O2362City Council Meeting 06-28-11
Santa Monica, California
ORDINANCE NUMBER 2362 (CCS)
(City Council Series)
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA
APPROVING AMENDMENT NUMBER 5 TO THE DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF SANTA MONICA, A MUNICIPAL CORPORATION AND CA-
COLORADO CENTER L.L.C., A CALIFORNIA LIMITED PARTNERSHIP
WHEREAS, on February 22, 2011, CA-Colorado Center L.L.C., a California
Limited Partnership, submitted an application to amend the Development Agreement for
the Yahoo Center office development (formerly known as Colorado Place Phase I and
II) in order to amend the current parking demand formulae that establishes the number
of existing parking spaces required to serve the mix of uses. on site, to permit the
continued leasing of existirg, underutilized spaces to off-site parties, and to establish a
Transportation Demand Management Program, among other modifications; and
WHEREAS, the development agreement is consistent with the General Plan, as
summarized below, and as detailed in the accompanying City Council staff report
prepared for this proposed project and the exhibits thereto, including, but not limited to:
(1) "Utilize parking and TDM Districts to facilitate efficient use of parking
resources, shared and reduced parking opportunities, and trip reduction goals." (LUCE
Citywide Land Use Policy LU4.8, p. 2.1-14)
(2) "The City plans to encourage parking efficiency strategies such as
shared parking (including sharing of existing parking), lowered parking requirements,
and parking pricing to reduce the demand for parking. Reducing parking demand can
also encourage alternatives to auto travel, promoting apedestrian-friendly urban
landscape by reducing the amount of urban space dedicated to parking." (LUCE
Sustainability and Climate Change p. 3.1-10)
(3) "Adjust parking requirements for projects when it can be demonstrated
that a lower parking demand is appropriate." (LUCE Circulation Policy T26.4, p•. 4.0-
73)
(4) "Consider allowing developers to meet their minimum parking
requirements via shared parking between uses, payment of in-lieu fees, or off-site
parking within a reasonable walking distance." (LUCE Circulation Policy T26.7, p.
4.0-73)
(5) "If the owners and operators of properties can demonstrate that they
have more parking than is actually necessary to meet the needs of their various users
(employees, visitors, etc.), consider developing parking efficiency strategies that
include leasing their surplus parking to help alleviate parking shortages and avoid
development of unnecessary parking." (LUCE Circulation Policy T26.11, p. 4.0-73),
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA
MONICA DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1. Amendment Number 5 to the Development Agreement attached
hereto as Exhibit 1 and incorporated herein by reference between the City of Santa
z
Monica, a municipal corporation, and CA-Colorado Center L. L.C, a California Limited
Partnership is hereby approved. The City Manager is authorized to execute the
attached Amendment Number 5 to the Development Agreement.
SECTION 2. Each and every term and condition of Amendment. Number 5 to
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 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, be
repealed or modified to that extent necessary to make fully effective the provisions of
this Development Agreement.
SECTION 3. Any provision ofthe Santa Monica Municipal Code orappendices
thereto, inconsistent with the provisions of this Ordinance, to the extent of such
inconsistencies and no further, are hereby repealed or modified to that extent
necessary to effect 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 any competent jurisdiction, such decision shall not affect the validity of the
remaining portions of this Ordinance. The City Council hereby declares that it would
have passed this Ordinance, and each and every section, subsection, sentence,
3
clause, or phrase not declared invalid or unconstitutional without regard to whether
any portion of the Ordinance would be subsequently declared invalid or
unconstitutional.
SECTION 5. The Mayor shall sign and the City Clerk shall attest to the
passage of this Ordinance. The City Clerk shall cause the same to be published once
in the official newspaper within 15 days after its adoption. This Ordinance shall be
effective 30 days from its adoption.
APPROVED AS TO FORM:
C
Mars Joa~$ i t ~~c~~rui
MARSHA JONES MOUTRIE
City Attorney
4
EXHIBIT 1
DEVELOPMENT AGREEMENT AMENDMENT
Recording Requested By:
City of Santa Monica
.When Recorded Mail To:
City of Santa Monica
City Planning Division
1685 Main Street, Room 212
Santa Monica, CA 90401
Attention: Senior Land Use Attorney
AMENDMENT NUMBER 5 TO DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF SANTA MONICA
AND
CA-COLORADO CENTER, L.L.C
Dated: .2011
AMENDMENT NUMBER 5 TO DEVELOPMENT AGREEMENT
This Amendment Number 5 to Development Agreement ("Amendment No. 5) is entered
into as of the , 2011, by and between the CITY OF SANTA MONICA, a Charter City
organized and existing under the laws of the State of California (the "City") and CA-
COLORADO CENTER, L.L.C., a Delaware limited liability company ("Owner"), with
reference to the following facts:
A. The City and COLORADO PLACE LIMITED, a California Limited Partnership
("CPL") entered into that. certain Development Agreement dated October 27, 1981 and recorded
in the Official Records of the County of Los Angeles on February 24, 1982 as Instrument No.
82-193147 (the "Original Agreement"). The Original Agreement has been amended by (i)
Amendment Number 1 to Development Agreement dated July 26, 1983 recorded October 5,
1983 as Instrument No. 83-1176312, (ii) Amendment Number 2 to Development Agreement
dated April 24, 1984 recorded May 18, 1984 as Instrument No. 84-594528, (iii) Amendment
Number 3 to Development Agreement dated May 28, 1985 recorded July 19, 1985 as Instrument
No. 85-631730, and (iv) Amendmenf No. 4 to Development Agreement dated December 16,
1987 ("Amendment No. 4). (The Original Agreement, as amended by such amendments, is
hereinafter referred to as the "Agreement".)
