SR-022608-7A~_
~;,Yp, City Council Report
Santa Monica
City Council Meeting: February 26, 2008
Agenda Item:
To: Mayor and City Council
From: Marsha Jones Moutrie, City Attorney
Subject: ORDINANCES APPROVING THE DEVELOPMENT AGREEMENT
AMENDMENT BETWEEN THE CITY AND MAGUIRE PROPERTIES -
3030 OLYMPIC, LLC, A DELAWARE LIMITED LIABILITY COMPANY
FOR LANTANA'S EAST AND THE. DEVELOPMENT AGREEMENT
AMENDMENT BETWEEN THE CITY AND MAGUIRE PROPERTIES -
3301 EXPOSITION, LLC, A DELAWARE LIMITED LIABILITY COMPANY
FOR LANTANA SOUTH, TO ALLOW A FUNDING ALTERNATIVE TO
CONSTRUCTING FACITIES AT EDISON SCHOOL CAMPUS FOR
JOINT USE PUBLIC IMPROVEMENTS.
Recommended Action
Staff recommends that the City Council adopt the attached ordinances.
Executive Summary
At its meeting on February 12, 2008, the City Council introduced for first reading an
ordinance approving the Development Agreement amendment between the City and
Maguire Properties - 3030 Olympic, LLC, a Delaware Limited Liability Company for
Lantana East; -and it also introduced for first reading an ordinance approving the
Development Agreement amendment between the City and Maguire Properties - 3301
Exposition, LLC, a Delaware Limited Liability Company for Lantana South, to allow a
funding alternative to construction facilities at Edison School campus for joint use public
improvements. The ordinances are now presented to the City Council for adoption.
Prepared by: Marsha Jones Moutrie, City Attorney
Approved: Forwarded to Council:
P
Manager
EXHIBIT 1
RECORDING REQUESTED BY:
CITY OF SANTA MONICA
WHEN RECORDED MAIL TO:
City of Santa Monica
City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: Senior Land Use Attorney
Space Above Line For
Recorders Use
No Recording Fee Required
Government Code Section 27383
AMENDMENT NUMBER ONE
TO DEVELOPMENT AGREEMENT
THIS AMENDMENT NUMBER ONE TO DEVELOPMENT AGREEMENT
("First Amendment") is entered into as of this day of , 2008
("Effective Date"), by and between THE CITY OF SANTA MONICA, a municipal
corporation organized and existing pursuant to the laws of the State of California and the
Charter of the City of Santa Monica ("City") and MAGUIRE PROPERTIES - 3030
OLYMPIC, LLC, a Delaware limited liability company ("Maguire") with reference to the
following facts:
A. Maguire is the owner of that certain real property ("Property") located in the
City of Santa Monica, California, which is more particularly described in Exhibit "A" to
this First Amendment. Exhibit A is hereby incorporated by reference herein.
B. The City and the prior owner of the Property entered into a Development
Agreement dated as of October 28, 2004 pursuant to California Government Code
Sections 65864 et seq. and Santa Monica Municipal Code Chapter 9.48. The Original
Development Agreement was recorded on November 19, 2004 in the Official Records of
the Los Angeles County Recorder's Office as Instrument 04 2926418.
C. The Original Development Agreement authorized the construction of a three-
story, 64,105 square foot entertainment production/post-production studio building with a
two-level subterranean parking structure providing parking for the existing building and
200 spaces for the proposed building.
D. The Original Development Agreement requires the Developer to construct
specified improvements on the Edison Elementary School campus in the City for the
City's Playground Partnership Program. However, the school district is preparing plans
to completely reconfigure the campus rendering construction of the playground facilities
infeasible.
E. The purpose of this First Amendment is to allow the developer to pay funds to
the City to be used by the City to assist in the development and operation of joint use
public improvements at the Edison School in Santa Monica instead of constructing
outdoor playground improvements at the school as is currently required by the Original
Development Agreement.
F. The City's Planning Commission held a duly noticed public hearing on
January 16, 2008 with respect to this First Amendment and recommended that the City
Council adopt the proposed amendment.
G. On February 12, 2008, the City Council held a duly noticed public hearing on
this First Amendment. Following completion of the hearing, the"City Council adopted
Ordinance No. (CCS) approving thisFirst Amendment and authorizing its execution
by the City Manager.
