides
several items of benefit to the city. The section requires
a hotel to be developed as part of Phase III. In addition
to having less traffic impacts than office development, a
hotel has higher fiscal benefits to the City than office
development. The section also requires three open plaza
spaces to be provided at the corners of Colorado and 20th,
Colorado and Cloverfield, and Olympic and Cloverfield. A
minimum of 40,000 sq. ft. of plaza areas would be provided,
with at least 25,000 sq. ft. to be provided at the
Olympic/Cloverfield Gateway: the remaining areas would have
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to be at least 3000 sq. ft. Such plaza areas might not be
practically provided if the Phase III site were to be
developed in a piecemeal fashion--another benefit of a
comprehensive Development Agreement. Finally, this section
requires the project owner to incorporate at least $250,000
in art works through a pledge to the Arts Foundation. The
art to be displayed will be selected by the City's Arts
Commission from a group of artists approved by the project
owner. Art works must be located in publicly accessible
areas of the project. This is another unusual feature of
the proposed Agree:rr.ent providing a special benefit to the
City.
12. Energy Conservation - 15(a-f) - The proposed Develop~ent
Agreement provides for energy conservation techniques,
including solar heating, high efficiency lighting and high
efficiency roof and wall insulation, in the Phase III
buildings.
13. Effects of Agreement on Land Use Regulations - 17 - This
section addresses future City-enacted City or area-wide
traffic mitigation measures. The project owner would be
required to participate in a City-wide traffic assessment
district anticipated to be created after completion of the
pending traffic study. Under this section, the proposed
Colorado Place Phase III proj ect would be considered as
existing development should a comprehensive traffic
assessment district be created by the City because of the
extensive mitigation measures required by the Agreement.
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Previously, Southmark had sought credit for its required
street improvements against such a future assessment,
however in response to Planning Commission and staff
comments,
Southmark dropped the credit provision, which
represents an improvement to the Agreement.
14. Zone Diagram (Exhibit B)
The Zone Diagram indicates
general building height zones, since the developer wants to
maintain some design flexibility to accommodate potential
tenants' requirements over the period during which buildout
may occur.
The Zone Diagram shows:
a. Height limits -
96 feet, 9-story hotel on Cloverfield Boulevard
84 feet, 6-story office building(s} on Olympic Blvd.
70 feet, 5-story office building(s} on Colorado Avenue
57 feet, 4-story office building(s} on 20th street.
b. street frontage - Colorado Avenue, 1212.9 feet~ Clover-
field Boulevard, 562.9 feet~ Olympic Boulevard/railroad
easement, 1241.2 feet; and 20th street, 357.1 feet.
Staff supports the proposed Zone Diagram layout since it is
appropriate to have the greatest height along Cloverfield (9
story hotel) and Olympic Boulevards (6 stories) and lower
heights (5 and 4 stories) along Colorado Avenue and 20th
street.
15. Parking (Exhibit C) - The Development Agreement proposes the
use of a shared parking formula to calculate the number of
required parking spaces.
"Shared parking" is defined as
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parking spaces that can be used to serve two or more
individual land uses without conflict or encroachment. The
hourly parking demand for each land use is merged to
estimate overall shared parking demand for a proposed
development.
The Colorado Place Phase III project, with a 30Q-room hotel,
would provide 2834 shared parking spaces. Shared parking
has been successfully utilized in mixed-use developments,
such as Colorado Place Phase I, because combining land uses
reduces the demand for parking space from that of separate,
free standing developments. Staff believes that the shared
parking calculation is appropriate for the Phase III
project.
The proposed Development Agreement contains a provision that
if the City Council adopts a new Zoning Ordinance before a
building permit is issued for the underground park- ing, the
developer will use the new Zoning Ordinance parking space
standards for general office and medical office uses in the
shared parking formula.
16. General Services Requirements (EXhibit D) - The proposed
Development Agreement specifies that the developer would
provide various traffic and circulation improvements. The
improvements include re-striping 20th street at wilshire
Boulevard, widening Colorado Avenue between 20th street and
Cloverfield Boulevard, including addition of a right turn
lane on Colorado, widening Cloverfield Boulevard between
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Colorado Avenue and Olympic Boulevard, adding a right turn
lane on 20th street onto Colorado, participating in the cost
of mOdernizing varios traffic signals, providing street
trees on 20th street, Colorado Avenue, Olympic and
Cloverfield Boulevards and installing water lines on Olympic
Boulevard and 20th street. The General Services Department
indicates that these improvements are satisfactory to
mitigate the impacts from the Colorado Place Phase III
project and they include and exceed the mitigation measures
proposed by the Environmental Impact Report.
CITIZEN REVIEW
The proposed Colorado Place Phase III project was presented at
six community meetings during the past year with members of both
Mid-city Neighbors and Pico Neighborhood Association present.
The draft Environmental Impact Report for this project was made
available for public review in September 1986, and the final
document was issued in December 1986. The City and developer
have continued to encourage community comments during this public
review process. The city conducted a community meeting on the
Southmark and water Gardens projects on July 22 1987, which was
attended by approximately 130 persons, some of whom were
affiliated with the developers. Notices regarding this meeting,
the August 10 commission hearing, and the September 22 council
hearing were distributed to over 2000 persons.
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PLANNING COMMISSION RECOMMENDATIONS
On August 24 ,
1987 the Planning Commission recoJI'Jnended
ce~tification of the environmental documentation and approval of
the Phase III
Development Agreement with a nt'lmher of
modifications. These recommended changes, together with a staff
response, are discussed below.
1. The Planning coromission recommended that the floor area
defini tion to be used for buildings authorized by the proposed
Agreement reflect the adopted City-wide Zoning Ordinance.
Response: In response to the comments of the Planning
Commission, the applicant has revised the Agreement t s proposed
FAR definition to minimize differences between it and the
proposed zoning Ordinance definition. As revised, the principle
remaining differences have to do with the treatment of covered
balconies, walkways, arcades and the like. Under the proposed
Zoning Ordinance, such areas would be counted as floor area,
which staff believes would discourage their provision, an
undesirable outcome. Under the definition in the proposed
Agree~ent, these areas would not be counted as floor area unless
they were used for commercial or restaurant activity. Staff
supports this definition.
2. The Commission recommended that property lines, rather than
curb lines, be utilized for purposes of establishing required
setbacks.
Response: Use of the property line as a basis for measuring
setbacks is inconvenient because in some areas of the project the
property line is in the public right-Of-way and in others it is
not. The applicant has amended the proposed Agreement to delete
the "curb line" concept, instead specifying a "setback base line"
utilizing the public right-of-way as a base from which setbacks
would be measured. This approach is consistent with the draft
Zoning Ordinance and staff believes addresses the Colt'.lnission' s
concern.
3. The Commission recommended that the Agreement be revised to
specify that the project be completed within ten years.
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Response: The developer orginally requested a IS-year buildout
period. Based on comments from staff and the Commission,
however, they agreed to change the Agreement to specify that
excavation for the final building of the project must be
commenced within ten years. Given the magnitude of the project
and the desirability of promoting gradual development of the
site, staff recommends that the existing language be retained.
4. The Commission recommended that section 6(c) include a
reference to the subsequent review section of the document.
Response: The applicant has modified the Agreement to include
such language.
5. After extensive discussion and the failure of numerous
motions for various FAR levels, the Commission adopted a motion
to recommend a 1. 3 FAR 1 imi t for the proj ect.
The reasons
discussed for this recommendation related primarily to potential
traffic impacts. Motions for a 1.0, 1.25 and 1.5 FAR failed. A
motion to conduct further traffic impact studies failed. A
motion to approve a 1.5 FAR with the proposed hotel, and 1.25
without the hotel also failed.
Response: Staff recommends that the 1.85 FAR requested by the
applicant be maintained for various reasons. The Cityfs Land Use
Element provides for a 2.0 FAR in the Special Office District.
The Land Use Element was designed to provide certainty and
predictability for residents, developers, staff, and
decisionmakers.
Further, the developer has proceeded to work with the City for
over 18 months to develop a project that meets the land use
standards. This process was undertaken pursuant to an agreement
between the City and the developer in which the City agreed to
process a development agreement for Phase III in exchange for the
developerfs agreement to relocate the hotel.
In addition, the project generates substantially less peak hour
traffic than would a project developed at a 2.0 FAR and adverse
traffic impacts will be mitigated. Those effects will be further
reduced through the developer'S agreement to implement TSM
measures and participate in a traffic assessment district.
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6. In section 9(b) (iv), the Planning Commission recommended that
a subsequent review requirement be indicated for the health club
component of the project.
Response: Such a reference in this section appears unnecessary.
As revised, the site review portion of the Agreement requires
review of all buildings of the project. Whether located above or
below grade, the health club would be reviewed through the site
review process when the building it was housed in came before the
Planning Commission.
7. The Planning Commission voted to add the proposed Zoning
Ordinance definition of lot coverage to section 9 (c) of the
Agreement.
This definition defines building coverage as "the
horizontal area lneasured within the perimeter of the exterior
walls of the ground floor or upper floors that overhang the
ground floor of all principal and accessory buildings on a
parcel. Previously, the applicant had proposed defining coverage
according to at-grade building footprints.
Response: The applicant has amended the proposed site Coverage
section with language consistent with the Commission's action,
with the modification that the "at-grade footprint" of the hotel
shall be defined by the perpendicular projection to the ground of
all portions of that building which are less than thirty-six feet
high. This will allow greater design flexibility for the hotel
wi thout creating excessive lot coverage. Staff supports this
language.
8. In section 9 (f) (ii), the Commission voted to change the
reference to the ARB to the Planning Commission, since review of
such plans is normally within the purview of the Commission.
Response: The applicant has amended the Agreement consistent
with the Commission's motion.
9. In section 9(9) (i), the Commission recommended the addition
of language to the description of general office floor area
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clarifying that the maximum square footage for this use must
reflect the square footage devoted to the hotel.
Response: The applicant has added language to this effect.
10. In Section 9 (g) (iii), the Commission adopted a motion to
strike this section and require that all CUP's for alcohol
outlets come before the Planning Commission through the typical
review process, allowing consideration of such factors as
operating hours and other conditions.
Response: In response to the Commission's concerns about alcohol
outlets, the applicant has amended this Section such that a CUP
would effectively be approved for the hotel, but all other uses
would be required to apply for an alcohol CUP separately. staff
supports this language.
11. In section 9(g) (vi), the Commission voted to recommend that
the Section be amended to require joint City/project owner
selection of occupants of the free space, and in a separate
motion recommended that only organizations qualifying for a
501(c) (3) tax exemption be designated for occupancy of the space.
Response: In response to the commission's action, the applicant
has amended the section to require 501(C) (3) status for
organizations qualifying for occupancy, and that City Manager
approval of any such organization is required. staff supports
this language.
12. In Section 9 (h) (i), the Commission voted to change the
percentages specified from 10% to 5% and 3%.
Response: The applicant has so amended the Agreement.
13. In Section 9(h) (iii), the Commission requested a reference
to the subsequent review section of the Agreement.
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Response: The applicant has added such a reference to the
Agreement.
14. In Section 9(h) (v) the Commission requested that some
language be added to require notification to neighborhood
organizations beyond that norma11y required.
Response: For consistency with normal City notification
procedures, staff reoommends that the Section remain as written.
This issue can best be handled in the notification procedures of
the Zoning Ordinance.
15. In section 9(j), the Commission requested language be added
clarifying that in the event of a sewer moratorium or other
sewage treatment capacity problem, the City would not be
obligated to provide a building permit for the project, and
further, that the Agreement reflect the City's ability to impose
on-site sewage holding capacity on the project.
Response: The applicant has added such language.
16. ln Section 9 (k) (vii), the Commission asked that the word
"expend" be changed to "allocate."
Response: The applicant has so amended the Agreement.
17. The Commission requested a new Section 9(1) regarding future
review of specific buildings. The Commission was responding to
specific language developed by the applicant and adopted it with
changes. Most of the changes proposed by the Co:m.mission have
been made by the applicant: the discussion below describes areas
where the Commission's version and the applicant's revised
version are inconsistent.
A.
Section 9(1)(i).
As adopted by the Commission, the
reference to "schematic drawings" in this paragraph included
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a statement that such drawings were to include floor plans
by use, elevations, and that the parking plans were to have
been reviewed by the Parking and Traffic Engineer.
Response: The nature of schematic drawings is established
in clauses (ii) and (iii), and as defined therein, such
drawings appear consistent with the Commission's intent.
Those sections do not contain a reference to approval of
parking plans by the Parking and Traffic Engineer; however
review by the Engineer occurs as a matter of course prior to
project review by the Planning Commission.
B.
section 9 (l) (v) .
The Planning Commission recommended
the deletion of this paragraph as originally proposed by the
applicant, since the Commission felt it inappropriately
restricted the city's responsibilities under cEQA.
Response: In response to the commission's action, the
applicant modified, rather than deleted the paragraph,
adding a statement at the end of the paragraph to the effect
that the City may require additional environmental review if
it determines that the discretionary action may result in a
significant environmental impact. Since this is the normal
test for preparation of an EIR, which would therefore not
limit the City's CEQA responsibilities, staff recorr~ends
that the language as proposed by the applicant be retained.
c.
section 9(1) (vi).
The Commission wished to add a
reference to notification of neighborhood groups and other
parties to this section.
Response: Staff recommends that the Section remain as
drafted by the applicant so that notification procedures for
this project will be consistent with notice provided for
other projects. This issue is best addressed in the
notification procedures of the City's Zoning Ordinance.
D. Section 9(1) (viii). The Commission recommended several
additional findings for this section, including that the
rights of way can accommodate autos and pedestrians, that
the open space location and design is consistent with the
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requirements of the Agreement, that the provisions of
Exhibit D to the Agreement are complied with, and that
utilities and police and fire service are sufficient to
accommodate the new development.
Response: The applicant added the open space finding as
requested by the Commission. Findings regarding Exhibit D
do not appear necessary, since the City has the power under
Section 6 of the Agreement to determine phasing of required
public improvements for the project. The other findings
recommended by the Commission would fundamentally alter the
scope of the Commission's future review, going beyond design
considerations, and effectively requiring the preparation of
detailed traffic and utility studies. The additional
findings raise a question as to whether the development
parameters established by the Agreement after extensive
environmental review are meaningful, since future Planning
Commissions, on the basis of the additional findings, might
require maj or alterations or deny future elements of the
project. Such a result would be fundamentally inconsistent
with the concept of a Development Agreement.
18. The Planning Commission requested revision of Section 10 of
the Agreement regarding affirmative action.
The Commission
requested that language be added to the effect that prior to a
building permit being issued for each of the buildings in the
project, that an affirmative action program be submitted to
include, during the construction phase, the utilization of
minority-owned businesses, women-owned businesses, and that the
composition of the construotion labor force reflect to some
extent the proportion of minorities and women in the general
lahor force.
Response: The applicant has revised this section in response to
the Planning Commission's general concerns and staff supports the
language as revised.
19. The Planning Commission requested that Section 11 regarding
the Traffic and Emission Abatement plan be modified in several
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respects. The Commission asked that the section be amended to
require a plan for each phase of the project, and further asked
that a 10% vehicle trip reduction goal be established, and
requested
the
deletion
of
language
pertaining
to
the
Environmental Impact Report.
Response: The applicant has revised the Section consistent with
the Commission's action.
20. The Planning Commission voted to add language in Section 12
(Mitigation Fee) to the effect that any fees collected for park
space be used only for acquisiton and development of new parks or
expansion of existing parks, rather than for maintenance or
capital improvements to existing parks.
Response: Such language has been added to the Agreement by the
applicant.
21. Under section 13 (b) (Open Space), the Commission voted to
increase the amount of space which would be allocated to plaza
areas from 30,000 sq. ft. to 50,000 sq. ft., and to add language
promoting a "park-like" design for the plazas.
Response: The applicant has modified the Agreement to specify an
aggregate plaza area of at least 40,000 sq. ft., has added
language specifying that the plazas shall be landscaped in a
pedestrian-oriented manner, and has specified that the main plaza
at cloverfield and Olympic shall have a minimum area of 25,000
sq. ft. staff supports these changes.
22. In section 14, the Commission requested clarification that
in the event of subdivision of the property, the terms of the
Agreement would still apply.
Response: The applicant has added language to this effect.
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23. The Commission asked for additional language in Section
17(b) specifying that this clause only relates to the project.
The Commission also voted to delete a reference to a specific
number of acres in Section 17(e).
Response: The applicant has added language in section 17(b) to
this effect.
BUDGET/FINANCIAL IMPACT
If approved, the proposed Colorado Place Phase III project would
provide substantial economic benefits to the City of Santa
Monica.
Based on the Project Mitigation Program (Ordinance
1367) 1 for 620,490 square feet of office space, 35,000 square
feet of medical office space and 20,000 square feet of banks and
savings and loans space, Southmark would pay a housing/parks
in-lieu fee of $3,336,200 (15,000 square feet x $2.25 + 660,490
square feet x $5.00 = $3,336,200).
Further, through the
Recreation Unit Tax of $200 per new ho~el room, the city would
receive at least $50,000 in revenue for new City parks
(250 rooms x $200 = $50,000).
The Santa Monica-Malibu Unified School District would also
realize fee income from this proj ect under its Developer Fee
program which was recently enacted. The District would receive
fee revenues in excess of $250,000 from the project from its
$0.25/sq. ft. charge on commercial or industrial development.
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RECOMMENDATION
staff respectfully recommends that the City Council:
1) adopt
the resolution certifying the Colorado Place Phase III EIR and
Final Supplement to the EIR, and 2) introduce for first reading
the attached ordinance for approval of the Development Agreement
between the City of Santa Monica and Sopac properties, Inc. with
the following findings:
Findings
1. with approval of separate pending amendments to the Land use
Element regarding provision of on-site open space in the
Special Office District and transfer of the hotel use froM
Phase II to Phase III, the proposed Development Agreement is
consistent with the objectives, policies, general land uses
and programs specified in the General Plan. The project is
consistent with the city's adopted General Plan; no specific
plans are applicable to the project area.
A. LAND USE ELEMENT
The proposed Colorado Place Phase III project complies with
the standards of the Land Use Element. Permitted uses in
the Special Office District include large scale office and
related uses. Specifically, the proposed Development
Agreement is consistent with Land Use Element Objective 1.8
and its related policies to "provide opportunity for office
and advanced technology uses requiring large floor areas. II
The hotel use is being transferred from Colorado Place Phase
II where it had been previously approved.
The proposed project also conforms to Land Use Element
Objectives 3.1, 3.3 and 3.4, and Policies 3.3.15, 3.3.16 and
3.4.9 by providing a "building volume envelope" for solar
access, 28-foot setbacks from the curbline and three corner
plaza areas.
B. CIRCULATION ELEMENT
The proposed project conforms to the objectives and policies
of the Circulation Element. In particular, the development
is consistent with Objective 4.2 and Policy 4.2.3 by
providing ingress and egress points away from residential
neighborhoods and Objective 4.3 and Policy 4.3.1 by widen-
ing Colorado Avenue between 20th street and Cloverfield
Boulevard, widening Cloverfield Boulevard between Colorado
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Avenue and Olympic Boulevard, re-striping 20th street at
Wilshire Boulevard and other such improvements, facilitating
traffic flow to a greater extent than would otherwise occur
without such improvements. The proposed Development Agree-
ment contains a traffic and vehicle emission abatement plan
which is consistent with Objectives 4.5, 4.6 and 4.7.
The proposed Development Agreement is also consistent with
Land Use Element Policy 4.6.3 because the Southern Pacific
Railroad right-of-way will be maintained as a linear park.
Further, by using a shared parking calculation, the proposed
project complies with Land Use Element Policy 4.7.1 which
allows for a reduction in parking requirements for new
mixed-use developments.
C. HOUSING ELEMENT
Although the proposed development is not a residential
project, it is consistent with the goals and policies of the
City's Housing Element to "maintain and increase the supply
of housing affordable to low- and moderate-income persons.1I
This will be accomplished through a Housing and Parks
Mitigation Program (Ordinance 1367) in-lieu fee payment in
excess of $3.7 million.
D. OPEN SPACE ELEMENT
The proposed Development Agreement is consistent with the
City's 1973 Open Space Element. The proposal includes an
in-lieu housing and parks fee required by the Project
Mitigation Program (Ordinance 1367), Recreation Unit Tax
fees of $200 per hotel room, 28-foot setbacks from the
curbline and three open space plazas.
E. CONSERVATION ELEMENT
The proposed Colorado Place Phase III project is in conform-
ity with the policies of the 1975 Conservation Element
including the use of energy efficient insulation and
lighting, solar heating, water conservation techniques and
planting street trees.
F. NOISE ELEMENT
The proposed proj ect is in agreement with the goals and
objectives of the Noise Element to identify and control
noise levels in the City. The proposed Development Agree-
ment specifies that the property owner will sufficiently
insulate the hotel rooms to protect patrons from street
traffic and construction activities.
G. SCENIC CORRIDORS ELEMENT
The proposed Colorado Place Phase III project is consistent
with the 1975 Scenic Corridors Element's goal to protect and
enhance the scenic resources of the City. Al though the
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proposed development is not located on or near the seven
identified scenic corridors in the City, the proposed
Development Agreement does provide for street tree planting
along 20th street, Colorado Avenue and cloverfield and
Olympic Boulevards.
G. SEISMIC SAFETY ELEMENT
The proposed project is consistent with the principles of
the City's Seismic Safety Element. The mixed-use
development is not located along any known earthquake fault
lines, and it will incorporate seismic design standards in
accordance with the Uniform Building Code.
H. PUBLIC SAFETY ELEMENT
The proposed Colorado Place Phase III project is consistent
with the policies and programs of the City's Public Safety
Element to lower the risk factors of fire and geologic
hazard to a safe level. The proposed development WJ.II
comply with the City's fire and building codes in order to
provide for the community's physical safety.
2. The proposed Development Agreement is compatible with the
uses authorized in the M2 district in which the real
property is located. with the exception of the hotel use,
the proposed project uses are among those generally
permitted in the M2 zone. The list of uses permitted was
designed to include those which were mutually compatible in
physical and use characteristics. It is important to note
that the current M2 zoning of the site is planned to be
changed to C5, Special Office District, in the proposed
Zoning Ordinance. The uses allowed in the Special Office
District are compatible uses of the proposed project,
including the hotel use, which will be complementary to
other uses in the project, and to the office uses expected
to predominate in the area under the new C5 zoning. The
project proposal is also compatible with uses authorized
under the Special Office District development standards of
the Land Use Element.
3. The proposed Development Agreement is in conformity with the
publ ic necess i ty , publ ic convenience, general wel fare and
good land use practices. The proposed project will create
an estimated 3,492 jobs in the retail, restaurant, office
and hotel categories and would produce significant net
revenues to the City, benefiting the general welfare.
The proposed Development Agreement is in conformance with
good land use practices. The project concept is consistent
with the land use standards for the Special Office District.
The specific design features of the project also conform to
the Special Office District standards. The height of the
hotel component was approved as part of the pre-existing
Development Agreement for Colorado Place Phase II.
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4. The proposed Development Agreement will not be significantly
detrimental to the health, safety and general welfare. Like
any development proj ect, this proposal will produce both
adverse and positive effects on health, safety and the
general welfare, as shown in the EIR. The project will
resul t in an increase in traffic volumes and will have an
adverse impact on local air quality, but mitigation measures
will adequately address those impacts. On balance, the
beneficial aspects of the project, including employment
opportunities, open space areas and visual improvements to
the site, outweigh the incrementally adverse effects.
5. The proposed Development Agreement will not adversely affect
the orderly development of the property. Redevelopment of
the site as proposed is a logical and orderly use of the
site and an improvement from the current use, which consists
primarily of vacant industrial buildings. The basic project
concept is consistent with the overall direction of the
City'S land use policies and would also meet objectives of
the applicant.
s. The proposed Development Agreement will have a positive
fiscal impact on the city; staff calculation indicates
annual net revenues in excess of $1,200,000.
Attachments:
A -
B -
EIR Certification Resolution
Ordinance for First Reading Approving Proposed
Development Agreement
Communications
c -
Prepared By:
D. Renyon Webster, Senior Planner
DKW:klc
copcc3
09/17/87
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RESOLUTION NO.
(City Council Series)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA
CERTIFYING THE FINAL ENVIRONMENTAL IMPACT REPORT
AND THE FINAL SUPPLEMENT TO THE EIR
ON THE PROPOSED DEVELOPMENT AGREEMENT BETWEEN
SOPAC PROPERTIES INC. AND THE CITY OF SANTA MONICA
WHEREAS, a Notice of Preparation of an Environmental
Impact Report was issued in August 1986; and
WHEREAS, Notice of Completion of a Draft Environmental
Impact Report was published in September 1986, in compliance with
the California Environmental Quality Act and the City of Santa
Monica CEQA Guidelines~ and
WHEREAS, in December 1986, the completion of the Final
Environmental Impact Report on the proposed project, consisting
of the Draft Environmental Impact Report, comments on the
document, and responses to comments was certified; and
WHEREAS, in May 1987, Notice of Completion of a Supplement
to the Environmental Impact Report was published; and
WHEREAS, in August 1987, the completion of the Final
Supplement to the Environmental Impact Report, consisting of the
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Draft Supplement to the Environmental Impact Report, comments on
the document, and responses to comments was certifiedi and
WHEREAS, in August 1987, the City Planning Commission
reviewed the Final Environmental Impact Report and the Final
Supplement to the Environmental Impact Report and recommended
their certification to the City Council; and
WHEREAS, on September 22, 1987, the City council, as Lead
City Agency, reviewed the Final Environmental Impact Report and
Final Supplement to the Environmental Impact Report,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA
MONICA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The city council has reviewed and considered
the Final Environmental Impact Report and the Final Supplement to
the Environmental Impact Report on the proposed Develop~ent
Agreement between SOPAC Properties, Inc. and the City of Santa
Monica prior to acting on the project.
SECTION 2. The City Council finds that the Final
Environmental Impact Report and the Final Supplement to the
Environmental Impact Report adequately review and analyze
potential environmental effects of the proposed project.
SECTION 3. Consistent with Article VI, Section 12 of the
City CEQA Guidelines and section 15091 of the state CEQA
Guidelines, the City Council finds that there are no reasonable
and available alternatives to the project that would
significantly and SUbstantially reduce the impact on the
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environment which would accomplish the project objectives and
would be consistent with the land use goals of the City as set
forth in the standards of the Land Use Element of the City IS
General Plan for the Special Office District of the city, within
which the proj ect is located. Obj ecti ve 1.8 of the Land Use
Element establishes a goal of promoting large-floor office uses
in the Special Office District i the proj ect is consistent with
this goal. Policy 1.8.7 of the Land Use Element allows
development to occur within the Special Office District at a
Floor Area Ratio of 2.0. In response to potential adverse
effects, the project would be developed with a Floor Area Ratio
of less than 2.0; however, significant further Floor Area
reductions would jeopardize the fundamental goals of the city in
its Land Use Element, and the goal of the project applicant to
develop a project consistent with the policies of the Land Use
Element. Further, as specified in sections 4 and 5 of this
Resolution, requirements have been incorporated into the project
which will mitigate the significant environmental effects
identified in the environmental analysis.
SECTION 4. The city council hereby makes a statement of
Overriding Considerations, pursuant to Article VI, section 13 of
the City CEQA Guidelines and Sections 15091 and 15093 of the
State CEQA Guidelines, and finds that while the Final
Environmental Impact Report indicates that there may be
significant effects on circulation during peak hour traffic due
to the proj ect and the cumulative developments in the proj ect
area, the Development Agreement includes the following specific
- 3 -
.
.
requirements which will substantially lessen the significant
effects identified in the environmental analysis: (a) design and
implement a Traffic Systems Management Program: (b) comply with
any future transportation systems management ordinance adopted by
the city: (c) remain subject to any future traffic assessment
district created by the city: (d) perform the substantial
circulation improvements identified in Exhibi t D to the
Development Agreement to mitigate the traffic impacts of the
project: (e) restrict service deliveries to the project during
the PM peak traffic period~ and (f) maintain an on-site staging
area for construction vehicles during the construction of the
project. The City Council finds that therefore, as substantially
mitigated by the specified requirements, the potential impact on
circulation is acceptable.
SECTION 5. The City Council hereby makes a Statement of
Overriding Considerations, pursuant to Article VI, Section 13 of
the City CEQA Guidelines and Sections 15091 and 15093 of the
state CEQA Guidelines, and finds that while the Final
Environmental Impact Report indicates that there may be
significant effects on air quality, the proposed project
incorporates the following specific mitigation measures which
will reduce, although not eliminate, air quality effects: (a)
keep construction equipment in proper tune, and such equipment
shall not be operated during first or second stage smog alerts,
and the developer shall use reasonable watering techniques to
reduce dust during construction; (b) design and implement a
Traffic Systems Management and Emissions Abatement program; (c)
- 4 -
.
.
remain subject to any future City transportation systems
management ordinance; (d) perform the circulation improvements
specified in Exhibit D to the Development Agreement, which will
facilitate traffic flow, thereby reducing air quality impacts
which would otherwise occur; and (e) comply with the energy
conservation features specified in section 15 of the Development
Agreement, which will reduce energy consumption from that which
would otherwise occur, thereby reducing emissions associated with
energy generation. Therefore, the City council finds that the
potential impact on air quality will be mitigated to a level
which is acceptable and which cannot be reasonably avoided since
the project area already currently exceeds the 8-hour federal and
state standards for carbon monoxide concentrations.
SECTION 6. The City Council certifies that the
environmental review for the project was conducted in full
compliance with state and City cEQA Guidelines, that there was
adequate PUblic review of the Draft Environmental Impact Report
and the Draft Supplement to the Environmental Impact Report, that
the City Council has considered all comments on the Draft
Environmental Impact Report and the Supplement to the
Environmental Impact Report, and responses to comments, that the
Final Environmental Impact Report and the Final Supplement to the
Environmental Impact Report adequately discuss all significant
environmental issues and that the City council has considered the
contents of the Final Environmental Impact Report and Final
Supplement to the Environmental Impact Report in its
decisionmaking process.
- 5 -
.
.
SECTION 7. The city Clerk shall certify to the adoption
of this Resolution, and thenceforth and thereafter, the same
shall be in full force and effect.
APPROVED AS TO FORM:
~ ~ ~~-
ROBERT M. MYERS
city Attorney
copreso
09/16/87
- 6 -
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.
C/ED:CPD:DKW:se
COUNCIL MEETING: 9/22/87
Santa Monica, California
ORDINANCE NUMBER
(City Council Series)
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF SANTA MONICA
APPROVING DEVELOPMENT AGREEMENT BETWEEN
SOPAC PROPERTIES, INC., A DELAWARE CORPORATION
AND THE CITY OF SANTA MONICA
THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES ORDAIN
AS FOLLOWS:
SECTION 1. The Development Agreement attached hereto and
incorporated by reference between SOPAC Properties, Inc., a
Delaware corporation, and the City of Santa Monica, a municipal
corporation, is he~eby approved.
SECTION 2. Each and every term and condition of the
Development Agreement approved in Section 1 of this ordinance
shall be and is made a part of the Santa Monica Municipal Code
and any appendices thereto.
The City Council of the City of
Santa Monica finds that the public necessity, public convenience,
and general welfare require that any provision of the Santa
Monica Municipal Code or appendices thereto inconsistent with the
provisions of this development agreement, to the extent of such
inconsistencies and no further, is hereby repealed or modified to
that extent necessary to make fully effective the provisions of
this development agreement.
- 1 -
.
.
SECTION 3. Any provision of the Santa Monica Municipal
Code or appendices thereto inconsistent with the provisions of
this ordinance, to the extent of such inconsistencies and no
further, is hereby repealed or modified to that extent necessary
to give full force and effect to the provisions of this
ordinance.
SECTION 4. If any section, subsection, sentence, clause,
or phrase of this ordinance is for any reason held to be invalid
or unconstitutional by a decision of any court of corrpetent
jurisdiction,
such decision shall not render invalid the
remaining portions of the ordinance.
The City Council hereby
declares that it would have passes this ordinance and each and
every section, subsection, sentence, clause, or phrase not
declared invalid or unconstitutional without regard to \o:hether
any portion of the ordinance would be subsequently declared
invalid or unconstitutional.
SECTION 5. The Mayor shall sign and the City Clerk shall
attest to the passage of this ordinance.
The City Clerk shall
cause the sa~e to be published once in the official newspaper
within 15 days after its adoption.
effective 30 days from its adoption.
The ordinance shall beccrr.e
APPROVED AS TO FORM:
~~.~
ROBER'I M. MYERS 0
city Attorney
w/coplord2
09/01/87
- 2 -
. .
~
.
.
DKS Associates
411 VVesT FdTt~ Sr.pe,;:,:
Si..rte 500
Los koge;es, C4 9Se']
(213) 627 0479
September 11. 1987
Kenyon Webster
City of Santa Monica
Community and Economlc Development Department
1685 Main Street
Santa Monica. CA 90401
RE: Colorado Place Phase III
P87186xO
Dear Kenyon:
Per your request. this letter provides a follow up to OKS Associates.
letter of August 20 regarding proJected impacts of Colorado Pl ace Phase
III. As you recall. that 1 etter documented are-anal ysi s of Colorado
Pl ace Phase I I I impacts incl uding charges to several ass umpt ions used 1 n
the preVlOUS analysis. This letter describes the project related i~~acts
outlined in that letter with the addition of mltigation measures proposed
by Southmark Pacific Corporation.
Exhibit D of the Proposed Development Agreement dated August 4. 1987
includes intersection improvements to be made by the developer at the
following locations:
20th Street/Wilshire Boulevard - Restripe northbound approach on 20th
Street to provide two through 1 anes instead of one right-turn-onl y
lane and one through lane.
Colorado Avenue - Widen ten feet on southern slde to create two through
lanes in each direction and a continuous left-turn lane.
Colorado Avenue/Cloverfleld Boulevard - Establ1sh an addltional rlght-
turn lane at eastbound approach to Colorado Avenue.
'.
.
.
Kenyon Webster
September 11. 1987
Page 2
C1overf1e1d Boulevard - W1den western side of C1overfie1d to create
three full lanes for southbound traffic.
20th Street - Widen to create right-turn lane onto eastbound Colorado.
A total of four intersections are to be mitigated by Southmark. includ1ng
20th Street/Wil shi re Soul evard. 20th Street/Colorado Avenue. C1 overfle1 d
Soul evard/Col orado Avenue and Olympic Boul evard/C1 overfle1 d Soul evard.
The August 20 letter showed the proJected level of service (without mltiga-
tlon) at those intersections to be:
Intersection
Short Term LOS
with Colorado Pl.
Phase I II
Revised
Long Term LOS
20th St./Wi1sh1re Blvd.
20th St./Co1orado Ave.
C10verfleld Blvd./Colorado Ave.
C10verfleld Blvd./Olympic Blvd.
E
C
D
F
F
C
F
F
The followlng table dlsplays projected LOS at the same locations with the
additlon of mltigation measures sponsored by the developer.
Intersectlon
Short Term LOS
with Colorado Pl.
Phase I II with
mltlgation
Revised
Long Tem LOS
wlth mit1gatlon
20th St./Wllshire Blvd.
20th St./Colorado Ave.
C10verfield Blvd./Colorado Ave.
C10verfield B1vd./Olymplc Blvd.
o
B
C
E
o
C
E
F
Thus. in the short term. project related mitigatlon measures are projected
to improve the level of service to D or better at three of the four inter-
sections. Only Cloverfield Boulevard and Olympic Boulevard would remalli
worse than LOS O. In the long term. Cloverfleld Boulevard/Olympic Boulevard
and Cloverfield Boulevard/Colorado Avenue are proJected to operate at LOS
F and E respectively. That intersection would be improved to LOS D condi-
tions by mitigation measures provided by other nearby projects.
As shown in the EIR. all four intersections are projected to operate at
LOS D or better 1n the long term with the mitigatlon measures proposed by
Southmark Pacific Corporatlon and mitlgatlon measures that may be requlred
of other developments in the vicinity of Colorado Place Phase III.
,4
.
.
Kenyon Webster
September 11. 1987
Page 3
I hope this information is helpful. Please contact me if you have any
further Questions.
Sincerely.
OKS ASSOCIATES
~y
pg
cc: Tom Larmore
Lillick. McHose & Charles
7203.p186kw.ltr
.
.
DKS Associates
4;7 ~"'l-'est ,:"'-i-t~ SirecJ
St..;'re see
Los Angf.;es CA 9JCU
'2i3J 627 O~i9
August 20. 1987
Kenyon Webster
City of Santa Monica
Community and Economic Development Department
1685 Main Street
Santa Monica. CA 90401
RE: Analysis of Long Term Colorado Place
Phase III Impacts
P87109xl
Dear Kenyon:
In response to our conversation earl ier this week. DKS Associates has
prepared a brief re-analysis of the impacts of Colorado Place Phase III
which incl udes changes to several assumptlons used in previous analysi s.