H. In taking this action, the City Council has (a) specifically considered and
approved the impacts and benefits of the requested First Amendment and has concluded
that this First Amendment is consistent with the public health, safety, and welfare of the
residents of the City and the surrounding region and promotes the goals, objectives, and
policies of the General Plan, (b) determined that the City has complied with all
procedures required by the Development Agreement Statutes with respect to this First
Amendment, and (c) duly authorized the City to enter into this First Amendment.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
conditions hereinafter set forth, the City and Maguire hereby agree as follows:
1. Section 2.5.5 of the Original Development Agreement is hereby amended to
read as follows:
2.5:5 Development Milestones. On or before the applicable milestone dates set
forth below (the "Milestone Dates"), Developer shall achieve the milestones set forth
below (the "Milestones"). If Developer fails to achieve any Milestone on or before the
applicable Milestone Date (as such date may be extended pursuant to Section 15.8
below), this Agreement shall terminate without any further action of the parties. Upon
such termination, Developer's vested rights under this Agreement to develop the Project
shall expire, except as provided in Section 11.6 below.
Milestone Date Milestone
March 31, 2005 Developer shall obtain a building permit for the Project or
commence construction of the sidewalk improvements more
particularly described in Exhibit "G" attached hereto. Except as
provided in Sections 4.4 and 15.8 below, if a building permit is
obtained by the milestone date, Developer shall complete
construction of the sidewalks prior to issuance of a certificate of
occupancy for the Project.
Prior to the issuance of a Certificate of Occupancy for the Project (C
of O), the Developer shall pay $356,200.00 to the City for the
development of Joint Use improvements and programming between
the City of Santa Monica and the Santa Monica-Malibu Unified
School District (SMMUSD), more particularly described in Exhibit
"G" attached hereto.
June 30, 2006 Developer shall obtain a building permit for the Project or pay the
arts fees more particularly described in Exhibit "G" attached hereto.
December 31, Developer shall obtain a certificate of occupancy for the Project.
2009
2. Exhibit G of the Original Development Agreement is hereby amended to read
as follows:
EXHIBIT "G"
PUBLIC BENEFITS
1. New Sidewalks. Developer shall construct new sidewalks along the streets shown
on Exhibit "N" attached hereto, a portion of which are located within the City of Los
Angeles. If Developer is not permitted by the City of Los Angeles to construct such
sidewalks despite Developer's good faith efforts to obtain approval by the City of Los
Angeles, Developer shall construct an equivalent amount of square footage of the new
sidewalks along Olympic Boulevard in the alternate location shown on Exhibit "N" or in
the general Project vicinity in the City of Santa Monica in a location to be determined by
the City. Developer shall be responsible for construction of the sidewalks, removing
construction related materials, backfilling and restoring the adjacent grade and
landscaping that is disturbed by the construction of the sidewalks. For that portion of the
sidewalk located in the City of Santa Monica, the City shall be responsible for all
utilities, and street trees, including the relocation or preservation of existing specimen
trees. Such sidewalks shall be designed and constructed in accordance with applicable
laws, policies and regulations of the City of Santa Monica, or City of Los Angeles then in
effect for the pertinent jurisdiction and the specifications included in Exhibit "N." Except
as provided in Sections 4.4 and 15.8 above, Developer shall commence construction of
the sidewalks as set forth in Section2.5.5 above, shall prosecute such construction with
reasonable diligence and shall complete construction prior to issuance of a certificate of
occupancy for the Project. Developer shall be released from this obligation if the
developer of Lantana East constructs such improvements.
2. Childcare Contribution. Following completion of the Project, Developer shall
make a childcare contribution to the City in the amount of $133,350. Said contribution
shall be payable in five equal installments of $26,670.00, with the first installment due
and payable on the first anniversary of the issuance of the certificate of occupancy for the
Project-and the four subsequenfinstallments on the second, third, fourth and fifth
anniversaries, respectively. The City shall deposit such contributions into a separate trust
fund to be used exclusively to provide for childcare in the City. When awarding childcare
grants or subsidies, first priority should be given to low-income households with
consideration given to family size, income and need. Subject to the foregoing, preference
should be given to Pico Neighborhood residents.
3. Arts Fee. On or before issuance of a final certificate of occupancy for the Project,
Developer shall pay an arts fee of $60,000 to the City to be deposited into a separate fund
for the arts. $25,000 of the arts contribution should support one-time capital or event
costs that enhance Virginia Avenue Park programs, including one-time costs associated
with the park-based Youth Center (multimedia area) in the event that grant funds are not
available or are insufficient for full build-out in this azea of the facility.
4. Edison School Joint Use Imnrovements. Prior to the issuance of a Certificate of
Occupancy for the project, the Developer shall pay a fee of $356,200.00 to the City to be
deposited into a sepazate fund to be used for Joint Use improvements and programming
for these improvements by the City of Santa Monica and The Santa Monica-Malibu
Unified School District (SMMUSD) at the Edison School campus (the Edison School
Joint Use Improvements). These funds shall be used either for capital or operating costs
for the Joint Use Improvements at the school. The specific Edison School Joint Use
Improvements shall be subsequently determined by the City and SMMUSD. Developer
shall be released from the obligation to pay the fee of $356,200.00 to the extent that the
developer of Lantana South has satisfied this requirement.
In addition to the above obligation, developer shall pay the City an annual operating
subsidy for the Edison School Joint Use Improvements of $35,600.00 per year for five (5)
years. The first payment shall be due prior to the issuance of a Certificate of Occupancy
for Lantana East (C of O) whether or not the Joint Use Improvements have been
constructed and the next four payments shall be due on the first, second, third, and fourth
anniversazies of the issuance of the C of O, respectively. Developer shall be released
from the obligation to make an annual operating subsidy payment to the extent that the
developer of Lantana South has made such a payment.
5. Community. To the extent that Developer determines that there is
conference room space available in the Project, or another building in the immediate
vicinity of the Project owned or controlled by Developer, Developer shall make such
space available at no cost for use by community organizations from time to time.
Developer shall have the right to impose reasonable conditions on the use of such space,
including but not limited to requiring reasonable advance notice, limiting occupancy
and/or duration of use, and keeping the space clean. Notwithstanding anything to the
contrary contained herein, Developer shall not be deemed to be in default hereunder if
Developer fails to provide such space.
6. Job Fair. Developer shall organize an annual symposium/job fair designed to
increase job opportunities in the entertainment industry for at-risk youths and young
adults in the vicinity of the Project site. Developer shall solicit and consider in good faith
reasonable suggestions from interested community groups in connection with the
symposium/job fair. The symposium/job fair shall include at a minimum, (a) members of
the entertainment industry participating in seminars and/or roundtable discussions to
provide information on career opportunities in the entertainment industry, and advice
regarding how to best pursue these opportunities, (b) entertainment businesses that aze
interested in mentoring and providing internship programs for at-risk youths who live in
the vicinity of the project site, and (c) a jobs fair to match at risk youth and young adults
in the neighborhood to job opportunities in the entertainment industry. The first
symposium/job fair shall be held on the first anniversary of the issuance of a certificate of
occupancy for the Project and each subsequent anniversary of such issuance thereafter
through December 31, 2009. Developer may provide a single symposium/job fair per
year to satisfy the requirements for both Lantana East and Lantana South.
7. First Source Hiring Policy. Developer shall implement a first source hiring policy
("First Source Hiring Policy") for the Project consistent with the following guidelines:
A. Purpose. The purpose ofthe First Source Hiring Policy is to facilitate the
employment by Developer and its contractors at the Project oflow-income job
applicants who reside in the proximity of the Project ("Targeted Job Applicants").
B. Targeted Jobs Applicants. Targeted Jobs Applicants shall exclusively be low-
income individuals ("Low-Income Individuals"). ALow-Income Individual shall
mean an individual whose. household income is no greater than 80% of the median
income for the Los Angeles Metropolitan Statistical Area. Job referrals under the
First Source Hiring Policy shall be made in the order of priority set forth below.
First Priority: Low-Income Individuals living within one mile of the
Project.
Second Priority: Low-Income Individuals living in census tracts
throughout the City for which household income is no greater than 80% of
the median household. income for the Los Angeles Metropolitan Statistical
Area.
Developer shall consult with trade unions with apprenticeship and cooperative
programs to facilitate the hiring and training of apprentices from the local
neighborhood.
C. Covera¢e. The First Source Hiring Policy shall apply to hiring for all on-site jobs
("On-Site Jobs") by the Developer and its contractors ("Contractors"). On-Site Jobs
shall mean all jobs provided by a Contractor for which at least fifty percent of the
work hours occur at the Project, and that arises out of either an employment
relationship or an independent contractor relationship. A Contractor shall mean a
prime contractor, a subcontractor, or any other business entering into a contract
("Contract") with the Developer or another Contractor. Contractor shall not include
any tenant of the Project other than Developer. A Contract shall mean a contract or
other agreement that is related to the use, maintenance, or operation of the Project and
that will result in On-Site Jobs, directly or indirectly, either under the contract or
agreement itself or through one or more subcontracts.
D. First-Source Referral System. The First Source Hiring Policy shall be
implemented by way of a first source referral system ("First Source Referral
System"). The First Source Referral System for the Project may be the same system
established for Lantana East. The Developer and City shall engage a mutually agreed
upon entity, or individual to at Developer's expense administer and operate the First
Source Referral System effectively and efficiently.