The new assumptions are as follows:
1) General Offi ce component of Colorado Pl ace Phase I I lis 620. DO:;
square feet as 1 i sted in development agreement rather than the
previously analyzed 705.000 square feet. The proJect descrlpt10n
in the development agreement represents a project Wi th a 1. 85
FAR as opposed to the 2.0 previously analyzed. This represer.ts
a decrease in PM peak hour trlps generated of approximately 210.
or about 10 percent. The number of PM peak hour trips generated
by all Colorado Pl ace Phase III 1 and uses in thi s scenano is
approximately 1870. The same nu~ber of PM peak hour trips would
be generated by an office-only project with an FAR equal to 1.6.
2) Actual roadway improvements made by the City at the intersec-
tions of Wilshire Boulevard/26th Street and Colorado Avenue/20th
Street have been included in the analysis of future lmpacts.
3) PM peak hour trips generated by the proposed Water Garden project
are assumed to be proportionately equal to Colorado Place Phase
III per 1000 square feet of lot size. Colorado Place is expected
to generate about 2.8 PM peak hour trips per 1000 square feet of
lot size. At the same rate of 2.8 PM peak hour trips per 1000
square feet of lot Slze. the Water Garden would generate approx-
imately 2050 PM peak hour trips. Thus. it is assumed in thi S
analysis that the proposed Water Garden proJect will generate
2050 PM peak hour tnps rather than the 2500 triPS previously
assumed to be generated by the Water Garden.
.
.
Kenyon Webster
August 20. 1987
Page 2
4) A ten percent reduction in PM peak hour trips generated by Colo-
rado Place Phase III. The Water Garden and Colorado Place Phase
I I has been assumed due to TransportatlOn System Management
techniques such as ridesharing. flexible work hours and use of
alternative transportat1on modes. The preV10US analysls included
a ten percent reduction only for Colorado Place Phase III.
The attachment to this letter displ ays the level of service for each of
the 31 intersections that have been analyzed. The table illustrates
existing conditions. projected short and long-term future conditions from
the previous analysis of Colorado Place Phase III (as shown in the EIR).
and proJected long-term future conditions based upon the revised assumptio~s
descrlbed above. The table lllustrates that one lntersection (23rd Street
and Ocean Park Boulevard) currently experiences level of service F in the
PM peak hour.
The two intersections at the Cloverfield/I-IO interchange were previcusly
analyzed independently. but should actually be considered as a system.
When analyzed together. the level of serVlce is lower and more reflectlVe
of actual field obsevations. This is due to theH close proximlty. He
queues of cars extending between the two intersections. and the high turnlng
movement vol urnes that are experienced. Our calculations sholtl that the
interchange as a system operates at LOS C currently with the recent
restriplng of the off-ramp. and will operate at C with short-term project
and Colorado Place Phase III and at LOS D in the long term.
With the revised project assumptions listed above. the long term impacts
at three lntersections (26th Street/Wil shire Boul evard. 26th Street/Santa
Man 1 ca Boul ev a rd and Cent 1 nel a Avenue/Ol ympi c Soul eva rd) fall from a
previously proJected level F to level L At 20th Street anj ColoradJ
Boulevard. the projected level of service changes from E to C. Projected
impacts at other intersections change sllghtly but the level of service
does not Change at any other locations.
Exhib i t 0 of the Proposed Development Agreement dated August 4. 1987
includes intersection improvements to be made by the developer at the
following locations:
20th Street/Wilshire Boulevard - Restripe northbound approach on 20th
Street to provide two through lanes instead of one right-turn-only lane
and one through lane (mitlgated in short term to LOS DIE. vIe 0.90
per fIR traffic analysis).
Colorado Avenue - Widen ten feet on southern side to create two through
lanes in each directlon and a contlnuous left-turn lane.
Colorado Avenue/Cloverfield Boulevard - Establish an addltlonal rlght-
.
.
Kenyon Webster
August 20. 1987
Page 3
turn lane at eastbound approach to Colorado Avenue (mitigated to LOS
D in short term per EIR traffic analysis).
Cloverfield Bouelvard - Widen western side of Cloverfield to create
three full lanes for southbound traffic.
20th Street - Widen to create right-turn lane onto eastbound Colorado.
Previous analysis has shown that other off-site long-term impacts waul d
require mitigation by future projects. incl uding the Water Garden and
other smaller projects at the followlng locations:
20th Street/Wllshlre Boulevard
26th Street/Wllshire Boulevard
20th Street/Santa Monica Boulevard
26th Street/Santa Monlca Boulevard
Cloverfield Boulevard/Colorado Avenue
Centlnela Avenue/Colorado Avenue
Cloverfleld Boulevard/Olymplc Boulevard
Cent1nela Avenue/Olymp1c Boulevard
23rd Street/Pico Boulevard
20th Street/Olympic Boulevard
Cloverfleld Boulevard/Pica Boulevard
In sUll1mary. thi s rev i sed anal ys 1 S sho'....s that the projected LOS at four
intersections is lower than shown in the EIR due to recent street improve-
ments and revised proJect descriptions. The analysls results also show.
however. that the mltigation measures proposed in the develop~ent agreer.e~t
are still app1 i cabl e and that the long-term mit 1 gat lOn meas ures proposed
in the EIR are also still applicable.
OKS Associates 1S pleased to have been of assistance. Please do not heSi-
tate to call me if you should have any questions.
Sincerely.
DKS Associates
&!~#4
Transportation Planner
Attachment
cc: Thomas Larmore. Llll1Ck. McHose & Charles
3833.pI09rev.ltr
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.
RECORDING REQUESTED BY
AND WHEN RECORDED MA I L TO:
Robbie E. Monsma, Esq.
Southmark Pacific Corp.
2 No. Lake Avenue, Suite 800
Pasadena, California 91101
DEVELOPMENT AGREEMENT
between
SOPAC PROPERTIES, INC.
AND
.
THE CITY OF SANTA MONICA, CALIFORNIA
...
Section
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
.
.
TABLE OF CONTENTS
Recitals....
. . . ..
.. . . . . . . . . .
. . . . . . . . . . . . . . . II . . . . . . . . . . . . . . . . . . . _ . . . . . . . II
1.
2.
3.
4.
5.
6.
7.
8.
9.
Definitions...................
E xh 1 bit s .. . . . . . . . . .. . " . . . . . . . . .
Interest of Property Owner............
Assignment: Binding Effect.
Relationship of Parties....
Time for Construction and Completion of Project.
Hold Harmless..........,............................ II .. 4: '" II 111 tI
. . . .
. . . . . . .
. .
. . . . . II . . .. . .
.........
. . . . . .. .
. . . . . . . . . . . . . . .
. . .. . . . . . .
I ns u ran c e. . . . . . . . . . .. . . . . . . . . . .. " . . . . .. . . . . . . . . .
Specific Restrictions on Development and Use
of the Real Property.........................
Non-discrimination, Affirmative Action
and Job Training.................
Traffic and Emisslon Abatement...
Mitigation
Certain Required Improvements..
(a)
(b)
(c)
(d)
(e)
(O
(g)
(h)
(i)
(J )
(k)
(a)
( b)
(e)
Floor Area.......,.....".......... '" .
Zone Diagram; Building Heights...........
Maximum Site Coverage..................
Minimum Setbacks...................
Building Volume Envelope.
parking...............
Us es . . . . . . . . . . . . . . . . . . . ..
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.....
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Adjustment
Procedure..
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Access. .. . .. . . . .. . . .. .. .. .. .. ..
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General Services Requirements..
Other Mitigation Measures......
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Fee. . .. . .. .. .. . . . . . . . . . ..
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Hotel......
Open Spac e. . . . .. . .. .. .. .. . . . .. . . . . .. .
Art.. " ,. .. .. .. . .. . .. .. .. .. ... . . . " . .. .. ,. .. .. .. . . . .. .
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Subdivision Approval............
Energy Conservation................
Accessibility...................
Effects of Agreement on Land Use Regulations....
Periodic Review of Compliance wIth Agreement.
Amendment of Agreement..........................
Enforcement. .. . .. .. . . . .. . .. .. . . . . .. .. .. .. . . .. . . . .. . . . .. .. . . . ... .
. ... .. . .
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Paqe
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De f au 1 t . . .. . .. .. . . . . . .. . . . . . . . . . . . . .. . . . . . .
Procedure Upon Default.......
Attorneys' Fees and Costs....
Not ices. . . . . . . . . . . . . . . . . . . . . .
. . . .. . . . . . . . . . . .. . .. . .
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. . . . .. . .. . . . . . . .. . .. .
Rules of Construction and Miscellaneous Terms... .....
Durat ion of Agreement..................................
Record i ng . . . . . . . .. . .. . . 'II .. . .. . .. . . . .. . . .. .. .. .. . .. . . . . . . . . . .. . .. .. . . .
Mo r t gag e e s . . . . . .. . . . .. .. . . . .. . .. .. .. . . . . . .. .. . . . . . . .. . .. . . . .. . .. . . .. .
Supersedure by Subsequent Laws.........................
Es t oppe 1 Ce r t i fie ate. . . . . . . . . . . . . . . .. . . . .. . . . . .. .. . . .. . . . .. . .
Exhibits:
A.
B.
C.
D.
Legal Description
Zone Diagram
Mixed Use Parking Demand
General Services Requirements
058:AGMT022TOC
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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT, is entered into as of the
day of , 1987, by and between
SOPAC PROPERTIES, INC., a Delaware corporation (ftproperty
Owner"), and THE CITY OF SANTA MONICA, a Charter City organized
and existing under the laws of the State of California (the
"City").
RECITALS
This Agreement is predicated upon the folloving facts:
1. Pursuant to the provisions of Sections 65864 et seq.
of the California Government Code, the City has adopted
Sections 9800 et seq. of its Municipal Code relating to devel-
opment agreements between the City and persons having legal or
equitable interests in real property for the development of
such property.
2. Property Owner has requested the City to enter into
this Agreement relating to certain real property located in the
City and more particularly described in Exhibit A attached
hereto (the "Real Property").
3. On October 27, 1981, the City entered into a Develop-
ment Agreement with Colorado Place Limited, a California Lim-
ited Partnership ("CPL"), relating to the development of cer-
tain real property in the City of Santa Monica commonly
referred to as "Colorado Place Phases I and II." Such Develop-
ment Agreement has been previously amended on three occasions
(as amended, the "CPL Development Agreement").
4. AS a portion of the CPL Development Agreement, the
City approved the construction of a hotel having an average
height not to exceed 96 feet for Phase II of Colorado Place to
face on Broadway between 26th Street and Cloverfield Boulevard.
This approval was given prior to the adoption in 1984 by the
City of the revised Land Use and Circulation Elements of its
General Plan (as amended, the "LUCE") and, therefore, was con-
sidered by the City to be a part of the LUeE. At the request
of residents of the residential neighborhood surrounding
Colorado Place Phases I and II, Property Owner and the City
have agreed that the Real Property constitutes a preferable
location for the hotel and, therefore, Property Owner and the
City desire to provide for this relocation as a part of this
Development Agreement in furtherance of the policies of the
LueE. Accordingly Sopac Development Co., a California
&
.
.
corporation ("Sopac DevelopmentW), and an affiliate of Property
Owner, as the successor in interest to CPL as to the CPL Devel-
opment Agreement as it affects Colorado Place Phase II, has
requested the City to further amend the CPL Development Agree-
ment in order, among other things, to provide for the reloca-
tion of such hotel, all as set forth in Amendment No.4 to
Development Agreement of even date herewith ("Amendment
No.4").
5. Proceedings have been undertaken in accordance with
the City's ordinances, rules and regulations relating to the
requests of Property Owner and SoPac Development to approve
this Development Agreement and Amendment No.4. The City Coun-
cil of the City has found that the provisions of this Agree-
ment, when considered together with those of Amendment No.4,
are consistent with the City's general plan, as set forth in
the LUCE. On , 1987, the City council of the
City adopted Ordinance No. approving this Agreement, and
Ordinance No. approving Amendment No.4.
NOW THEREFORE, the parties agree as follows:
1. Definitions. In this Agreement, the following terms
shall have the following meanings:
(a) wBuilding Height" shall mean the vertical dis-
tance of a building measured from the existing average natural
grade elevation of that portion of the Real Property covered by
the building to the highest point of the roof. In determining
the Building Height of any building, any elemenc of such build-
ing permitted by City zoning laws in effect at the time of such
determination to exceed the height limit on buildings in the
zone in which the Real Property is located shall not be
included.
(b) "Building Volume Envelope" shall be determlned
as follows:
(i) Hotel. For the hotel building to be con-
structed on the Real Property, the Building Volume Envelope
shall consist of the following setbacks from a theoretical ver-
tical plane rising from each Curb Line:
{x) 37 to 45 feet: 37 foot average setback
(y) 46 to 56 feet: 46 foot average setback
(z) 57 feet and above: 55 foot average setback
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.
In addition, at least 50% of that portion
of the facade of the hotel above 36 feet shall have a minimum
setback of 48 feet from such theoretical vertical plane.
(ii) Other Buildinqs. For buildings other than
the hotel, the Building Volume Envelope shall consist of the
following setbacks from a theoretical vertical plane rising
from each Curb Line:
(x) 31 to 45 feet: 37 foot average setback
(y) 46 to 56 feet: 46 foot average setback; at
least 50% of the face to
have a 38 foot minimum set-
back
(z) 57 feet and above: 55 foot average set-
back~ at least 50% of
the face to have a
43 foot minimum setback
(el Reity" means the City of Santa Monica.
(d) RFloor Area" shall mean the total gross horizon-
tal areas of all floors of a bUIlding, including usable base-
ments and cellars, below the roof and measured from the inte-
rior face of exterior walls, or a wall separating two buildings
excluding:
(i) Stairways and stairwells.
(ii) Elevators and elevator shafts.8ftO-e%evater
eq~ipffieftt-reems~
(iii) Ramps to a subterranean or semi-
subterranean parking structure or ramps
between floors of a parking structure
providing the ramp does not accomodate
parking or storage above or below the ramp.
(iv) Unenclosed decks, balconies, and platforms
whether or not covered by a roof so long as
they are not used for commercial or restau-
rant activity.
(v) Exterior courtyards, arcades, atria,
paseos, walkways, and exte~~e~ corridors
whether or not covered by a roof and so
ieft~-8s-they-e~e not used for commercial or
restaurant actlvity.
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(vi) The volume above interior courtyards,
atria, paseos, walkways, and corridors
whether covered or not.
(vii) Subterranean and semi-subterranean areas
used exclusively for parklng.
(viiit--A~-gr8de,-eff-s~ree~,-~em~er8rY-~8rki"~
arees,-whether-or-not-eevered-by-e-b~~id-
iftg,-str~et~re,-or-roef.
(ix)
At grade parking not covered by a building,
structure or roof.
(x)
Loading docks covered by a roof or canopy.
(Kit--Mee"BRieel-eqtlipment-reems,-eiee~rie8i
rooms,-6fla-teiep"ene-roems,-end-sim~i8r
spaee.
Floor area shall include those areas occupied by the
following:
(A) Restrooms, lounges, lobbies, kitchens,
storage areas, and interior hallways and
corridors.
(B) The floor area of interior courtyards,
atria, paseos, walkways, and corridors
covered by a roof or skylight.
(e) At grade parking covered by a building or
structure except for temporary parking.
CD) Above grade parking.
Floor area devoted to at-grade parking covered by a
building or structure or above grade parking shall be counted
at two thirds of the actual area if:
(1) The floor devoted to parking does not exceed
10 feet in height.
(2) There is at least one level of subterranean or
semi-subterranean parking provided on the parcel.
(3) The at-grade and above grade parking levels are
screened from view.
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(4) There is no parking on the ground floor within
40 to 50 feet of the front property line.
(5) The design of the parking levels is compatible
with the design of the building as determined by the Architec-
tural Review Board.
Floor area devoted to the roof top parking shall be
counted as 50 percent of the actual area. If at any time prior
to completion of the Project, the City enacts or amends an
ordinance defining "floor area ratio" or other substantially
similar term in a manner different from the definition set
forth in this Section led), Property Owner may, by written
notice to the city.s Director of Planning, elect to have such
new definition apply to the Project.
(e) "Floor Area Ratio". The Floor Area of all
buildings on the Real Property divided by the area of the Real
Property.
(f) "FASF" shall mean square feet of Floor Area.
(9) "Open Space" shall have the meaning set forth In
Section 13(b) below.
(h) "Project" means the improvements, open space and
landscaping to be developed by Property Owner on the Real Prop-
erty pursuant to the provisions of this Development Agreement.
(i) "Property Owner" means Sopac Properties, Inc., a
Delaware corporation, and its successors in interest.
(j) "Real Property" means that certain real property
located in the City of Santa Monica, State of California, con-
sisting of 562,427 square feet, more particularly described in
Exhibit A.
(k) n€~rh "Setback Base Line" shall mean the
interior boundary of the sidewalk adjoining etir~-ii"e-ef a pub-
lic vehicular right-of-way (including the right-hand turn lanes
referred to in paragraphs 3 and 7 of Exhibit D attached hereto)
without regard to any indentations in-the-e~rh-ii"e resulting
from (i) the right-turn pockets referred to in paragraph 8 of
Exhibit D attached hereto, (ii) drop-off spaces, (iii) the
median in Cloverfield Boulevard referred to in paragraph 4 of
Exhibit D attached hereto, or (iv) similar indentations.
(1) "Zone Diagram" means the Zone Diagram attached
hereto as Exhibit B, as it may be adjusted from time to time in
accordance with this Agreement.