E. First Source Referral System Responsibilities. The following functions related to
the First Source Hiring Policy shall be performed by the First Source Referral
System:
i) receive Developer or Contractor notification of job openings,
promptly initiate recruitment and pre-screening activities, and
provide an estimate to employers of the number of qualified
applicants it is likely to refer;
ii) coordinate with various job-training centers to facilitate access to a
pool of qualified applicants from which to draw referrals;
iii) screen and refer Targeted Job Applicants according to
qualifications and specific selection criteria submitted by
employers;
iv) maintain contact with Developer and Contractors with respect to
their hiring decisions regarding applicants referred by the First
Source Referral System;
v) assist Developer and Contractor with reporting responsibilities by
supplying reporting forms and by other reasonable means;
vi) assist the City in monitoring compliance with the First Source
Hiring Policy;
vii) submit annual aggregate reports for the Developer and .Contractors
on the Project site to the- City detailing the employment of
Targeted Job Applicants in the Development and the effectiveness
of the First Source Hiring Policy;
viii) work collaboratively with the Developer, job training centers,
Targeted Job Applicants, and governmental entities to administer
the First Source Referral System effectively and efficiently.
F. Developer's Liaison. The Developer shall designate a liaison ("Developer's
Liaison") for issues related to the First Source Hiring Policy. The Developer's
Liaison shall work with the First Source Referral System and City officials, as
appropriate, to ensure effective implementation of the First Source Hiring Policy.
G. Planning. The Developer and the City shall make reasonable efforts to ensure that
not later than three (3) months prior to the commencement of construction of the
Project, the Developer's Liaison meet with the City and any other appropriate
individuals or organizations to design, plan and implement the First Source Referral
System in accordance with these guidelines.
H. Term. Developer shall implement the First Source Hiring Policy through
December 31, 2009.
3. Exhibit K of the Original Development Agreement is deleted in its entirety.
4. Except as amended by this First Amendment, the Original Development
Agreement shall remain in full force and effect in accordance with its terms and
conditions.
5. The parties hereto shall cause this First Amendment to be recorded in the
Official Records of the Los Angeles County Recorder's Office. The cost, if any, of
recording this First Amendment shall be borne by Maguire.
6. This First Amendment represents the entire agreement of the parties. This
First Amendment integrates all of the terms and conditions mentioned herein or
incidental thereto, and supersedes all negotiations or previous agreements between the
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parties or their predecessors in interest with respect to all or any part of the subject matter
hereof.
IN WITNESS WHEREOF; the parties hereto have duly executed this agreement
as of the date and year first written above.
By:
ATTEST:
Maria Stewart
City Clerk
APPROVED AS TO FORM:
Marsha Jones Moutrie
City Attorney
CITY OF SANTA MONICA,
a municipal corporation.
Lamont Euwell
City Manager
MAGUIRE PROPERTIES-3030 OLYMPIC, LLC
a Delaware limited liability company
By:
Mazk T. Lammas
Secretary
EXHIBIT A
EXHIBIT "A'
LEGAL DESCRIPTION
PARCELS 1, 2, 3 AND 4 OF PARCEL MAP NO. 60785, IN THE CITY OF
SANTA N1ONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
RECORDED MAY 9; 2007 AND FILED IN BOOK 348, PAGES 17-24 OF
PARCEL MAPS, IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY.
Also known as 3030 Olympic Boulevard
EXHIBIT 1
a
RECORDING REQUESTED BY
CITY OF SANTA MONICA
WHEN RECORDED MAIL TO
City of Santa Monica
City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: Senior Land Use Atton
No Recording Fee Required
Government Code Section 27383
AMENDMENT NUMBER ONE
TO DEVELOPMENT AGREEMENT
For Recorders Use
THIS AMENDMENT NUMBER ONE TO DEVELOPMENT AGREEMENT
("First Amendment") is entered into as of this _ day of , 2008
("Effective Date"), by and between THE CITY OF SANTA MONICA, a municipal
corporation organized and existing pursuant to the laws of the State of California and the
Charter of the City of Santa Monica ("City") and MAGUIRE PROPERTIES - 3301
EXPOSITION, LLC, a Delaware limited liability company ("Maguire") with reference to
the following facts:
A. Maguire is the owner of that certain real property ("Property") located in the
City of Santa Monica, California, which is more particularly described in Exhibit "A" to
this First Amendment. Exhibit A is hereby incorporated by reference herein.
B. The City and the prior owner of the Property entered into a Development
Agreement dated as of October 28, 2004 pursuant to California Government Code
Sections 65864 et seq. and Santa Monica Municipal Code Chapter 9.48. The Original
Development Agreement was recorded on November 19, 2004 in the Official Records of
the Los Angeles County Recorder's Office as Instrument 04 3013337.
C. The Original Development Agreement authorized the construction of a three-
story, 130,000 square foot entertainment production/post-production studio building with
a two-level subterranean pazking structure providing pazking for the existing building and
364 spaces for the proposed building.
D. The Original Development Agreement requires the Developer to construct
specified improvements on the Edison Elementary School campus in the City for the
City's Playground Partnership Program. The agreement also requires.that the developer
provide an annual operating subsidy for this facility of $35,600 per yeaz for five (5)
years. However, the school district is preparing plans to completely reconfigure the
campus rendering construction of the playground facilities infeasible.
E. The purpose of this First Amendment is to allow the developer to pay funds to
the City to be used by the City to assist in the development and operation of joint use
public improvements at the Edison School in Santa Monica instead of constructing
outdoor playground improvements at the school as is currently required by the Original
Development Agreement.
F. The City's Planning Commission held a duly noticed public hearing on
January 16, 2008 with respect to this First Amendment and recommended that the City
Council adopt the proposed amendment.
G. On February 12, 2008, the City Council held a duly noticed public hearing on
this First Amendment. Following completion of the hearing, the City Council adopted
Ordinance No. (CCS) approving this First Amendment and authorizing its execution
by the City Manager.
H. In taking this action, the City Council has (a) specifically considered and
approved the impacts and benefits of the requested First Amendment and has concluded
that this First Amendment is consistent with the public health, safety, and welfare of the
residents of the City and the surrounding region and promotes the goals, objectives, and
policies of the General Plan, (b) determined that the City has complied with all
procedures required by the Development Agreement Statutes with respect to this First
Amendment, and (c) duly authorized the City to enter into this First Amendment.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
conditions hereinafter set forth, the City and Maguire hereby agree as follows:
1. Section 2.5.5 of the Original Development Agreement is hereby amended to
read as follows:
2.5:5 Development Milestones. On or before the applicable milestone dates set
forth below (the "Milestone Dates"), Developer shall achieve the milestones set forth
below (the "Milestones"). If Developer fails to achieve any Milestone on or before the
applicable Milestone Date (as such date may be extended pursuant to Section 15.8
below), this Agreement shall terminate without any further action of the parties. Upon
such termination, Developer's vested rights under this Agreement to develop the Project
shall expire, except as provided in Section 11.6 below.
For Lantana South
Milestone Date Milestone
March 31, 2005 Developer shall obtain a building permit for the Project or
commence construction of the sidewalk improvements more
particularly described in Exhibit "G" attached hereto. Except as ',
provided in Sections 4.4 and 15.8 below, if a building permit is
obtained by the milestone date, Developer shall complete
construction of the sidewalks prior to issuance of a certificate of
occupancy for the Project.
September 30, Developer shall obtain a building permit for the Project or
2005 commence construction of the improvements to Stewart Park more
particularly described in Exhibit "G" attached hereto. Except as
provided in Sections 4.4 and 15.8 below, if a building permit is
obtained by the milestone date, Developer shall complete
construction of the Stewart Park improvements prior to issuance of
a certificate of occupancy for the Project.
Prior to the issuance of a Certificate of Occupancy for the. Project (C
of O), the Developer shall pay $356,200.00 to the City for the
development of Joint Use Improvements and programming between
the City of Santa Monica and the Santa Monica-Malibu Unified
School District (SMMUSD), more particularly described in Exhibit
"G" attached hereto.
June 30, 2007 Developer shall obtain a building permit for the Project or pay the
arts fees more particulazly described in Exhibit "G" attached hereto.
December 31, Developer shall obtain a certificate of occupancy for the Project.