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2. ~xhibits. The following documents referred to in
this Agreement are attached and made a part by this reference:
Exhibit
Desiqnation
Description
A
B
C
D
Real Property
Zone Diagram
Parking Requirements
Requirements of the General Services
Department
3. Interest of Property Owner. Property Owner repre-
sents that it has legal and equitable interests in the Real
Property. Parcels 1 through 5 are owned in fee by Property
Owner and Parcel 6 is held under that certain Commercial Lease
dated March 12, 1979 between Southern Pacific Transportation
Company and Property Owner, as successor in interest to Parker
Manufacturing Company. Notwithstanding any other provisions of
this Agreement, unless Property Owner acquires the fee interest
in Parcel 6, this Agreement shall not affect such fee interest
nor shall the fee holder thereof be subject to any of Property
Owner's obligations hereunder. City has advised Property Owner
that the property described in Parcel 6 may, at some future
date, be utilized for a light-rail transit line if the City
takes the necessary steps to obtain the right to so use
Parcel 6, which rights it does not now have. If such develop-
ment occurs, Property Owner agrees (a) that the City shall not
be responsible for the cost of additional insulation, if any,
necessary for any building on the Real Property as a result of
noise generated from a light-rail transit line, and (b) to hold
the City, its officers, agents, employees and other repre-
sentatives harmless from liability for damage or claims for
damage alleged to have been suffered by any tenant or hotel
operator on the Real Property as a result of noise generated
from a light-rail transit line.
4. ~ssiqnment; Bindinq Effect.
(a) Riqht to Assiqn. This Agreement shall not be
severable from Property Owner's interest in the Real Property
and the Project. Any transfer of any portion of the
Real Property or the project shall automatically operate to
transfer the benefits and burdens of this Agreement with
respect to said portions. Property Owner may freely sell,
transfer, exchange or otherwise dispose of its interest in the
Real Property and the Project, or any portion thereof, without
the consent of the City. Property Owner shall, however, give
notice to City of any transfer hereunder, disclosing therein
the identity of the transferee and such transferee's address.
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(b) Release Upon Transfer. Upon the sale, transfer
or assignment of Property Owner's rights and interests to the
Real Property, or any portion thereof, Property Owner shall be
released from its obligations under this Agreement with respect
to the Real Property and the Project, or portion thereof so
transferred, arising subsequent to the effective date of such
transfer if (i) Property Owner has provided notice of such
transfer to City, (ii) the transferee executes and delivers to
City a written agreement in which the transferee expressly and
unconditionally assumes all of the obligations of Property
Owner under this Agreement with respect to the Real Property
and the project, or portion thereof so transferred, and (iii)
City consents to such release, which consent shall be not
unreasonably withheld based upon the status of completion of
the Project and the ability of the transferee to comply wlth
this Agreement. Failure to deliver a written assumption agree-
ment hereunder shall not affect the transfer of the benefits
and burdens of this Agreement as provided in Section 4(a)
above.
5. Relationship of Parties. It is understood that the
contractual relationship created hereunder between the City and
Property Owner is such that Property Owner is an independent
contractor and is not an agent of the City. None of the terms
or provisions of this Agreement shall be deemed to create a
partnership or joint venture between Property Owner and City or
to provide third party beneficiary rights to any person or
entity.
6. Time for Construction and Completion of Prolect.
(a) Beqinninq Excavation. Property Owner agrees to
commence excavation for the inltial bUllding of the ProJect
wlthin twelve (12) months following the date hereof, provlded
that all necessary permits, approvals and financing are
obtained for such building. So long as Property Owner is dill-
gently seeking said permits, approvals and financing, lts
inability to commence excavation within sald period shall not
be a default hereunder.
(b) Completion of Proiect. Property Owner agrees to
diligently prosecute to completion the construction of the
Project and to commence excavation for the final building of
the Project within ten (10) years after the date of execution
of this Development Agreement.
(c) pro;ect Phasinq. The parties acknowledge that
Property Owner cannot at this time predict when, or the order
in which, individual buildings in the Project will be
developed. Such decislons with respect to phasing of the
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Project will depend upon a number of circumstances not wIthin
the control of Property Owner, including, without lImitation,
market orientation and demand for the use or uses within the
Project, the condition of capital markets and availability of
appropriate financing for the development of the Project (such
as construction or interim and permanent loans, and/or equity
capital) and other similar factors. Property Owner shall
therefore have the right to develop the Project in phases in
such order and at such times as Property Owner deems appropri-
ate within the exercise of its subjective business analysis of
those factors determining, in Property Owner's judgment, the
appropriate course of development of the Project. However, in
connection with each phase, Property Owner shall (i) comply
with the provisions of Section 9(1) below, (ii) provide suffi-
cient parking for the anticipated uses in such phase, as deter-
mined pursuant to Section 9(f) below and Exhibit C hereto, and
fii+ (iii) complete that portion of the improvements specifIed
in Exhibit D hereto as may be appropriate for such phase, as
may be reasonably determined by the CIty'S Department of Gen-
eral Services. In making such determination, such Department
shall consider (w) Property Owner's and City's objective to
complete such improvements in an economically efficient manner,
(x) the anticipated environmental impacts from each phase and
the appropriate mitigation measures therefor, as set forth in
the City's Final Environmental Impact Report for the Project,
(y) the location of the ExhIbit D improvements to be required
for each phase relative to that phase and to the location of
future phases and sdher Exhibit D improvements to be made, and
(z) Property Owner's schedule for commencement of constructIon
of the remaining phases of the Project and the schedule for
completion of other improvements around the Real Property to be
made by the City or by adjacent property owners.
(d) Demolition and Excavation PermIts. During the
term of this Agreement, Property Owner shall be entitled to
obtain one or more demolitIon permits or excavation permits for
the Project without the necessity for applying for or receIvIng
any building permit to replace the structure to be demolIshed;
provided, however, that Property Owner shall be in compliance
with Section 9123 of the Santa Monica Municipal Code and shall
comply with any property maintenance plan promulgated
thereunder.
(e) Certificates of Occupancy. Promptly after com-
pletion of any portion of the project in compliance with the
terms of Sections 9 and 12 of this Agreement and all applicable
building and safety regulations, the City shall provide Prop-
erty Owner with a Certificate of Occupancy therefor.
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(f) Procedure for Future Approvals. If at any time
during the term of this Agreement, an act of Property Owner
relating to the Project requires an administrative approval,
variance, conditional use permit or other City approval, other
than an adjustment covered by Section 9(b) below, Property
Owner shall apply to City in accordance with the applicable
procedures then specified therefor and the procedure then gen-
erally in effect for such administrative approval, variance,
conditional use permit or other City approval shall be fol-
lowed. The procedures for amendment of development agreements
shall not be applicable unless a specific amendment to this
Agreement is requested by Property Owner or unless the adminis-
trative approval, variance, conditional use permit or other
City approval sought by Property Owner is inconsistent with
this Agreement.
7. Hold Harmless.
(a) Property Owner agrees to and shall hold the
City, its officers, agents, employees and other representatIves
harmless from liability for damage or claims for damage for
personal injury, including death and claims for property dam-
age, which may arise from the direct or indirect operatlons of
Property Owner or those of its contractor, subcontractor,
agent, employee or other person acting on its behalf which
relate to the Project. Property Owner agrees to and shall
defend the City and its officers, agents, employees and repre-
sentatives from actions for damages described above caused or
alleged to have been caused by reason of Property Owner1s
activlties in connection with the Project.
(b) This hold harmless agreement applies to all dam-
ages and claims for damages suffered or alleged to have been
suffered by reason of the operations referred to in this sec-
tion, regardless of whether or not the City prepared, supplied,
or approved plans or specifications or both for the ProJect.
B. Insurance. Property Owner shall, commencing no later
than the commencement of excavation for the Initial building of
the Project and continuing for the remaining term of this
Agreement, maintain, or cause to be maintained, public lIabil-
ity insurance in amounts reasonably calculated by Property
Owner to be sufficient from time to time as work on the Project
continues. Such insurance shall extend to the City, its elec-
tive and appointive boards, commissions, officers, agents,
employees and representatives and Property Owner and each con-
tractor and subcontractor performing work on the Project.
Property Owner shall furnish to the City prior to the commence-
ment of excavation for the initial building of the Project sat-
isfactory evidence that such insurance is in force. The
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insurance shall provide coverage for claims and damage arIsing
out of the operations referred to in Section 7 of this Agree-
ment.
9. Specific Restrictions on Development and Use of the
Real Property. The following specific restrictions shall gov-
ern the development and use of the Real Property:
(a) Floor Area. The Floor Area Ratio ef-t~e-P~o;eet
shall not exceed 1.85 (i.e., the aggregate FASF of-the-Prejeet
may be up to, but not in excess of, 1,040,490).
(b) Zone Diaqram; Buildinq Heiqhts.
(i) The Zone Diagram attached as Exhibit B des-
ignates four zones on the Real Property within which
buildings may be located (subject to all other require-
ments of this Agreement) and sets forth, for each zone,
maximum Building Heights for the building or bUIldIngs to
be constructed in that zone. Each zone may contain one or
more building(s). Any building constructed in two or more
zones shall be deemed to be in compliance with the maximum
Building Height limitations of this Agreement if the
Building Height of that portion of such buildIng SItuated
in any zone does not exceed the Building Height permItted
In that zone.
(ii) The City hereby specifically approves for
the Project, as shown on the Zone Diagram, (x) a hotel
having an aggregate FASF not to exceed 270,000 and having
not more than two wings, each wing with a BUIlding Height
not to exceed ninety-six (96) feet, and (y) additional
buildings with Building Heights not to exceed eighty-four
(84) feet, seventy (70) feet, and fifty-seven (57) feet,
as applicable.
(iii) No building other than the hotel may have a
Building Height in excess of eighty-four (84) feet.
(iv) The Zone Diagram does not show the location
of a proposed health club anticipated to be built below
grade. Such a health club, not to exceed 60,000 FASF, may
be located at any point below grade at the discretion of
Property Owner subject to applicable building code and
fire safety restrictions. Property Owner may elect to
place the health club above grade in its sole discretion.
(c) Maximum Site Coveraqe. The aggregate square
footage of the at-grade footprints of all buildings in the
Project shall not exceed 50 percent of the total square footage
- 10 -
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of the Real Property (i.e., shall not exceed 281,214 square
feet). For purposes of this Section g(c), (i) the "at-9rade
footprint" of the hotel shall be defined by the perpendIcular
projection to the ground of all portions of the hotel which are
less than 36 feet high and (ii) the "at-grade footprint" of any
other building shall be defined by the perpendicular projection
to the ground of all portions of such building.
(d) Minimum Setbacks. All buildings in the Project
shall be set back at least twenty-e~gh~-f~B+ (20) feet from the
Setback Base €~rb Line. No side-yard or rear-yard setbacks
shall be required other than those required by applicable fire
safety codes. No sidewalk shall be required to exceed 8 feet
in width.
(e) Buildinq Volume Envelope. No building shall
project beyond the Building Volume Envelope except that this
restriction shall not apply to (i) any building other than the
hotel with a Building Height over 57 feet which is set back at
least 40 feet from the Curb Line along its entire frontage, or
(ii) any building with a Building Height not over 57 feet which
is set back at least 37 feet from the Curb Line along its
entire frontage.
(f) Parkinq.
(i) The required number of parking spaces to be
provided in connection with the Project shall be deter-
mined in accordance with ExhIbit C attached hereto and
incorporated herein.
(ii) The relevant portion of the Project parking
garage and internal circulation plan shall be revlewed and
approved by the City Traffic Engineer prior to Property
Owner's submission of said plan to the Planning Commission
under Section 9(1) below. Areft~teettlr81-RevieY-Bo8re.
(iii) The City specifically agrees that (x) park-
ing bay depths of sixty (60) feet shall be sufficient
width for 90-degree double bay parking, as previously
approved by the City for COlorado Place Phases I and 11,
and (y) up to forty percent (40%) of the required spaces
may be sized for compact cars.
(9) Uses.
(i) The Real Property is hereby approved for
the following uses:
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Use FASF Not to Exceed
. Hotel Building 270,000
(no fewer than 250 rooms
with public meeting space,
restaurants and ancillary
retail)
. Restaurants, including fast 25,000
food outlets (other than
hotel restaurants and
restaurants, such as
cafeterias and dining
rooms, designed to
primarily serve the
employees of a single
tenant and not open to
the general public)
. Retail (other than retail
space located in the hotel)
to serve primarily employees
of, or visitors to businesses
located on the Property, or
guests of the hotel
. Health Club
. Medical Office
. Banks and savings and loans
General Commercial Office
(including restaurants, such
as cafeterias and dining rooms
designed to primarily serve
the employees of a single
tenant and not open to the
general public) and any
similar use or any other uses
that the Zoning Administrator
deems acceptable for the
zone except that theatre
use shall not be permitted
10,000
60,000
35,000
20,000
The maxim~~ FASF permltted
for the Project less 270,000
and less the FASF utilized
for other uses.
(ii) Property Owner shall be entitled to deter-
mine the actual mix of uses on the Real Property from time
to time subject only to the restrictions set forth in this
Agreement. In the event less than 35,000 floor area
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square feet will be leased for medical uses, the parklng
requirements shall be adjusted according to the method set
forth in Section 9(f) and Exhibit C so long as the Prop-
erty Owner gives written notice to the City of the total
floor area square footage to be leased for medical office
use prior to the issuance of the last building permit
issued in connection with this Agreement. The total floor
area square footage, not to exceed 35,000 usable square
feet, set forth in such written notice shall thereafter
constitute the maximum usable square footage permitted
under this Agreement for medical office use in the proj-
ect. Upon the execution of each lease of space for medi-
cal office use, Property Owner agrees to advise City in
writing of (i) the total floor area square footage leased
for medical office use in such lease and (ii) the aggre-
gate floor area square footage, including such newly
leased space, of the Real Property under lease for medical
office use.
(iii) The City hereby approves the issuance of
conditional use permits for "on-sale" liquor licenses for
the hotel, including all lounges and restaurants therein.
Conditional use permits shall be applied for under normal
City procedures for any other "on-sale" licenses desired
in the Project. kea%th-e%~h7-Bfte-8ii-regta~rB"ts-~"-t"e
Projeet7 No "off-sale" licenses shall be permitted with-
out a conditional use permit.
(iv) No building shall be constructed on
Parcel 6. Parcel 6 may be used for landscaped buffer and
limited public recreational uses such as a par course.
The City specifically finds that such uses are permissible
within Section 9121 (M-2 Zone) of the Santa Monica MuniCi-
pal Code in effect on the date of this Agreement.
(v) Nothing in this Agreement shall prevent
Property Owner from utilizing any buildings existing on
the date hereof located on the Real Property for any use
permitted under this Development Agreement or in the CS or
M1 zones under zoning laws in effect at the time of such
use, including provisions applicable to non-conforming
uses.
(vi) Property Owner agrees to make at least
14,000 FASF of space in the existing buildings on the Real
Property available from the date of execution of thlS
Agreement until September 1, 1988 without the payment of
rent other than a pro rata share of utility costs, prop-
erty taxes and maintenance expenses to non-profit commu-
nity service organizations qualified for tax-exempt status
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under Section SOl(c)(3) of the Internal Revenue Code
selected by Property Owner and approved by the City Man-
ager, which approval shall not be unreasonably withheld.
If the City Manager has not disapproved of an organization
within five days, approval shall be deemed to have been
given. Property Owner agrees to construct basic parti-
tioning of such space but each service organization
utilizing such space shall be responsible for all other
tenant costs, including such telephone and utility instal-
lation as may be required for its particular use of the
space.
(h) Ad;ustment Procedure. If Property Owner desires
to increase the Building Height in any zone above that allowed
by Section 9(b) above, decrease the setback in any zone
required by Section 9(d) above, decrease the setbacks for any
floor in any building required by the Building Volume Envelope
provisions of Section 9(e) above, increase the FASF for any use
permitted by Section 9(g), or expand the size of any zone, the
following procedures shall be applicable:
(i) Upon the approval of the Zoning Administra-
tor, Property Owner shall be entitled to (x) decrease the
setbacks required by the BUllding Volume Envelope restrlc-
tions for any portion of any building above 30 feet (36
feet for the hotel) by an amount up to 5% ie%, and
(y) increase the FASF of any use permitted by
Section 9(g){i) below by up to 3% le% (subject to the gen-
eral limitation in Section 9(a) above concerning the maXi-
mum Floor Area Ratio of the Project}.
(ii) Upon the approval of the Planning Commis-
sion, and subject to the general limitation on Floor Area
Ratio in Section 9(a) above, Property Owner may decrease
the setbacks required by the Building Volume Envelope
restrictions for any portion of any building above 30 feet
(36 feet for the hotel) or increase the FASF of any use
permitted by Section 9{g}(i), by amounts exceeding the
amounts set forth in Section 9(h}(i) above or decrease the
setback in any zone required by Section 9{d} above, expand
any zone, or increase the Building Height of any building
in any zone, except that none of these procedures shall
permit an increase in the Buildlng Height of the hotel
above ninety-six (96) feet or the Building Height of any
other building above eighty-four (84) feet without an
amendment to this Development Agreement.
(iii) Property Owner shall file an application on
a form approved by the Zoning Administrator which shall
require Property Owner to (x) state the specific
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.
adjustment being requested, 8"a (y) attach a revised Zone
Diagram or Buildlng Volume Envelope description indicating
the requested changes from the Zone Diagram or the Build-
ing Volume Envelope then in effect hereunder, and
(z) include other materials relevant to the adjustment
being requested but not in excess of those described in
Section 9(1) of this Agreement.
(iv) The fee for any such application shall be
equal to the fee then established by ordinance for devel-
opment agreement amendments.
(v) A public hearing on the application shall
be scheduled for the earliest reasonable regularly sched-
uled meeting of the Zoning Administrator or Planning Com-
mission, as applicable, after the application is complete
and the fee has been paid. Notice of the public hearlng
shall be given prior to the date thereof in accordance
with the City's general procedures in effect at the time
for notice of public hearings on Site ReVIew applications
and the public hearing shall be conducted in accordance
with the then applicable procedural rules of the body
holding the meeting.
(vi) Following the public hearing, the Zoning
A~~inistrator, Planning Commission (on appeal or other-
wise), or City Council (on appeal), as applicable, shall
approve or conditionally approve the application if it
finds that the adjustment or adjustments applied for will
not, when compared to the Zone DIagram, Building Volume
Envelope or FASF of permitted uses, as applicable, in
effect prior to the adjustment, adversely affect the com-
patibility of the Project to the surrounding neighborhood.
(vii) A statement of official action shall be
issued by the Zoning Administrator, Planning Commission or
City Council, as applicable, promptly following its deci-
sion stating (x) its findings as described by
Section 9(h)(vi) above, (y) the decision to approve, con-
ditionally approve or deny the application, and (z) the
reasons for such conclusion. A copy of such statement
shall be mailed to all parties to the proceeding at the
addresses provided by such parties to the Zoning Adminis-
trator.