2009
2. Exhibit G of the Original Development Agreement is hereby amended to read
as follows:
EXHIBIT "G"
PUBLIC BENEFITS
1. New Sidewalks. Developer shall construct new sidewalks along the streets shown
on Exhibit "L" attached hereto, a portion of which are located within the City of Los
Angeles. If Developer is not permitted by the City of Los Angeles to construct such
sidewalks despite Developer's good faith efforts to obtain approval by the City of Los
Angeles, Developer shall construct an equivalent amount of square footage of the new
sidewalks along Olympic Boulevazd in the alternate location shown on Exhibit "L" or in
the general Project vicinity in the City of Santa Monica in a location to be determined by
the City. Developer shall be responsible for construction of the sidewalks, removing
construction related materials, backfilling and restoring the adjacent grade and
landscaping that is disturbed by the construction of the sidewalks. For that portion of the
sidewalk located in the City of Santa Monica, the City shall be responsible for all
utilities, and street trees, including the relocation or preservation of existing specimen
trees. Such sidewalks shall be designed and constructed in accordance with applicable
laws, policies and regulations of the City of Santa Monica, or City of Los Angeles then in
effect for the pertinent jurisdiction and the specifications included in Exhibit "L." Except
as provided in Sections 4.4 and 15.8 above, Developer shall commence construction of
the sidewalks as set forth in Section 2.5.5 above, shall prosecute such construction with
reasonable diligence and shall complete construction prior to issuance of a certificate of
occupancy for the Project. Developer shall be released from this obligation if the
developer of Lantana East constructs such improvements.
2. Stewart Park Improvements. Developer shall construct the new public restroom
building at Stewart Park more particularly described in Exhibit "M" and in compliance
with the Design and Construction Provisions of Exhibit "P," attached hereto. Developer
shall be responsible for any demolition, site preparation and construction, including
connecting the improvements to existing utilities or systems (e.g. electrical and
plumbing). Developer shall be responsible for stubbing out the utilities or systems to the
work. Developer shall repair or replace any landscaping or improvements damaged by
Developer in connection with the work. Without limiting the foregoing, Developer shall
not be responsible for the repair or upgrade of existing systems, utilities, landscaping or
other improvements that are not required for construction of the restroom facility. If the
City requests such upgrade or repair, Developer may in its discretion perform such
upgrade or repair at the City's expense pursuant to a written change order. Developer
shall not be responsible for conditions which are not reasonably foreseeable based on a
visual inspection of the work site, including subsurface conditions or conditions within
enclosed walls, beneath floors or above ceilings, if the City has knowledge of these
conditions and fails to disclose them prior to issuance of the building permits for this
public benefit work. Prior to issuance of the building permits for the public benefits
work, the City shall use its best efforts to provide Developer with any documents in its
control or possession which reveal such conditions. Except as provided in Sections 4.4
and 15.8 above, and shall complete construction prior to issuance of a certificate of
occupancy for the Project. Developer shall commence construction of such
improvements as set forth in Section 2.5.5 above, shall prosecute such construction with
reasonable diligence. Prior to commencing construction, Developer and the City shall
enter into a mutually agreeable design build agreement regarding such improvements
which shall contain the material terms and conditions set forth on Exhibit "P" attached
hereto, and such other terms and conditions as are reasonable and customary for similar
public restroom buildings that have been constructed recently in the City of Santa Monica
(the "DesignBuild Agreement").
Prior to commencing any work on the Stewart Park restroom improvements (the
"Work"), Developer shall submit detailed construction plans and specifications ("Plans")
for the City's review and approval for compliance with this Development Agreement and
compliance with Technical Codes and issuance of required Technical City Permits
(building permits), which shall not be unreasonably withheld, conditioned or delayed.
The plans and specifications shall include the materials, colors, finishes, fixtures, lighting
and quality of workmanship and materials used in similar public restrooms recently
constructed in Douglas Park: All Work will be performed in accordance with the
approved plans and pertinent Technical Codes, subject to change orders approved by the
Gity; which approval shall not be unreasonably withheld, conditioned or delayed. In
addition to the inspections required pursuant to the Technical City Permits, the City may
inspect the Work upon reasonable advance notice to ensure that the work is being
performed in accordance with the approved Plans and this Development Agreement.
Prior to commencement of the Work, Developer and the City shall establish a reasonable
construction schedule for the Work. Developer shall perform and complete the work in
accordance with such construction schedule subject to customary events of force majure
and delays caused by the City. The City shall act reasonably and promptly to avoid
delaying the Work.
3. Edison School Joint Use Improvements. Prior to the issuance of a_Certificate of
Occupancy for the project, the Developer shall pay a fee of $356,200.00 to the City to be
deposited into a separate fund to be used for Joint Use Improvements and programming
for these improvements by the City of Santa Monica and The Santa Monica-Malibu
Unified School District (SMMUSD) at the Edison School campus (the Edison School
Joint Use Improvements). These funds shall be used either for capital or operating costs
for the Joint Use Improvements at the school. The specific Edison School Joint Use
Improvements shall be subsequently determined by the City and SMMUSD. Developer
shall be released from the obligation to pay the fee of $356,200.00 to the extent that the
developer of Lantana East has satisfied this requirement:
In addition to the above obligation, developer shall pay the City an annual operating
subsidy for the Edison School Joint Use. Improvements of $35,600.00 per year for five (5)
years. The first payment shall be due prior to the issuance of a Certificate of Occupancy
for Lantana South (C of O) whether or not the Joint Use Improvements have been
constructed and the next four payments shall be due on the first, second, third and fourth
anniversaries of the issuance of the C of O, respectively. Developer shall be released
from the obligation to make an annual operating subsidy payment to the extent that the
developer of Lantana East has made such a payment.