{viii} Any decision of the Zoning Administrator
may be appealed in writing to the Planning Commission and
any decision of the Planning Commission, whether initially
or on appeal from the Zoning AdmInistrator, may be
appealed in writing to the City Council, in each case by
any person pursuant to the following procedures:
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(w) Appeals shall be addressed to the
appellate body on a form prescribed by the Zoning
Administrator and the appellant shall state the spe-
cific reasons for the basis of the appeal. An appeal
shall be filed within l4 consecutive calendar days
following the date of the action from which the
appeal is being taken. Filings shall be made with
the City Planning Division in the case of an appeal
from a Zoning Administrator action and with both the
City Planning Division and the City Clerk in the case
of an appeal from a Planning Commission action.
(x) Appeals shall be accompanied by
the filing fee then established by the City for
appeals from Site Review applications pursuant to the
City's Zoning Code except that no member of the Plan-
ning Commission or Clty Council shall be required to
pay a fee.
(y) Public notice of an appeal hear-
ing shall conform to the manner ln which notlce of
the original hearing was given.
(z) Hearings on appeals shall be held
at the earliest reasonable regularly scheduled meet-
ing of the Planning commission or City Council, as
applicable, and shall be conducted in accordance with
the then applicable procedural rules of the body
holding the meeting.
(i) Access. Points of vehicular ingress and egress
to and from the interior of the Project ("Access Points") may
be located at any points on the Real Property, subJect to the
following restrictions:
(i) On Colorado Avenue (x) there shall be no
more than five Access Points, three for general automobile
access and two for service deliveries, (y) no Access Point
shall be closer than 200 feet to Cloverfield Boulevard
(250 feet if left turns from westbound Colorado traffic
are to be permitted into such Access Point), or closer
than 200 feet to 20th Street, and (z) all Access points
shall be at least 165 feet apart, center line to center
line.
(ii) There shall be no Access Points on Clo-
verfield Boulevard but there may be a drop-off zone for
the hotel located on Cloverfield Boulevard subject to the
requirements of paragraph 4 of Exhibit D attached hereto.
Such drop-off shall not constitute the primary access for
the hotel.
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.
(iii) On Olympic Boulevard (x) there shall be no
more than three Access Points, two for general automobile
access and one for service, (y) no Access Point shall be
closer than 200 feet to Cloverfleld Boulevard, and (z) all
Access Points shall be at least 100 feet apart. The City
asserts that it "owns" the access rights along Olympic
Boulevard by reason of the Grant Deed from Associated
Telephone Company, Ltd., a California corporation, to the
State of California, Division of Highways, executed
December 21, 1943 and recorded on January 18, 1944 in Book
20548 at Page 152, Official Records. Property Owner con-
tests that the City now owns any access rights along Olym-
pic Boulevard by reason of these or any other documents.
If Property Owner desires access to the Real Property from
Olympic Boulevard and if, and only to the extent, such
access rights are owned by the City, Property Owner shall
acquire such rights from the City at a price equal to the
fair market value. The fair market value thereof shall be
determined by appraisal by an independent MAr appralser
selected by the City through appropriate competition pro-
cess so long as such appraiser is satisfactory to Property
Owner. The cost of such appraisal shall be borne equally
by the parties.
(iv) On 20th Street, there shall be no general
automobile Access Points but there may be one Access Point
for services only which shall be right-turn in and right-
turn out only.
(v) No service deliveries will be allowed
between the hours of 4:00 p.m. to 6:00 p.m. on any day
other than a Saturday, Sunday or holiday.
(j) General Services Requirement. Property Owner
shall comply with the requirements of the Clty'S Department of
General Services which requirements are set forth on Exhiblt D
attached hereto. Prior to the date on which construction of
the Project is to be completed pursuant to the terms of the
Agreement, Property Owner shall not be subject to any addi-
tional requirements of such Department other than those uni-
formly applicable to all developments, such as side-walk rental
and utility hook-up fees. Nothin9 in this Agreement shall
require the City to issue a buildlng permit for any building on
the Real Property during any valid, €ity-wide building morato-
rium resulting from the lack of capacity to handle additional
sewage. Property Owner's time to complete the project under
Section 6 shall be extended by the period of delay as a result
of any such moratorium. In planning for the need for addi-
tional sewage treatment capacity, the City shall take into
account the additional development covered by this Agreemnet.
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.
Any action by the City under this Section 9(j) shall take into
account anyon-site sewage treatment facility which may be
included in the project by Property Owner. Nothing in this
Section 9(j) shall require Property Owner to acquiesce to any
moratorium or impair any rights Property Owner may have as a
result thereof.
(k) Other Mitiqation Measures. In addition to the
requirements of Section 9(j) above, Property Owner shall comply
with the following mitigation measures:
(i) Hydrocarbon Contamination. Contaminated
soil on Parcel 1 shall be removed and disposed of in
accordance with all applicable laws, ordinances and regu-
lations of City and the State of California prior to issu-
ance of a building permit for any building to be built on
Parcel l.
(ii) Air Quality Durinq Construction. Equipment
engines will be kept in proper tune to reduce exhaust
emissions. Such equipment shall not be operated during
first or second stage smog alerts. Property Owner shall
use reasonable and typical watering techniques to reduce
fugitive dust during construction.
(iii) Noise. As a part of building plan-check
procedures, Property Owner shall demonstrate that hotel
rooms are sufficiently insulated to provide any reasonably
necessary noise protection from street traffic and from
construction activities.
(iv) Security SerVices. Property Owner shall
operate, contract for, or otherwise provlde private secu-
rity services for the Project, including the parking
garage.
(v) Water Conservation.
(x) Automatic sprinklers shall be set to
water landscaping during evening and early morning hours
only to reduce excessive water requirements due to water
loss by evaporation.
(y) Property owner shall be permitted to
incorporate water features into the Project so long as
Property Owner demonstrates to the satisfaction of the
General Services Department that the water loss from any
such feature is not excessive.
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(vi) Impacts on Traffic Durinq Construction. To
the extent feasible, Property Owner shall maintain a
staging area on the Real property for use by construction
vehicles and will design traffic patterns for construction
vehicles, both on-and-off-site, in order to minimize the
impact of construction activities on adjacent streets.
Property Owner will cooperate with the City's Department
of General Services in order to develop other mutually
acceptable means for minimizing impact.
(vii) Child Care Contribution. Following the
execution of this Agreement, a committee shall be formed
consisting of one representative of Property Owner
selected by Property Owner, two neighborhood repre-
sentatives, one each chosen by Mld-City Neighbors and Pico
Neighborhood Association, and two City representatives,
one each chosen by the Cityfs Chlld Care Task Force and
the City Manager (the "Child Care Committee"). Property
Owner agrees to spend Two Hundred Flfty Thousand Dollars
($250,000) for child care benefits primarily targeted for
the benefit of the residents of the Pico Neighborhood
Association and the Mid-City Neighbors in accordance with
a plan to be developed by the Chlld Care Committee (the
"Plan"). Such Plan may contain requirements for acquisi-
tion and/or construction of facilities, funding of pro-
grams, direct subsidy of users or providers, or a combina-
tion of the foregoing in any reasonable way, and the
timing of all funding, except that no facilities or pro-
grams may be required on the Real Property. The primary
emphasis of such Plan shall be to make child care serVlces
affordable to the targeted users. The Plan shall require
Southmark to allocate expe"o no less than Fifty Thousand
Dollars ($50,OOO) per year until the fund is exhausted.
In the event that the Child Care Committee fails to
develop a Plan within one year of the date of the execu-
tion of this Agreement, Southmark shall, in its sole dis-
cretion and judgment, allocate ~~efld not less than Fifty
Thousand Dollars ($50,000) from the fund for child care
purposes. All funds must be allocated ex~eftdea in accor-
dance with the Plan within five (5) years of the date of
the execution of this Agreement. Until expended in accor-
dance with the Plan, all funds will be held by Property
Owner.
(1) Review of Specific Buildings.
(i) AS of the date of this Agreement, Property
Owner has not designed any of the buildings which will
ultimately constitute the Project due to Property Owner's
desire to respond to market forces over the term within
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.
which the Project may be constructed. For this reason,
City and Property Owner have established certain develop-
ment restrictions, set forth in this Agreement, to which
the Project must adhere. However, City desires that prop-
erty Owner submit to the Planning Commission for review
certain limited design information described in
clauses (ii) and (iii) below for each building prior to,
and as a condition for, the issuance of any building per-
mit for that building. Upon the execution of this Agree-
ment, Property Owner has obtained a vested right to pro-
ceed with the Project as described in, and limited by, the
provisions of this Agreement. Therefore, the review to be
conducted by the Planning Commission is to be limited in
its scope to the matters described below and is not for
the purpose of allowing the City to alter any provision of
this Agreement.
(ii) Property Owner shall submit an application
to the City Planning Department for review of the particu-
lar building on a form approved by the Zoning Administra-
tor which application shall set forth (v) the Building
Height of such building, (w) for the last building sub-
mitted for approval (A) the aggregate FASF for all bUIld-
ings previously approved under thIS Section 9(1) and the
building then being submitted for review, and (8) the
aggregate square footage of the at-grade footprints of all
buildings previously approved under this Section 9(1) and
the building then being submitted for review, (x) calcula-
tions showing compliance with the Building Volume Envelope
restrictions for such building, (y) the FASF of each
anticipated use in such building being submitted for
review and the aggregate FASF for all uses in all build-
ings previously approved under this Section 9(1), and (z)
the aggregate number of parking spaces which will exist on
the Real Property following the completion of the build-
ings being submitted for review.
(iii) Such application shall be accompanied by
(x) a Zone Diagram modified to show (A) the location and
footprint of each building previously approved under this
Section 9(1) and the building or buildings being submitted
for review, (B) all Access Points then existing or identi-
fied and (e) the internal circulation and parking plan,
and (y) one or more dimensioned schematic drawings for
each typical floor of each building then being submitted
for review, indicating the location and FASF for each gen-
eral type of use, as described in Section 9(g)(i) above,
on each floor, and dimensioned schematic exterior building
elevations indicating grade for each facade of each such
building which faces any public right-of-way.
- 20 -
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(iv) The application shall be deemed complete
when all materials and information required by clauses
(ii) and (iii) above have been submitted along with the
fee required by clause (vi) below. Property Owner shall
not be required to submit building interior drawings
(other than those described in clause (iii) above), land-
scape plans, irrigation plans, architect's renderings,
models, or other architectural details in addition to
those specified in clauses (ii) and (iii) above and no
decision of the Planning Commission may be withheld or
delayed due to the absence of any materials not required
to be submitted as a part of the application as set forth
in clauses (ii) and (iii) above. Property Owner may, how-
ever, at its sole option, submit such additional materials
as a part of the application as it may desire.
(v) City agrees that in view of the development
parameters established in this Agreement, the substantial
environmental studies which have already been performed on
the Project, the formal and informal public hearings which
have taken place, and the nature of the review contem-
plated by this Section 9(1), no environmental impact
report, supplemental environmental impact report or other
environmental work shall be required as a condition to the
approval required hereunder unless the City reasonably
concludes that the issues over which the Planning Commis-
sion is expressly given discretion under this Section 9{1)
might have a significant impact on the environment.
(vi) The fee, public hearing procedures and
appeal procedures for the review covered by this Section
9(l) shall be the same as then in effect for a Site Plan
Review Permit under the City's Municipal Code, except as
otherwise specified in this Section 9(1).
(vii) The Planning Commission shall expeditiously
and in good faith review each application under this
Section 9(1) and, in any event, shall take action thereon
within sixty (60) days following the date upon which the
application is deemed complete. A failure to do so shall
result in the application being deemed approved by the
Planning Commission. Any appeal to the City Council shall
be considered expeditiously and in good faith and, in any
event, shall be heard by the City Council at the earliest
practicable date.
(vi i i)
cil on appeal,
out conditions
can be made in
The Planning Commission, or the City Coun-
shall approve the application with or with-
or modifications if the following findings
an affirmative manner based upon all
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.
materials submitted as a part of the application: (s) the
placement of each proposed building on the Real Property
and the location of the proposed uses within each such
building are compatible with, and relate harmoniously to,
surrounding sites and neighborhoods, (t) the Access Points
and internal circulation plan are adequate to accommodate
anticipated automobile and pedestrian traffic for each
proposed building, (u) the Building Height of each pro-
posed building does not exceed that permitted by
Section 9(b), (v) the setback requirements of section 9(d)
are complied with for each proposed building and the
placement of each proposed building is compatible with and
relates harmoniously to, the open space required by
Section 13(b), (w) each proposed bUllding will comply with
the Building Volume Envelope restrictions of Section 9{e),
(x) the number of parking spaces required by Section 9(f)
and Exhibit C are being provided, (y) the aggregate FASF
for each use on the Real property in all buildings previ-
ously approved under this Section 9(1), and then being
proposed, is in compliance with Section 9(g), and (z) with
respect to the last building to be submitted for reVIew,
the provisions of Sections 9{a) and g(c) will be complied
with following completion of such building.
(ix) No action of the Planning Commission, or
the City Council on appeal, under this Section 9(1) shall,
directly or indirectly, (x) impair the rights of Property
Owner under this Agreement with respect to the building or
buildings then submitted for review or any existing or
future development on the Real Property, (y) deny, condI-
tion or modify any approval applied for under this
Section 9(1) either (A) by imposing any development
restriction inconsistent with those set forth in this
Agreement, or (B) for any reason not specified in this
Section 9(1), or (z) require Property Owner to build a
different number of buildings in any zone than the number
applied for. Nothing in this Section 9(1) is intended to,
or shall be construed to, permit the Planning Commlssion,
or the City Council on appeal, to deny, condition or mod-
ify any approval applied for under this Section 9(1) if
such denial, condition or modification would effectively
operate to prevent Property Owner from developing the Real
Property to an aggregate FASF of 1,040,490 square feet.
(x) Nothing in this Section 9(1) shall be
applicable to (x) any portion of the health club so long
as it is constructed below grade, or (y) the issuance of
any demolition or excavation permit.
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.
10. Non-Discrimination, Affirmative Action and Job
Training.
(a) Property Owner shall not discriminate against
any employee or applicant for employment on the basis of race,
religion or creed, sex, marital status, national origin, sexual
orientation or physical handicap and shall cause a similar pro-
vision to be inserted in any contract for work entered into by
Property Owner relating to the Project other than purchase
orders for standard commercial supplies, materials or other
goods.
(b) Subject to the provIsIons of section IO(a)
above, Property Owner will develop and submit to the City for
approval prior to the commencement of construction of the Proj-
ect a suitable affirmative action program for the hiring of
labor and the obtaining of materials during construction
relating to employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, lay-off or termination,
rates of payor other forms of compensation and selection for
training, including apprenticeship. Any such plan shall recog-
nize the necessity of compliance with standard union hiring
practices and shall not establish quotas of any kind.
(c) Prior to the completion of the hotel, Property
Owner will designate a representative whose responisibility it
will be to identify and target those areas suitable for affir-
mative action and to develop and submit to the City for
approval a program designated to effectively address problem
areas. Property Owner's representative will, in consultation
with appropriate neighborhood organizations, design and
actively promote amnong the tenants of the Project and the
hotel operator job training programs that address the needs of
the neighborhoods surrounding the Project.
(d) Property Owner will, in all solicitations or
advertisements for employees placed by or on ~ehalf of Property
Owner, state that all qualified applicants will receive consId-
eration for employment without regard to race, religion or
creed, sex, marital status, national origin, sexual orientation
or physical handicap.
-----ie~--Affirma~ive-Aetien-and-aeb-!r8iniR~.--Preperty-eWfter
yill-desi~nB~e-8-represent8tive-wftege-respens~bility-it-w~ll-be
te-idefttifY-8nd-t8rget-tfteSe-are8s-s~it8ble-fer-affirmetive
eetioft-8ftd-to-develep-end-s~bmit-~o-tfie-€ity-for-epprevel-pr~er
te-tfie-eempletien-ef-tfie-ftotel-e-progreffi-desigRBted-te-effee-
tively-eadress-preblem-ereas.--Preperty-ewRerLg-repregentetive
viil,-iR-eOnStiltetion-vith-apprep~~ete-nei9nbornoed-ergani~8-
t~ens,-design-end-Betively-proffiete-8ffieng-tfie-teR8nts-of-~ne
- 23 -
.
.
P~e;eet-eftd-the-hete%-o~e~ater-;e~-t~Biftiflg-pre~raffl3-thet
addre33-the-~eeds-of-the-fle~gh5erheed3-5~rre~ndift9-the-prejeet.
11. Traffic and Emission Abatement. Property Owner will
designate a representative whose responsibility it will be to
prepare and submit to the City for approval by the City Manager
prior to issuance of a temporary certificate of occupancy for
the first office building in the Project the-eempietiofl-ef-the
prejeet a program designed to actively encourage and promote
among the tenants of the Project and the hotel operator the
following traffic and emission abatement measures:
(a) Staggered hours or "flex-time" amongst different
tenants and/or within divisions or departments
of larger tenants.
(b) Compilation and distribution of rIde-share lists
and computer scheduling of car-pools and van-
pools for all employees of all tenants.
(c) Reduced parking rates for car-pools and van-
pools.
(d) Use of public transit facilities, including
(1) actively working with the Santa Monlca
Municipal Bus Line or its designee to Improve
service to and from the Project, (ii) imple-
menting public transit incentives such as bus
tokens for employees and (iii) actively
coordinating with existing companies providirg
van or bus service to Los Angeles International
Airport to include the ProJect as a regular stop
along their route in Santa Monica.
(e) Readily available bicycle parking areas.
(f) Such other measures that Property Owner deter-
mines will reduce traffic impact of the Project.
----------~fie5e-t~aff~e-ae6teffleflt-meB5~res-wiii-ee-iflitiatee-fto
%Bte~-tflaft-~peft-oee~~afley-of-the-fir5t-5e%-of-the-flofl-hotel-BRe
Roft-~estetirant-FA5F-ef-tfie-Pro;eet.
----------No-9reeter-ievel-ef-detaii-shail-5e-re~tiirea-by-~he
€ity-for-the-review-er-e~prevBl-of-stieh-~~o~rem.--Fti~ther,-the
€itY-fiftds-tfi6t-the-Eftvireftffiefttei-fmpaet-Re~er~-prepered-ifl
eeftfieetieft-vith-t"is-A~reemeftt-previde5-e-s~ffieieftt-~8sis-to
determifte-the-enV1renmentei-impeet-e{-any-sneh-pro9r6ffi-so-that
"o-f~rtfier-eftviroftmeftta%-review-shel~-be-reqtiired-ift-eeftfteet~eft
w~th-aftY-5~eh-6pp%ieatieft. Such program may contain a goal of
- 24 -
.