4. Childcare Contribution. Following completion of the Project, Developer shall
make a childcare contribution to the City in the amount of $266,650. Said contribution
shall be payable in five equal installments of $53,330.00, with the first installment due
and payable on the first anniversary of the issuance of the certificate of occupancy for the
Project and the four subsequent installments on the second, third, fourth and fifth
anniversaries, respectively. The City shall deposit such contributions into a separate trust
fund to be used exclusively to provide for childcare in the City. When awarding childcare
grants or subsidies, first priority should be given to low-income households with
consideration given to family size, income and need. Subject to the foregoing, preference
should be given to Pico Neighborhood residents.
5. Arts Fee. On or before issuance of a final certificate of occupancy for the Project,
Developer shall pay an arts fee of $90,000 to the City to be deposited into a separate fund
for the arts. $25,000 of the arts contribution should support one-time capital or event
costs that enhance Virginia Avenue Park programs, including one-time costs associated
with the park-based Youth Center (multimedia area) in the event that grant funds are not
available or are insufficient for full. build-out in this area of the facility.
6. Neighborhood Traffic Protection Program. On or before issuance of the
certificate of occupancy for the Project (except as provided in Sections 4.4 and 18.8
above), Developer shall complete installation of the Neighborhood Traffic Protection
Plan improvements more particularly described on Exhibit "O," attached hereto. Priorto
commencement of construction, Developer and the City shall enter into a DesignBuild
Agreement regarding such improvements. The Developer's contractor shall construct
these improvements pursuant to a City Street Permit which the contractor shall obtain
from the Environmental Public Works Management Department
7. Community Room. To the extent that Developer determines that there is
conference room space available in the Project, or another building in the immediate
vicinity of the Project owned or controlled by Developer, Developer shall make such
space available at no cost for use by community organizations from time to time.
Developer shall have the right to impose reasonable conditions on the use of such space,
including but not limited to requiring reasonable advance notice, limiting occupancy
and/or duration of use, and keeping the space clean. Notwithstanding anything to the
contrary contained herein, Developer shall not be deemed to be in default hereunder if
Developer fails to provide such space.
8. Job Fair. Developer shall organize an annual symposium/job fair designed to
increase job opportunities in the entertainment industry for at-risk youths and young
adults in the vicinity of the Project site. Developer shall solicit and consider in good faith
reasonable suggestions from interested community groups in connection with the
symposium/job fair. The symposium/job fair shall include at a minimum, (a) members of
the entertainment industry participating in seminars and/or roundtable discussions to
provide information on career opportunities in the entertainment industry, and advice
regarding how to best pursue these opportunities, (b) entertainment businesses that are
interested in mentoring and providing internship programs for at-risk youths who live in
the vicinity of the project site, and (c) a jobs fair to match at risk youth and young adults
in the neighborhood to job opportunities in the entertainment industry. The first
symposium/job fair shall be held on the first anniversary of the issuance of a certificate of
occupancy for the Project and each subsequent anniversary of such issuance thereafter
throughbecember 31, 2009. Developer may provide a single symposium/job fair per
year to satisfy the requirements for both Lantana East and Lantana South.
9. First Source Hiring Policy. Developer shall implement a first source hiring policy
("First Source Hiring Policy") for the Project consistent with the following guidelines:
A. Pur ose. The purpose of the First Source Hiring Policy is to facilitate the
employment by Developer and its contractors at the Project oflow-income job
applicants who reside in the proximity of the Project ("Targeted Job Applicants").
B. Targeted Jobs Ap lin cants. Targeted Jobs Applicants shall exclusively be low-
income individuals ("Low-Income Individuals"). ALow-Income Individual shall
mean an individual whose household income is no greater than 80% of the median
income for the Los Angeles Metropolitan Statistical Area. Job referrals under the
First Source Hiring Policy shall be made in the order of priority set forth below.
First Priority: Low-Income Individuals living within one mile of the
Project.
Second Priority: Low-Income Individuals living in census tracts
throughout the City for which household income is no greater than 80% of
the median household income for the Los Angeles Metropolitan Statistical
Area.