.
reducing vehicle trips to the Project by an amount deemed
achievable by City and Property Owner based upon all appropri-
ate factors, including the amount of office development in the
vicinity of the Project, but not to exceed 10%. Property Owner
shall, in good faith, comply with the program and attempt to
achieve the established performance goal. The City recognizes
that the ability to meet any established goal may depend upon
factors outside the control of Property Owner. Therefore,
Property Owner shall not be in default hereunder for failure to
achieve any goal so long as Property Owner is, in good faith,
attempting to comply with the approved program. Nothing in
this Agreement shall exempt any tenant, hotel operator or other
employer in the Project from complying with any reasonable
traffic system management ordinance so long as such ordinance
is uniformly applicable to all similar uses throughout a rea-
sonably defined geographical area of the City which fairly and
equitably treats all uses on the Project in comparison to other
commercial uses. A "traffic system management ordinance" shall
be an ordinance which adopts measures intended to reduce the
number of vehicle trips at peak traffic hours through the
encouragement of ride-sharing, van pools, use of publiC trans-
portation, shuttle serVices, and other similar means but shall
not include any ordinance imposing fees or assessments, or
mandating specific work, in order to make physlcal improvements
to the City's circulation system. Nothlng in this Section 11
shall limit the obligation of Property Owner under
Section l7(e) below.
12. Mitiqation Fee. For each building permit issued for
the Project, Property Owner will pay to the City a hOUSing and
parks mitigation fee in an amount computed by adding (a) $2.25
multiplied by the first lS,OOO square feet of net rentable
floor area utilized for medical or co~~ercial office space,
plus (b) $5.00 multiplied by the amount of net rentable floor
area for such office space above 15,OOO (except that the fee
computed at the rate of $2.25 per square foot shall apply only
to the first lS,OOO square feet of medical or commerCial office
space in the Project). Any unpaid or uncredited dollar amounts
shall be adjusted from the date of the execution of thlS Agree-
ment to the time of payment by the intervening changes in the
Consumer Price Index for all consumer products for the Los
Angeles/Long Beach Metropolitan Area. The amount of the mlti-
gat ion fee due for any building of the Project shall be based
upon the amount of net rentable floor area included within the
approved building permit for the building. On the date of exe-
cution of this Agreement, Property Owner shall pay $2,200,000
to the City constituting an initial, advance payment of the
mitigation fee due hereunder which shall constitute full pay-
ment of the mitigation fee due on the first 448,250 square feet
of net rentable floor area for use as medical or commercial
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.
office space. Upon the issuance of each building permit, Prop-
erty Owner shall be credited with payment of the mitigation
fee, including the adjustments for the increase in the Consumer
Price Index, that would be due on the net rentable floor area
for use as medical or commercial office space included within
such building permit. When the aggregate total of all such
credits amounts to 448,250 square feet of net rentable floor
area for medical or commercial office use, Property Owner shall
be entitled to no more credit hereunder. Upon the issuance of
each building permit, Property Owner shall promptly pay the
unpaid or uncredited mitigation fee due thereon, wlth the
unpaid or uncredited portion increased by the increase in the
Consumer Price Index as set forth herein. Provided, however,
that nothing in this Section 12 shall require payment of a mit-
igation fee as a condition for the issuance of a bUllding per-
mit for the restoration of any bUilding on the Real Property
pursuant to Section 9(g)(vi) hereof. Fees paid under this
Development Agreement shall be allocated by the City in accor-
dance with, and in full satisfaction of, Ordinance Number 1367
(CCS), as it may be amended from time to time, except that to
the extent the fee payable hereunder is allocated for park
space, it shall be utilized solely for the acquisition and
development of land for new parks or expansion of existing
parks, including expenses related thereto, and shall not be
used for capital improvements, maintenance or other purposes.
13. Certain Required Improvements. Property Owner agrees
to provide the following improvements, facilitles and services:
(a) Hotel. Unless Property Owner is unable to
secure commercially reasonable financing, Property Owner shall
include in the Project a hotel of not less than two hundred and
flfty (250) guest rooms.
(b) Open Space. The areas designated on the
Zone Diagram as "Colorado/Twentieth Plaza,"
"Colorado/Cloverfield Plaza" and "Olympic/Cloverfield Gateway"
shall be developed and used for public viewshed purposes (the
"Open Space"). The Open Space shall consist of an aggregate at
least 40,000 3S,SeS square feet with each area to have at least
3,000 square feet and the area designated as the "Olym-
pic/Cloverfield Gateway" on the Zone Diagram shall be land-
scaped in a pedestrian-oriented manner and contain to-Rave at
least 25,000 i5,eee square feet. The Olympic/Cloverfield Gate-
way shall provide a view into the interior of the Real Prop-
erty, a portion of which may be underneath an overhang of the
hotel which is at least l5 feet above the grade level under-
neath the overhang. The Olympic/Cloverfield Gateway may
include a par course for public use. The Olympic/Cloverfield
Gateway and the Colorado/Cloverfield Plaza shall be completed
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no later than 90 days after issuance of a Certificate of Occu-
pancy for the hotel. The COlorado/Twentieth Plaza shall be
completed no later than 90 days after issuance of a Certificate
of Occupancy for the last building to be built in the Twentieth
Street Zone, as shown on the Zone Diagram. The Open Space shall
at all times remain the property of Property Owner and shall be
maintained by Property Owner at its sole cost and expense.
(c) Art. Property Owner shall pledge at
least $250,000 to the Santa Monica Arts Foundation (the "Foun-
dation") for the acquisition of artwork to be placed in the
public areas of the Project. Following execution of this
Agreement, a committee (the "Art Selection Committee") will be
formed consisting of representatives of Property Owner, the
Santa Monlca Arts Commission (the "Commission") and the Founda-
tion. Within one year followlng the date of this Agreement,
the Art Selection Committee, with the approval of Property
Owner, will establish a plan consisting of general guidelines
for the type, size, cost and location for various artworks
around the Project. The Art Selection Committee shall estab-
lish procedures for competition among artists for production of
the desired pleces and up to $25,000 of Property Owner's pledge
may be expended for administrative curatorial and promotional
costs related to the competition. For each piece, Property
Owner shall be entitled to select a group of artists who will
submit proposals to make the final competition and the Art
Selection Committee shall make the final selection of the art-
ist to produce the particular piece of artwork.
l4. Subdivision Approval. Upon execution of this Agree-
ment the Real Property shall be subject to the terms of this
Agreement. This shall not impair the right of Property Owner
Pre~erty-eyfter-shell-have-the-ri9ht to subdivlde the
Real Property and the Project. The City agrees to promptly
consider in good faith one or more tract maps and other appli-
cations necessary or appropriate to accomplish such subdlvlsion
or relating thereto. Any approval of such an appllcation may
include reasonable conditions which are no more burdensome or
extensive than those imposed on similar requests from other
applicants. Property Owner shall be entitled to post a bond or
letter of credit as security for satisfaction of any condition
that may be satisfied by the payment of money.
l5. ~nerqy Conservation. The Project will comply with
all provisions of California Title 24 Energy Regulations, and
will include as a minimum the fOllowing features:
(a) Enerqy Manaqement System. All air condi-
tioning and other mechanical equlpment and motors will be
started and stopped from the system console and water and air
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temperatures can be remotely reset. The foregoing, in conjunc-
tlon wIth remote sensing of outslde and inside conditions, will
permit system operation refinements resulting in energy
optimization, and will prevent unnecessary energy consumptlon
during business and non-business hours. This system wlll also
be used to control the use of lighting.
(b) Air Conditioninq. An economizer or "free
cooling" cycle will be used which will enable the use of
outdoor air rather than mechanically refrigerated air whenever
outside temperature permits. variable volume air distribution
systems will allow air supply quantities to be reduced as cool-
ing loads decrease resulting in reduced fan power consumption
at reduced loads. Air supply to periodically unoccupied areas,
such as conference rooms, can be minimized. Low pressure air
distribution systems will be utilized to minimize fan horse-
power. Cold plenum temperature at air conditioning unlts will
be reset automatically to a higher temperature (when alr condi-
tions warrant) with resultant energy savings.
(c) Liqhtinq. High efficiency fluorescent
lamp/ballast systems will minimize energy consumption. Maximum
provisions for local light switching will be provlded to permit
use of lighting only when space is occupied. Photo cell con-
trol of lighting in areas where natural illumination could suf-
fice WIll be provided. Exterior and certain operational
lighting will be controlled from the energy management system
to optimize operation and minimize energy consumption. Where
decor or functlon dictate the use of incandescent or tungsten
halide lighting, extensive contol equipment will be prOVIded to
optimize operation and increase lamp life.
(d) Solar Heatinq. Solar panels, roof mounted,
will prOVIde domestic water heating except in the hotel.
(e) Other Enerqy Considerations. High effI-
CIency roof and wall insulation as well as heat absorbing glass
will be utilized to reduce cooling and heating loads. All air
supply ducts will be insulated to reduce energy losses to non-
conditioned spaces. Hot water piping and storage tanks will be
fully insulated. Water-saving flush valves wlll be provided
for toilet fixtures. Sun shading of windows will be incorpo-
rated where appropriate to further reduce alr conditioning
requirements.
(f) Adiustments for Substitute Technoloqy.
(i) Property Owner shall be entitled to
substitute other energy management measures in the Project
for those described above upon submission of an
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application to the City Building and Safety Division
demonstrating to the Department's reasonable satisfaction
that said substitution is at least as energy effIcient as
the measure it is proposed to replace.
(ii) Property Owner's application shall
state the specific substitution being proposed and attach
such plans, specifications and supporting materials as may
be reasonably required by the City Building and Safety
Division to demonstrate the appropriateness of the substi-
tution.
l6. Accessibility. The Project, including all open
space, shall be accessible to handicapped persons.
17. Effects of Aqreement on Land Use RequlatIons.
(a) The rules, regulations and official policIes
applicable to the development and use of the Real Property
shall be those rules, regulations and official polIcIes gov-
ernIng permitted uses, densIty of development, design, improve-
ment and construction standards and specifications generally
applicable to the development of real property in the Special
Office District, as defined in LUCE, in force at the time of
the execution of this Agreement, except as modified herein and
except as provided in Exhibit C with respect to parking
requirements. The City shall not, in subsequent actions appli-
cable to the Real Property, apply new rules, regulatIons and
policies which conflict with those rules, regulations and
pOlIcies applicable to the Real Property as set forth in this
Agreement.
(b) As applied to this Agreement and the Project,
any provisions of the Santa Monica Municipal Code or appendices
thereto inconsistent with the provisions of this Agreement, to
the extent of such inconsistencies and no further, are hereby
repealed or modified to the extent necessary to effect the pro-
Visions of this Agreement.
(c) Property Owner shall be required to obtain
Architectural Review Board approval for any buildIng
constituting a portion of the Project prior to the issuance of
any building permit therefor. Architectural Review Board
review shall be limited to the scope of review allowed in the
City Municipal Code and shall be subject to the development
rights granted to Property Owner under this Agreement. Prop-
erty Owner shall be entitled to obtain approval for an individ-
ual building and its ancillary landscaping and signage without
the necessity for Property Owner to submit for City or Archl-
tectural Review Board review plans for the remainder of the
project.
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(d) The City and Property Owner acknowledge that the
provisions of this Section l7 and of Sections 6(f) and 20 are
intended to implement the intent of the parties that Property
Owner have the right to develop the Project pursuant to speCl-
tied and known criteria and rules and that the City receive the
benefits which will be conferred as a result of such develop-
ment without interdicting the right of the City to act in
accordance with its powers, duties and obligations.
(e) City shall not be entitled to impose any mitiga-
tion measures or fees in lieu thereof for impacts caused by
development of the Project other than as set forth in this
Agreement except that City may impose upon the Real property a
fee for traffic improvements so long as such fee is determined
pursuant to an ordinance which (i) is adopted by City In accor-
dance with applicable State and City laws, (ii) creates a
reasonebie traffic assessment district of reasonable size but
at least eo~~einiR~-8~-ieest-------aeres-8ne including wIthin
its boundaries, the area within the Special Office District, as
defIned in the LUCE, and the area within the Hospital Area Spe-
cific Plan, as approved by the City's Planning Commission on
March 9, 1987, (iii) imposes fees on a fair share basis upon
all owners of commercially-zoned real property in such dis-
trict, and (iv) if a distinction is made between "existing" and
"new" development, the Real Property shall be considered as
"existing" development. If such an ordinance is adopted and a
fee would be imposed thereunder against the Real Property, such
fee shall be reduced by a classification of all portions of the
Project as existing development rather than new development
irrespective of the extent to which the Project has actually
been constructed or building permits or other entitlements for
construction or use have been applied for or issued.
18. periodic Review of Compliance with Aqree~ent.
(a) The City shall review this Agreement at least
once during every l2-month period from the date this Agreement
is executed.
(b) During each periodic review by the City, Prop-
erty Owner may be required to demonstrate good faith compliance
with the terms of this Agreement.
19. Amendment of Aqreement. This Agreement may be
amended in whole or in part only by mutual consent of the par-
ties and in the manner provided for by law.
20. Enforcement. Unless amended or cancelled as provided
herein, this Agreement is enforceable by any party to it not-
withstanding a change in the applicable general or specific
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plan, zoning, subdivision or building regulatIons adopted by
the City WhICh alters or amends the rules, regulations or
policies governing permitted uses of the Real Property, den-
sity, design, improvement and construction standards and speci-
fications. In any litigation concerning this Agreement neither
party hereto shall assert as a claim or defense the invalidlty
of this Agreement.
21. Default.
(a) Property Owner shall be in default under this
Agreement upon the happening of one or more of the following
events or conditions:
(i) If a material warranty, representation or
statement made or furnished by Property Owner to the City
IS false or proves to have been false in any material
respect ~hen it was made;
(ii) A finding and determination by the
City Council of the City made following a periodic review
under Section l8 above that upon the basis of substantial
eVldence, Property Owner has not complied in good faith
with a material requirement of this Agreement: or
(iii) An express repudiation, refusal or renunci-
ation of this Agreement, if the same is in writing and
signed by the Property Owner.
(b) The City shall be in default under this Agree-
ment if it shall (i) fail to comply in good faith with the
requirements hereof regarding the permitted development stan-
dards and uses specified herein, or (ii) expressly repudiate,
refuse or renounce this Agreement in writing.
(c) Non-performance by Property Owner shall be
excused when it is reasonably prevented or delayed by reason of
any act, event or condition reasonably beyond the control of
Property Owner for any of the following reasons:
(i) War, insurrection, civil commotion, riot,
flood, severe weather, earthquake, fire, casualty, acts of
public enemy, acts of God, governmental restriction, liti-
gation (including, without Ilmitation, litigatlon con-
testing the validity, or seeking the enforcement or clari-
fication of, this Agreement whether instituted by Property
Owner, the City or any other person or entity), acts or
failures to act of any governmental agency or entity:
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(ii) Inability to secure necessary labor, mate-
rials or tools, strikes, lockouts, other labor dlsputes,
or delays of any contractor, subcontractor or suppller; or
(iii) Inability to obtain and consummate neces-
sary financing, or delays of any lender or third party
relating thereto provided, however, that the total delay
based upon this clause (iii) shall not be excused beyond
an aggregate of one year. Each time Property Owner deter-
mines that it intends to rely on this clause (iii), it
shall give City written notice of such intention setting
forth the date on which such period of reliance began and
the basis for such reliance. Property Owner shall give
City written notice of the end of each period of such
reliance. Property Owner may give such notice to City at
any time within two (2) years from the date of commence-
ment of such period of reliance and shall not be deemed to
have waived its right to rely upon this clause (iii) by
any failure to give notice at any earlier time.
22. Procedure Upon Default.
(a) Upon the occurrence of a default by Property
Owner, as described in Sections 21(a)(i) or 2l(a)(ii) above,
the City may give written notice to Property Owner specifying
the nature of such default. If the default relates to a por-
tion of the Real Property transferred by Property Owner under
Sectlon 4(a) above and Property Owner has not been released
from liability under Section 4(b) above, such written notlce
shall be given to both Property Owner and such transferee. If
such default has not been cured withIn ninety (90) days of such
notice, an Event of Default by Property Owner shall be deemed
to have occurred. The occurrence of a default by Property
Owner under Section 21(a)(iii) above shall, at the electIon of
the City Council of the City, and upon written notice to Prop-
erty Owner, immediately constitute an Event of Default by Prop-
erty Owner.
(b) Upon the occurrence of a default by the City, as
described in Section 21(b)(i) above, Property Owner may give
written notice to the City specifying the nature of such
default. If the City has not cured such default within ninety
(90) days of such notice, an Event of Default by the City shall
be deemed to have occurred. The occurrence of a default by the
City under Section 21(b){ii) above shall, at the option of
Property Owner, and upon written notice to the City, immedi-
ately constitute an Event of Default by the City.
(c) Upon an Event of Default by Property Owner, the
City may terminate this Agreement upon written notice to
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Property Owner. If portions of the Real Property are held in
separate ownership at the time such Event of Default occurs and
such Event of Default relates to only one of such portions,
City may terminate this Agreement as to such portion and no
such termination shall impair the continuing applicability of
this Agreement to the remainder of the Real Property.
(d) Upon an Event of Default by the City, Property
Owner may terminate this Agreement upon written notice to the
City.
(e) All remedies at law or in equity, including spe-
cific performance, which are not otherwise provided for in this
Agreement or in the City's regulations governing development
agreements, are available to the parties to pursue if an
Event of Default occurs hereunder; provided however, that if
the City or Property Owner elects to terminate this Agreement
pursuant to Section 22(c) above, such termination shall consti-
tute such party's sole and exclusive remedy.
(f) If this Agreement is terminated on account of an
Event of Default, such termination shall not affect any right
or duty emanating from City entltlements or approvals with
respect to the Project approved concurrently or subsequently to
the approval of this Agreement, but the rights, duties and
obligations of the parties hereunder shall otherWlse cease as
of the date of such termination. If City is the terminating
party, then any and all benefits, including money recelved by
the City, shall be retained by City; but if Property Owner 1S
the terminating party, then Property Owner shall be entitled to
all of the benefits arising out of, or entitlements on account
of, any amounts paid, given or dedicated to. or received by,
City under this Agreement. Notwithstanding the foregoing pro-
VIsions, no termination of this Agreement shall prevent Prop-
erty Owner from completing and occupying bUlld1ngs or other
improvements authorized pursuant to building permlts previously
approved by City and under construction at the time of termina-
tion. As used herein, ~constructionP shall mean work under a
building permit, and "completing" shall mean completion for
beneficial occupancy for Property Owner's use, or if a portion
of the Project is intended for use by a lessee or tenant, then
for such portion "completing" shall mean completion except for
interior improvements, such as partitions, duct and electrical
runouts, floor coverings, wall coverings, lighting, furniture,
trade fixtures, finished ceilings, and other improvements typi-
cally constructed by or for tenants of similar buildings.
23. ~ttorneys' Fees and Costs. If legal action by either
party is brought to enforce or interpret this Agreement, or any
provision hereof, the prevailing party is entitled to
reasonable attorneys' fees and court costs.
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24. Notices. All notices required or provided for under
this Agreement shall be in writing and delivered In person or
sent by certified mail, postage prepaid. Notice shall be
deemed to have been given upon receipt. Notices required to be
given to the City shall be addressed or delivered as follows:
City Attorney
City of Santa Monica
1685 Main Street
Santa Monica, California 90401
Notices required to be given to Property Owner shall
be addressed or delivered as follows:
SOPac Properties, Inc.
2 North Lake Avenue, Suite 800
Pasadena, California 9ll0l
Attention: President
A party may change the address by glv1ng notice in
writing to the other party and thereafter notices shall be
addressed and transmitted to the new address.
25. Rules of Construction and Miscellaneous Terms.
(a) The singular includes the plural~ "shall" 1S
mandatory, "may" is permissive.
(b) If a part of this Agreement is held to be
invalid, the remainder of the Agreement IS not affected.
26. Duration of Aqreement. This Agreement shall expire
on January l, 2042. After expiration or full satisfaction, the
parties shall execute an appropriate certificate of terminatlon
which shall be recorded in the official records of Los Angeles
County.
27. Recordinq. The parties hereto shall cause this
Agreement and any subsequent amendment to be recorded in the
Official Records of the County of Los Angeles.
28. Mortqaqees. In the event the City receives written
notice from any institutional lender or pension trust
(a "Mortgagee") that it has obtained a deed of trust or mort-
gage on all or any portion of the Real Property (a "Mortgage"),
together with a copy thereof, the City agrees as follows:
(a) The City shall mall, first-class, postage pre-
paid, to each Mortgagee a copy of any notice (the "First
Notice") gIven to Property Owner under Section 22(a)
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concurrently with the glvlng of such notice to Property Owner.
If the default specified in the First Notlce is one described
in either Section 21(a)(i) or Section 21(a)(ii), and if Prop-
erty Owner fails to cure such default within the period allowed
in Section 22(a), the City shall give written notice
(the "Second Notice") to each Mortgagee of such failure.
(b) The City shall not terminate or cancel this
Agreement, irrespective of the provisions of Section 22(c),
unless (i) the City has given to each Mortgagee the notice or
notices required by Section 28(a), (ii) no Mortgagee has,
within 30 days following the giving of the First Notice (if the
default specified therein is one described in Section
2l{a)(iii)), or within 30 days following the giving of the
Second Notice (if the default specified in the First Notice is
one descrlbed in Section 2l(a)(i) or Section 2l(a)(ii))
(x) cured any default arising solely from the failure to pay
amounts due and owing to the City hereunder, and (y) co~~enced
the exerClse of remedies available under the Mortgage or
obtained a deed-in-lieu thereof, and (iii) no Mortgagee, pur-
chaser at a foreclosure sale held under the Mortgage; or pur-
chaser from Mortgagee (a "Purchaser") has, with1n 30 days fol-
lowing the obtaining of title to the Real Property, or portion
thereof originally covered by the Mortgage (x) cured all
defaults which are, by their nature, curable Within such
period, and (y) commenced, in good faith, to cure all other
defaults which, by their nature are not curable within such
period, and diligently proceeded to cure all such defaults
within a reasonable time. A default under Section 2l(a)(iii)
shall be deemed cured by the giving of a wrltten agreement by
any such Mortgagee or Purchaser to continue to be bound by the
terms of this Agreement.
(c) The City shall accept the performance of any
such Mortgagee or Purchaser as if such performance were ren-
dered by Property Owner. Each Mortgagee and each such Pur-
chaser shall have the right, but not the obligation, to remedy
any defaults of Property Owner within the time specifIed
herein. No Mortgagee or Purchaser shall have any liability
under this Agreement except for acts or events which occur
while such Mortgagee or Purchaser holds title to the
Real Property or portion thereof.
(d) The provisions of this Section 28 are solely for
the benefit of Mortgagees and Purchasers and shall not other-
wise impair any rights of the City against the Property Owner.
(e)
Property Owner
of any deed of
Project or any
No default or Event of Default hereunder by
shall defeat, impair or render invalid the lien
trust made in good faIth and for value as to the
portion thereof.
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(f) The City, by resolution of the City Council, may
modify or add to the provisions of this Section 28 at the
request of any institutional lender or pension trust providing
financing so long as such requested modifications or additions
pertain only to the rights of a Mortgagee hereunder and are not
otherwise inconsistent with the terms of th1S Agreement.
29. Supersedure by Subsequent Laws. If any agency
other than the City passes any law or regulation ("Law") after
the date of this Agreement which prevents or precludes compll-
ance with one or more provisions of this Agreement, then the
parties shall meet and confer in good faith to determine the
feasibility of modifying or suspending one or more prov1sions
of this Agreement to comply with such new Law based on the
effect such modification or suspension would have on the pur-
poses and intent of this Agreement. In addition, Property
Owner shall have the right to challenge the new Law preventing
compliance with the terms of this Agreement, and, in the event
such challenge is successful, this Agreement shall remaln
unmodified and in full force and effect.
30. Estoppel Certificate. Either party may, at a~y
time, and from time to time, deliver written notice to the
other party requesting such party to certify in writing that,
to the knowledge of the certifY1ng party, (1) this Agree~ent is
in full force and effect and a binding obligation of the par-
ties, (ii) this Agreement has not been amended or modified
either orally or in writing, or, if so amended, identifying the
amendments, and (iii) the requesting party is not in default ln
the performance of its obligations under this Agreement, or if
in default, to describe therein the nature and amount of any
such defaults. A party receiving a request hereunder shall
execute and return such certificate within ten (10) days fol-
lowing the receipt thereof. The Planning Director of City
shall have the right to execute any certificate requested by
Property Owner hereunder. City acknowledges that a certlficate
hereunder may be relied upon by transferees, Mortgagees or
other parties.
IN WITNESS WHEREOF this Agreement has been executed by the
parties as of the day and year first above written.
Approved as to form:
CITY OF SANTA MONICA
By:
City Attorney
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Attest:
SOPAC PROPERTIES, INC.
By:
Its:
.
.
LEG~L DESCRIPTIONS
PARCEL 1:
THAT PORTION OF LOT2, OF TRACT 9774, IN THE CITY OF 5~NTA MONICA,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
140 PAGES 64 THROUGH 66 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNT~
RECORDER OF SAID COUNTY, OESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT: THENCE SOUTH 44 DE-
GREES 06 MINUTES 00 SECONDS EAST ALONG THE NORTHEASTERLY LINE OF SAID
LOT, A DISTANCE OF 545.67 FEET, MORE OR LESS TO A POINT; THENCE SOUTH 9
DEGREES 54 MINUTES 09 SECONDS WEST 23.51 FEET, TO THE BEGINNING OF A
CURVE, CONCAVE SOUTHERLY HAVING A RADIUS OF 11,778.48 FEET; THE~CE
SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 0 DEGREES 33
MINUTES 17 SECONDS, AN ARC DISTANCE OF 114.02 FEET TO THE BEGINNING OF
A COMPOUND CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 905.00 FEET;
THENCE SOUTHERLY ALONG THE LAST MENTIONED CURVE, AN ARC DISTA~CE OF
293.80 FEET; THENCE NORTH 44 DEGREES 45 MINUTES 25 SECO~DS ~EST 483,68
FEET TO THE NORTHWESTERLY LINE OF SAID LOT: THENCE NORTHEASTERLY ALONG
SAID NORTHWESTERLY LINE 417.40 FEET TO THE POINT OF BEGINNING.
EXCEPT THEREFROM f THAT PORTION OF SAID LOT 2, DESCRIBED AS FOLLO\o;S:
BEGINNING AT THE NORTHERLY CORNER OF SAID LOTr THENCE SOUTH 44 DEGREES
06 MINUTES 00 SECO~DS EAST, ALONG THE NORTHEASTERLY LI~E OF SAID LOT, A
DISTANCE OF 545.67 FEET; MORE OR LESS, TO A POINT DISTANT THEREO~ 20
FEET NORTrl\\ESTERLY FROM THE PRODUCED NORTHWESTERLY LINE OF OLYM?IC
BOULEVARD, 110 FEED WIDE; THENCE SOUTH 9 DEGREES 54 MINUTES 09 SECOS~S
~EST 23.51 FEET TO A POINT ON SAID NORTH~ESTERLY LNE DISTANT THEREO~ 20
FEET SOUTHWESTERLY FROM THE PRODUCED SAID NORTHEASTERLY LINE, SAID
NORTH~ESTERLY LINE BEING A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF
11,778.48 FEET, THEl'oiCE SOUTriWESTERLY ALONG SAID NORTHi-iESTERLY LINE,
THROUGH A CENTRAL ANGLE OF 0 DEGREES 06 MINUTES 33 SECOKDS, A~ ARC
DISTANCE OF 22.44 FEET TO THE BEGINNING OF A TANGENT CURVE COKCAVE
WESTERLY HAVING A RADIUS OF 24.70 FEET, THE~CE NORTHERLY ALONG THE LAST
MENTIO~ED CURVE AN ARC DISTA~CE OF 46.50 FEET TO A POI~T OF TA~GEKCY O~
A LINE PARALLEL WITH AND DISTANT 8 FEET SOUTHWESTERLY, MEASURED AT
RIGHT ANGLES, FROM SAID NORTHEASTERLY LINE; THENCE NORTH~ESTERLY ALO~G
SAID PARALLEL LINE A DISTANCE OF 5l9.10 FEET TO THE BEGINNING OF A
TANGENT CUR.VE CONCAVE SOUTHERLY HAVING .A RADIUS OF 10 FEET, THE~CE
WESTERLY ALONG THE LAST MENTIONED CURVE AN ARC DISTANCE OF 15.71 FEET,
MOR.E OR LESS, TO A POINT IN THE NORTH~ESTERLY tINE OF SAID LOT, DISTA~T
THEREON 18 FEET SOUTHWESTERLY FROM SAID NORTHERLY CORNER; THENCE
NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE OF SAID LOT TO THE POINT OF
BEGINNING.
EXHIBIT A
Pa.ge 1 of 4
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.
.
PARCEL 2:
BEGINNING AT THE MOST WESTERLY CORNER OF LOT 2 OF TRACT 9774, AS PER
MAP RECORDED IN BOOK 140 PAGES 64 TO 66 INCLUSIVE OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THENCE NORTH 45 DEGREES
14 MINUTES 35 SECONDS EAST, ALONG THE NORTHWESTERLY LINE OF SAID LOT 2,
BEING ALSO THE SOUTHEASTERLY LINE OF COLORADO AVENUE (SO FEET WIDE), A
DISTANCE OF 600.00 FEET TO A POINT, THENCE SOUTH 44 DEGREES 45 MINUTES
2S SECONDS EAST 483.68 FEET TO A POINT IN THE NORTHWESTERLY LINE OF
THAT CERTAIN TRIANGULARLY SHAPED PARCEL OF LAND DESCRIBED AS PARCEL 3
IN THE FINAL ORDER OF CONDEMNATION NO. 496651, FILED JULY 23, 1945 AN~
ENTERED JULY 24, 1945 IN JUDGEMENT BOOK 1553 PAGE 27, SUPERIOR COURT,
RECORDS OF STATE OF CALIFORNIAr LAST MENTIONED POINT BEING ON A CURVE,
CONCAVE SOUTriEASTERLY HAVING A RADIUS OF 905.00 FEET r THENCE
SOUTH~ESTERLY ALONG SAID NORTHWESTERLY LINE OF PARCEL 3 (CHORD OF SAID
CURVE BE~RS SOUTH 41 DEGREES 20 MINUTES 05 SECONDS WEST 9l.94 FEET) AN
ARC DISTANCE OF 91.98 FEET TO A POINT IN THE NORTH~ESTERLY LINE OF THE
SOUTHERN PACIFIC RAILROAD COMPANY'S RIGHT OF WAY (100 FEET WIDE), AS
RECORDED IN BOOK 40 PAGE 282 OF DEEDS, IN THE OFFICE OF THE COU~T'i
RECORDER OF SAID COUNTY, THENCE SOUTHWESTERLY ALONG SAID NORTHKESTERLY
LINE OF THE RIGHT OF WAY (100 FEET WIDE) BEING ON A CURVE COr-;CAVE
SOUTHEASTERLY, HAVING A RADIUS OF 11,703.40 FEET (CHORD OF SAI~ CURVE
BEARS SOUTH 59 DEGREES 29 MINUTES 21 SECONDS KEST 524.40 FEET), A~ ARC
DISTANCE OF 524.~5 FEET, MORE OR LESS, TO THE SO~THERLY COR~ER OF SAID
LOT 2: THENCE NORTH 44 DEGREES 45 MI~UTES 25 SECONDS WEST, ALO~G
SOUTHWESTERLY LINE OF SAID LOT 2, A DISTANCE OF 360.90 FEET TO TEE
POINT OF BEGIN~ING.
EXHIBIT A
2 of 4
.
.
PARCEL 3:
THE NORTHWESTERLY 115 FEET OF LOT 1 IN BLOCK wAw OF THE TILDEN TRACT,
IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFOR~IA
AS PER MAP RECORDED IN BOOK 2, PAGE 93 OF ~~PS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
EXCEPT THE NORTHEASTERLY S2 FEET THEREOF.
EXCEPT THEREFROM:
THE SOUTHWESTERLY EIGHT (8) FEET OF THE NORTHWESTERLY 175 FEET OF LOT
1, BLOCK A, OF TILDEN TRACT, IN THE CITY OF SANTA MONICA, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGE 93 OF
MAPS IN THE OFFICE OF THE RECORDER OF SAID COUNTY AND THAT PORTION OF
SAID LOT 1 BEGINNING AT A POINT IN THE NORTH~ESTERLY LINE OF SAID LOT
BEING DISTANT 13 FEET NORTHEASTERLY, ALONG SAID NORTH~ESTERLY LINE,
FROM THE MOST WESTERLY CORNER OF SAID LOT: THENCE SOUTH~ESTERLY ~LO~G
SAID NORTHWESTERLY LINE 5 FEET: THENCE SOUTHEASTERLY PARALLEL WITH 7HE
SOUTHWESTERLY LINE OF SAID LOT A DISTANCE OF 5 FEET; THENCE IN A DIRECT
LINE TO THE POINT OF BEGII'NING, CONTAINING 1400.00 SQUARE FEET. AS
CONDEM~ED TO THE CITY OF SANTA MO~ICA IN JUDGEMENT FILED ~AY 19, 1963
IN CASE NO. ~~C-6553, SUPERIOR COURT.
PARCEL 4:
LOT 1 IN BLOCK A OF THE TILDEN TRACT, IN THE CITY OF SA.~'TA H:)~ICA,
COUNTY OF LOS ANGELES, STATE OF CALIFOR~IA, AS PER MAP RECORDED I~ BOJK
2 PAGE 93 OF MAPS, IN THE OFFICE OF TrlE COUNTY RECORDER OF SAID COG~TY.
EXCEPT THE NORTHWEST 175 FEET THEREOF.
ALSO EXCEPT THE SOUTHWESTERLY 8 FEET THEREOF.
AN EASEMENT, WITH RIGHT OF ENTRY, FOR THE PURPOSE OF LAYING A~D
MAINTAINING PUBLIC UTILITY SERVICES, OVER THE NORTrlEASTERLY 8 FEET OF
THE NORTHWESTERLY l75 FEET OF LOT 1 IN BLOCK A OF THE TILDE~ TRA:T, IN
THE CITY OF SANTA MONICA, IN THE COUNTY OF LOS ASGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 93 OF ~~PS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 5:
THE NORTHEASTERLY 52 FEET OF THE NORTHWESTERLY 175 FEET OF LOT 1 IN
BLOCK -An OF THE TILDEN TRACT, IN THE CITY OF SANTA MONICA, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 93
OF HAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXHIBIT A
3 of 4
.
.
PARCEL 6:
~HE LESSEEfS INTEREST ONLY IN LEASE OF THE REAL PROPERTY BELOW, DATED
MARCH 12, 1979 BETWEEN SOUTHERN PACIFIC TRANSPORTATION COMPA~Y AS
LESSOR AND PARKER MANUFACTURING COMPANY AS LESSEE (INSTRUMENT tW.
86-184890), HELD BY SOPAC PROPERTIES, INC., (FORMERLY KNOWN AS ANAHEIM
HILLS DEVELOPMENT CORP.) FOLLOWING FEBRUARY 11, 1986 ASSIGNME~T BY
PARKER MANUFACTURING COMPANY TO ANAHEIM HILLS DEVELOPMENT CORP.
(INSTRUMENT NO. 86-184890).
THAT PORTION OF THE RIGHT-OF-WAY, 100.00 FEET WIDE OF THE SOUTHERN
PACIFIC RAILROAD COMPANY IN THE CITY OF SANTA MONICA, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS RECORDED IN BOOK 40 PAGE 282 OF DEEDS
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSEC~ION OF THE CURVED NORTHWESTERLY LINE OF SAID
RIGHT-OF-WAY, 100.00 FEET WIDE WITH THE CURVED NORTH'''';ESTERLY LIKE OF
THE LAND DESCRIBED IN PARCEL 3 OF THE FINAL ORDER OF CONDE~SATIO~ NO.