Developer shall consult with trade unions with apprenticeship and cooperative
programs to facilitate the hiring and training of apprentices from the local
neighborhood.
C. Coverage. The. First Source Hiring Policy shall apply to hiring for all on-site jobs
("On-Site Jobs") by the Developer and its contractors ("Contractors"). On-Site Jobs
shall mean all jobs provided by a Contractor for which at least fifty percent of the
work hours occur at the Project, and that arises out of either an employment
relationship or an independent contractor relationship. A Contractor shall mean a
prime contractor, a subcontractor, or any other business entering into a contract
("Contract") with the Developer or another Contractor. Contractor shall not include
any tenant of the Project other than Developer. A Contract shall mean a contract or
other agreement that is related to the use, maintenance, or operation of the Project and
that will result in On-Site Jobs, directly or indirectly, either under the contract or
agreement itself or through one or more subcontracts.
D. First-Source Referral System. The First Source Hiring Policy shall be
implemented by way of a first source referral system ("First Source Referral
System"). The First Source Referral System for the Project maybe the same system
established for Lantana East. The Developer and City shall engage a mutually agreed
upon entity, or individual to at Developer's expense administer and operate the First
Source Referral System effectively and efficiently.
E. First Source Referral System Responsibilities. The following functions related to
the First Source Hiring Policy shall be performed by the First Source Referral
System:
i) receive Developer or Contractor notification of job openings,
promptly initiate recruitment and pre-screening activities, and
provide an estimate to employers of the number of qualified
applicants it is likely to refer;
ii) coordinate with various job-training centers to facilitate access to a
pool of qualified applicants from which to draw referrals;
iii) screen and refer Targeted Job Applicants according to
qualifications and specific selection criteria submitted by
employers;
iv) maintain contact with Developer and Contractors with respect to
their hiring decisions regarding applicants referred by the First
Source Referral System;
v) assist Developer and Contractor with reporting responsibilities by
supplying reporting forms and by other reasonable means;
vi) assist the City in monitoring compliance with the First Source
Hiring Policy;
vii) submit annual aggregate reports for the Developer and Contractors
on the Project site to the City detailing the employment of
Targeted Job Applicants in the Development and the effectiveness
of the First Source Hiring Policy;
viii) work collaboratively with the Developer, job training centers,
Targeted Job Applicants, and governmental entities to administer
the First Source Referral System effectively and efficiently.
F. Developer's Liaison. The Developer shall designate a liaison ("Developer's
Liaison") for issues related to the First Source Hiring Policy. The Developer's
Liaison shall work with the First Source Referral System and City officials, as
appropriate, to ensure effective implementation of the First Source Hiring Policy.
G. Planning. The Developer and the City shall make reasonable efforts to ensure that
not later than three (3) months prior to the commencement of construction of the
Project, the Developer's Liaison meet with the City and any other appropriate
individuals or organizations to design, plan acid implement the First Source Referral
System in accordance with these guidelines.
H. Term. Developer shall implement the First Source Hiring Policy through
December 31, 2009.
3. Exhibit N to the Original Development Agreement is deleted in its entirety.
4. Except as amended by this First Amendment, the Original Development
Agreement shall remain in full force and effect in accordance with its terms and
conditions.
5. The parties hereto shall cause this First Amendment to be recorded in the
Official Records of the Los Angeles County Recorder's Office. The cost, if any, of
recording this First Amendment shall be born by Maguire.
6. This First Amendment represents the entire agreement of the parties. This
First Amendment integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreements between the
parties or their predecessors in interest with respect to all or any part of the subject matter
hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement
as of the date and year first written above
CITY OF SANTA MONICA,
a municipal corporation
By:
E. LAMONT EWELL
City Manager
ATTEST:
Maria Stewart
City Clerk
APPROVED AS TO FORM:
Marsha Jones Moutrie
City Attorney
MAGUIRE PROPERTIES-3301 EXPOSITION, LLC
a Delaware limited liability company
By:
MARK T. LAMMAS
Secretary
EXHIBIT A
EXHIBIT "A'
LEGAL DESCRIPTION
PARCELS 1, 2 AND 3 OF PARCEL MAP NO. 60786, IN THE CITY OF SANTA
MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED
MAY 9, 2007 AND FILED IN BOOK 348, PAGES 11-16 OF PARCEL MAPS, IN
THE OFFICIAL RECORDS OF LOS ANGELES COUNTY.
Also known as 3301 Exposition Boulevard
Reference
Ordinance Nos.
2248 (CCS), 2249
(ccs),
amendments to
Contract Nos. 8396
(CCS), and 8397
(CCS).