496651, FILED JULY 23, 1945 AND ENTERED JULY 24, 1945, IN JUDGE~EST
BOOK 1553 PAGE 21, SUPERIOR COURT, RECORDS OF SAID STATE; SAID LAST
MENTIONED CURVE BEING CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF
905.00 FEET; A RADIAL LINE OF SAID CURVE TO SAID INTERSECTIO:-; BEARS
NORTH 5l DEGREES 34 MINUTES 36 SECONDS WEST THENCE SOUTHWESTERLY AKD
CONTINUING ALONG SAID CURVE 94.25 FEET THROUGH A CENTRAL ANGLE OF 5
DEGREES 58 MINUTES 02 SECONDS TO A POINT IN A CURVED LINE BEING
CONCENTRIC WITH AND DISTANT SOUTHEASTERLY 40.00 FEET MEASURED RA)IALLY
FROM, SAID NORTH~ESTERLY LINE OF SAID RIGHT-OF-WAY, lOO.OO FEET KIDE;
SAID LAST DESCRIBED CURVE BEING CONCAVE SOt1THEa.STERLY AND HAVI~G A
RADIUS OF 11,663.40 FEET, A RADIAL LINE OF SAID CURVE TO SAID POIKT
BEARS NORTH 29 DEGREES 38 MINUTES 43 SECONDS WEST; THENCE SOUTH~ESTERLY
636.65 FEET ALONG SAID CONCENTRIC CURVE THROUGH A CENTRAL ANGLE OF 3
DEGREES 01 MINUTES 39 SECONDS, TO THE NORTHEASTERLY LINE OF T~ESTIETH
STREET, 70.00 FEET WIDE AS SHOWN ON THE MAP OF TRACT NO. 9774 IN SAID
CITY AND RECORDED IN BOOK 140 PAGES 64 AND 65 OF ~~PS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY; THENCE ALO~G SAID LAST DESCRIBED
NORTHEASTERLY LINE NORTH 44 DEGREES 45 MI~UTES 25 SECONDS ~EST, 40.88
FEET TO ITS INTERSECTION WITH SAID CURVED ~ORTH~ESTERLY LINE OF SAI~
RIGHT-OF-WAY, lOO.OO FEET WIDE; SAID LAST MENTIONED CURVE BEING CO~CAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 11,703.40 FEET, A RADIAL LIKE OF
SAID CURVE TO SAID INTERSECTION BEARS NORTH 32 DEGREES 48 MI~UTES 53
SECONDS ~LST, THENCE NORTHEASTERLY 732.79 FEET ALONG SAID CURVE,
THROUGH A CENTRAL ANGLE OF 3 DEGREES 35 MINUTES 15 SECONDS TO THE POI~T
OF BEGINNING.
EXHIBIT A
4 of 4
.
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Exhibit C
COLORADO PLACE
PHASE III
MIXED USE PARKING DEMAND
A. parkinq Requirement Calculations.
The actual number of parking spaces required for the
actual mix of uses on the Real Property shall be the largest of
(l) parking demand at lO:OO A.M. weekdays, (2) parking demand
at 1:00 P.M. weekdays, or (3) parking demand at 7:00 P.M. week-
days, with those demands be1ng computed in accordance w1th the
following formulae:
Parking demand at lO:OO A.M. weekdays = OB/300 + 0.6HR +
HD/300 + HM/l43 + RC/l200 + O.32C + HC/50a + R/250 +
FF/1875 + MO/278
Parking demand at 1:00 P.M. weekdays = OB/326 + 0.5HR +
HD/150 + HM/l25 + RC/600 + 0.6e + HC/267 + R/lS7 +
FF/375 + MO/278
Parking demand at 7:00 P.M. weekdays = OB/3000 + l.OHR +
HD/150 + HM/IOO + RC/625 + 2.0C + He/BO + R/75 +
FF/375
Where:
OB = Area of Office Buildings, Banks and Savings & Loans 1n
square feet
HR = Number of Hotel Rooms
HD = Area of Hotel Dinlng Rooms, Restaurants, and Kitchens
in square feet
HM = Area of Hotel Meeting Rooms in square feet
Re = Area of Retail Commercial Use in square feet
C = Number of Racquet Ball Courts
HC = Area of Health Club in square feet
R = Area of Restaurants in square feet (other than Fast Food Outlets)
FF =Area of Fast Food Outlets in square feet
MO = Area of Medical Offices in square feet
However, if the parking requirements for general
office and medical office uses imposed by the City pursuant to
the proposed Zoning Code currently under review by the City
Council require more parking than 1 space per 300 square feet
.
.
for general office and 1 space per 250 square feet for medical
office, the Zoning Code requirements shall be utilized so lo~g
as they do not exceed 1 space per 250 square feet for general
office and 1 space per 200 square feet for medical office.
Once the Zoning Code currently under consideration is adopted
by the City, the basic requirements for parking for general
office use and medical office use shall be established for pur-
poses of this Agreement and shall not be affected by later
changes in the Zoning Code to such parking requirements. If
the proposed Zoning Code is not adopted by the time Property
Owner applies for a building permit to construct the under-
ground parking structure, the parking requirements for general
office use and medical office use shall be 1 space per
300 square feet and 1 space per 250 square feet, respectively.
B. Backqround.
The formulae set forth above were developed utiliZIng
the basic requirements set forth in the following tables and
adjusting those reqUIrements for the mixed-use nature of the
ProJect.
- 2 -
.
.
.
Mixed Use Formulae:
10 A.M. PEAK PERIOD (OFFICE PEAK)
% of
Basic % Arriving Peak Resulting
Use Requirement by Auto Demand Ratio
Office, Banks
and Savings &
Loans 1 space/300 FASF 100% lOO% 1/300
Hotel Rooms 1 space/room 100% 60% 0.6/room
Hotel Dining 1 space/75 FASF 50% 50% l/300
Hotel Meeting
Rooms 1 space/100 FASF 100% 70% l/143
Retail I space/300 FASF 50% 50% 1/1200
Health Club 1 space/aO FASF 80% 20% 1/500
2/court 80% 20% O.32/court
Restaurants I space/75 FASF 60% 50% l/250
Fast Food
Outlets 1 space/75 FASF 20% 20% 1/1875
Medical Office I space/250 FASF 90% lOO% 1/278
- 3 -
~
.
.
1 P.M. PEAK PERIOD (RESTAURANT, RETAIL PEAK)
% of
Basic % Arriving Peak Resulting
Use Requirement by Auto Demand Ratio
Office, Banks
and Savings &
Loans 1 space/300 FASF 100% 92% 1/326
Hotel Rooms 1 space/room 100% 50% 0.5/room
Hotel Dining 1 space/75 FASF 50% lOO% 1/l50
Hotel Meeting
Rooms 1 space/1OO FASF 100% 80% l/125
Retail 1 space/300 FASF 50% 100% 1/600
Health Club 1 space/BO FASF 60% 50% 1/267
2/court 60% 50% 0.6/court
Restaurants I space/75 FASF 40% lOOt 1/187
Fast Food
Outlets I space/75 FASF 20% 100% 1/375
Medical Office 1 space/250 FASF 90% 100% l/278
- 4 -
'C
.
.
7 P.M. PEAK PERIOD (RESTAURANT, HOTEL, HEALTH CLUB PEA-1\. )
% of
Basic % Arriving Peak Resulting
Use Requirement by Auto Demand Ratio
Office, Banks
and Savings &
Loans 1 space/300 FASF lOO% 10% l/3000
Hotel Rooms 1 space/room 100% 100% l/room
Hotel Dining 1 space/75 FASF 50% 100% 1/l50
Hotel Meeting
Rooms 1 space/lOO FASF lOO% lOO% 1/100
Retail 1 space/300 FASF 80% 60% 1/625
Health Club 1 space/BO FASF IOO% 100% l/8D
2/court lOO% 100% 2/court
Restaurants 1 space/75 FASF lOO% 100% 1/75
Fast Food
Outlets 1 space/75 FASF 20% 100% 1/375
Medical Office 1 space/250 FASF 0% 0% 0
- 5 -
.
C. Example.
.
.
One
lowing table.
is based upon
application of the formulae is shown in the fol-
The breakdown of uses in the following example
the square footages reflected.
PARKING DE?-'..AND
USE
Office, Banks
and Savings &
Loans
Hotel Rooms
Hotel Dining
Hotel Meeting
Rooms
Retail
Health Club
- Courts
Health Club
Restaurants
Fast Food
Outlets
Medical Office
AREA
lO A.M.
1 P.M.
1,965
138
133
120
l7
2
142
80
27
l26
2,822
7 P.M.
214
275
133
150
16
B
710
200
27
o
1,733
The required number of spaces under this example would, there-
fore, be 2,822. (Of course, other variations of square footage
for the multiple uses would produce different results.)
058:AGMT022EXC
640,500 FASF
275 rooms
20,000 FASF
lS,OOO FASF
lO,OOO FASF
2,135
l65
67
105
9
4 courts
56,800 FASF
l5,000 FASF
lO,OOO FASF
35,000 FASF
1
ll4
60
6
126
2,788
- 6 -
~
.
.
EXHIBIT D
REQUIREMENTS OF THE GENERAL SERVICES DEPARTMENT
The following improvements are derived from the
n€OiO~8do-p}6ee-Pftase-iii-~renspertation-imp8et-An8iysisn_p~e-
~ered-~y-BKS-Asseeiates-for-Miefiaei-B~enamen-Asseeietes-as-pa~t
of-the Environmental Impact Report for Colorado Place Phase III
prepared by Michael Brandman Associates and additional improve-
ments requested by the City of Santa Monica General Services
Department:
l. Re-stripe the northbound approach on 20th Street
at Wilshire Boulevard to provide two through lanes instead of
one right-turn only lane and one through lane. Upgrade the
traffic signal controller at this intersection to a solid state
controller.
2. Widen Colorado Avenue by 10 feet on the south-
erly side to create two through traffic lanes eastbound and
westbound on Colorado Avenue between 20th Street and C10-
verfield Boulevard and one continuous left-turn lane in the
middle of the street. Construction shall include (a) new curb
and gutter, (b) all new 8-foot wide sidewalks, (c) eight inches
of concrete pavement in the street-widened portion, (d) 20-foot
radius curb returns at the 20th and Cloverfield intersection,
(e) relocation of existing traffic signals and utilities, (f)
handicapped ramps, (g) corner cut-off easements for a four-foot
clearance at the rear of each ramp, and (h) 1f left turns are
prohibited by westbound traffic on Colorado into the east-
ernmost Access Point on Colorado, a median In the continuous
left-turn lane sufficiently long in City's judgment to discour-
age such turns. If such median is required, Property Owner
may, at its own expense and with the prior approval of the
City's Department of General Services, place one or more d1rec-
tional signs on the median to assist traffic. Such Sign or
signs shall be subject to approval by the City'S Department of
General Services as to the number, location and design and
shall comply with all applicable City ordinances. Construction
will also include reconstruction of a portion of the eastbound
fast lane with II inches of A.C. pavement and A.C. overlay of
the street by heat-remix method to the center line, reconstruc-
tion of existing storm drain laterals and re-striping of the
street. Property Owner shall grant any easement WhlCh may be
necessary relating to the widened street and the sidewalk.
3. Establish an additional right-turn lane at the
eastbound approach to the Colorado Avenue and Cloverfield
intersection. This lane shall be at least 200 feet in length
measured from the point where the 20 foot radius curb return
~
~
.
.
begins on Colorado to the point where such right-turn lane
begins and will be added to the lane referred to in Item No.2.
Property Owner shall grant any necessary easement for this
additional lane and the related a-foot wide sidewalk.
4. Create three full lanes for southbound traffic
on Cloverfield Boulevard between Colorado Avenue and Olympic
Boulevard by widening Cloverfield Boulevard 9-l/2 feet on the
westerly side. Construction is to include (a) all new a-foot
wide sidewalks, curb and gutter, (b) an a-inch thick P.C.C.
widened section and slurry seal of Cloverfield Boulevard for
the remaining width, (c) construction of a 20-foot radius at
Cloverfield and Olympic with new handicapped ramp, and (d)
relocating existing traffic signals and utilities at the inter-
sections. If Property Owner desires to place a drop-off zone
for the hotel on Cloverfield, Property Owner shall (i) widen
Cloverfield to the extent necessary to provide an additlonal 2
feet for one-half of the width of a median to be placed in the
center of Cloverfield for the length necessary to restrain,
among other things, left-turns into the drop-off zone, (ii) pay
one-half of the cost of constructing such median, and (iii)
construct such drop-off zone utilizing a-inch thick F.C.C. Any
such drop-off zone shall taper to and from a wldth of l2 feet.
If such median is required, Property Owner may, at its own
expense and with the prior approval of the City's Department of
General Services, place one or more directional signs on the
median to assist traffic. Such s1gn or signs shall be subject
to approval by the City's Department of General Services as to
the number, location and design and shall comply with all
applicable City ordinonces. Property Owner shall grant any
necessary easements relating to the widened street, any drop-
off zone, and the sidewalk. If requested by the City at any
time prior to ten (lO) years after the execution of this Agree-
ment, Property Owner shall construct a bus shelter on the Real
Property at the intersection of Olympic Boulevard and Clo-
verfield Boulevard, and another bus shelter at a site to be
designated by Property Owner, subject to the approval of the
City's Department of General Services, on 20th Street between
Olympic Boulevard and Colorado Avenue. Bus shelter design
shall be subject to the approval of the Architectural Review
Board.
5. Participate in modernizing the trafflc signal
standards, conduits, signal heads and controllers for the
intersections of C10verfield with Colorado and Olympic. Prop-
erty Owner shall be responsible for only one half of the cost.
6. On Olympic Boulevard, construct a conventional
curb and an eighteen-inch wide P.C.C. gutter from the intersec-
tion of Cloverfield and Olympic to a point 210 feet westerly
- 2 -
4
c
.
.
from such intersection and a conventional curb and 3D-inch wide
P.C.C. gutter from a point 210 feet westerly of the intersec-
tion of Olympic and Cloverfield to a point in the easterly
boundary of the railroad right-of-way described in Parcel 6
where it intersects Olympic. Provide a sidewalk easement at
the bus stop area to allow for a lO-foot parkway and sidewalk
area from the curb face. Construct a new sidewalk at the rail-
road on Olympic crossing over Parcel 6.
7. Widen 20th Street as required to create a
right-hand turn lane onto eastbound Colorado Avenue. Such lane
shall be at least 200 feet in length measured from the point
where it begins to the point where the curb return begins at
the intersection of 20th Street and Colorado Avenue. Widened
street to be in 8 inches of P.C. concrete. All eXisting side-
walks on 20th Street from Colorado to the southern boundary of
Parcel 6 to be replaced with new 8-foot sidewalks and the
street re-surfaced to the center line with one and one-half
inch A.C. Property Owner shall grant any necessary easement
relating to the widened street and new sidewalk. Participate
in modernizing the traffic signal standards, conduit, signal
heads and controller for the intersection of 20th Street and
Colorado Avenue. Property Owner shall be responsible for
one-quarter of the cost for such modernizations.
8. Provide new street sections (a-inch P.C.C.> for
right-turn pockets (150 feet in length) at each major driveway
to the Project with all necessary sidewalk easements.
9. Furnish a hydrology study for the site and adja-
cent streets in accordance with Department guidelines. Any
work to be performed as a result of this study will be limited
to that directly related to impacts of the Project on drainage
in the area.
lO. Civil engineering plans shall be prepared to
City standards for all off-site improvements and submitted to
the Office of the City Engineer for reVIew and approval.
11. Design and construct high pressure sodium street
lighting on the south side of Colorado Avenue from 20th to Clo-
verfield, on the west side of Cloverfield from Colorado to
Olympic, and on the north side of Olympic from Cloverfield to
the east side of the railroad right-of-way described in parcel
6, and on the easterly side of 20th Street from the northerly
boundary of Parcel 6 to the intersection of 20th Street and
Colorado. Lighting design to be consistent with Colorado Place
Phase I and Phase II under Agreement for Street Lighting
Installation and Maintenance between Colorado Place Limlted and
the City of Santa Monica dated May 3l, 1983.
- 3 -
.
~
-
.
.
12. Furnish and install street trees on (a) 20th
Street from the northerly boundary of the railroad right-of-way
described in Parcel 6 to Colorado, (b) Colorado from 20th
Street to Cloverfield, (c) Cloverfield from Colorado to Olym-
pic, and (d) Olympic from Cloverfield to the easterly boundary
of the railroad right-of-way described in Parcel 6. Type,
spacing and planting specifications will be part of the project
landscaping plans to be approved by the Architectural Review
Board and subject to the satisfaction of the Director of Recre-
ation and Parks.
13. Shoring plans, where shoring may be required,
will be submitted to the engineering division for reView and
approval. The fee for tiebacks in the public right-of-way will
be $150 per tieback or soldier beam encroaching in the street
right-of-way.
14. In lieu of the water connection fees for both
domestic and fire protection services, Property Owner will
install a 14 inch water line from 19th Street to Cloverf1eld on
Olympic and a l2 inch water llne on 20th Street between
Colorado and Olympic. These water lines will provide the
required fire service for the Project. Installation will
include fire hydrants as required by the Fire Department, a 12
x 12 tee on Colorado at 20th Street and a l4 x l2 cross on Clo-
verfield at Olympic with a tie-in of the existing lines on
Olympic to the new lines. Work to be done in accordance with
Santa Manica standards. Because the new water lines to be
installed pursuant to this paragraph will benefit properties
other than the Real Property, the City w1ll reimburse Property
Owner for a pro rata portion of the cost of such installation,
which reimbursement shall not be requlred untll City collects
appropriate fees from subsequent developments on real property
benefitting from such installation.
15. Install a sewage regulating tank, if reasonably
deemed necessary by the General Services Department based upon
available sewage capacity and other improvements, of sufficient
size for the Project.
The General Services Department and Property Owner
may agree upon substitute improvements for any of the forego1ng
which are designed to improve traffic, utility or drainage con-
ditions related to the Project so long as the total cost of
such substitute improvements does not exceed the total esti-
mated cost of the deleted requirements, computed on the date
upon which a contract is entered into for the substitute
improvements.
- 4 -
ltI'
....
.
.
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this day of , in the year 1987, before
me, the undersigned Notary Public in and for said County and
State, personally appeared and respec-
tively of the City of Santa Monica and known to me to be the
persons who executed the within instrument on behalf of said
political subdivision, and acknowledged to me that such politl-
cal subdivision executed the same.
Notary Public in and for said
County and State
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this day of , in the year 1987, before
me, the undersigned Notary Public in and for said County and
State, personally appeared , known to me, or
proved to me on the basis of satisfactory evidence, to be the
of SoPac Properties, Inc., the corporation that exe-
cuted the within instrument, and acknowledged to me that such
corporation executed the same pursuant to lts by-laws or a res-
olution of its Board of Directors.
Notary Public in and for sald
County and State
OSB:AGMT022EXD