B. The Agreement relates to that certain real property located in the City of Santa
Monica, State of California, described in Exhibit A to the Original Agreement (the "Property").
Owner holds legal title to the Property as the successor in interest to CPL under the Original
Agreement. The Property is developed with a mixed use office complex commonly known as
The Yahoo Center (the "Project")
C. Exhibit A to Amendment No. 4 specifies parking ratios for the various uses on the
Property. A Yahoo Center Pazking Demand Study, dated April 25; 2011, prepared by Linscott
Law & Greenspan shows that such parking ratios significantly overstate actual parking demand
for the Project and that there are a large number of surplus parking spaces in the Project. This
Pazking Demand Study has been reviewed and approved by the City.
D. The Owner has along-standing practice of leasing these underutilized spaces while
still maintaining sufficient parking for its on-site tenants.
E. This Amendment Number 5 to the Development Agreement would authorize the
leasing of up to 1,053 existing surplus parking spaces to off-site parties (non-tenants), consistent
with the facility's long-standing practice.
F. The City and Owner desire to amend the Agreement in the manner set forth herein in
order to (i) revise the required pazking ratios, (ii) permit Owner to lease the surplus spaces to off-
site users, and (iii) implement afacility-wide Transportation Demand Management Plan.
G. The City has determined that the modifications to the Agreement set forth herein are
consistent with the City's Land Use and Circulation Element ("LUCE"). More specifically,
(1) "Utilize parking and TDM Districts to facilitate efficient use of parking resources,
shared and reduced parking opportunities, and trip reduction goals." (LUCE
Citywide Land Use Policy LU4.8, p. 2.1-14)
(2) "The City plans to encourage parking efficiency strategies such as shared parking
(including sharing of existing parking), lowered parking requirements, and
parking pricing to reduce the demand for parking. Reducing parking demand can
also encourage alternatives to auto travel, promoting apedestrian-friendly urban
landscape by reducing the amount of urban space dedicated to parking." (LUCE
ffustainability and Climate Change p. 3.1-10)
(3) "Adjust parking requirements for projects when it can be demonstrated that a
lower parking demand is appropriate." (LUCE Circulation Policy T26.4, p. 4.0-
73)
(4) "Consider allowing developers to meet their minimum parking requirements via
shared parking between uses, payment of in-lieu fees, or off-site parking within a
reasonable walking distance." (LUCE Circulation Policy T26.7, p. 4.0-73)
(5) "If the owners and operators of properties. can demonstrate that they have more
parking than is actually necessary to meet the needs of their various users
(employees, visitors, etc.), consider developing parking efficiency strategies that
include leasing their surplus parking to help alleviate parking shortages and avoid
development of unnecessary parking." (LUCE Circulation Policy T26.11, p. 4.0-
73)
H. The City Planning Commission held a duly noticed public hearing on May 18, 2011
with respect to the Amendment Number 5 .and recommended that the City Council adopt the
proposed amendment.
I. In taking this action, the City Council has (a) specifically considered and approved the
impacts and benefits of the requested Amendment Number 5. and has concluded that this
Amendment Number 5 is consistent with the public health, safety, and welfare of the residents of
the City and the surrounding region, and as detailed above, 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 Amendment Number 5, and (c)
duly authorized the City to enter into this Amendment Number 5.
NOW, THEREFORE, IN CONSIDERATION of the foregoing facts and the mutual
covenants set forth herein, the parties hereto agree as follows:
1. The Agreement is hereby amended in the following respects:
a. Parking. The parking requirements for the Project shall be established in
accordance with the following:
(i) The Parking Demand Formula attached as Exhibit A to Amendment No. 4 is
hereby deleted in its entirety. Parking for the Project shall be provided in accordance with the
revised Parking Demand Formula attached as Exhibit A to this Amendment No. 5 (the "Parking
Demand Formula").
(ii) The amount of required parking shall be the highest parking demand
established based on the calculations at each of the "peak" demand periods set forth in Exhibit A,
which calculations shall be based on the actual mix of uses in the Project and the respective
parking ratios for each use for each of such peak demand periods as set forth in the Parking
Demand Formula. Owner shall ensure that at all times there are parking spaces available to meet
the highest on-site tenant peak parking demand as determined in accordance with this subsection
(a)(ii) of this Paragraph 1.
(iii) Notwithstanding anything contained in the Agreement or the Santa Monica
Municipal Code to the contrary:
(A) Owner may lease up to 1,053 Project parking spaces, including leases for
vehicle storage, during normal work hours to non-tenants of the Project, subject to ensuring that
there is parking available to meet the peak demand of its on-site tenants as established by the
Parking Demand Formula and as required by subsection (a)(ii) of this Paragraph 1 and
(B) Owner may provide an unlimited number of parking spaces to non-tenants in
connection with special events in the evenings and on weekends and holidays.
(C) Owner shall maintain a list of the cumulative floor area used for each use
category, the actual number of parking spaces required to meet the actual mix of uses based on
the highest of the parking demand, and the number of spaces leased to non-tenants. Owner shall
update this list as tenant spaces are vacated and re-occupied. Owner shall submit such list to the
City within ten (10) days of the execution of this Amendment No. 5, within ten (10) days of
Owner's execution of a tenant lease for a use that is different from the prior use of the leased
premises, and as part of the City's annual review of the Agreement.
b. TDM Program. Owner shall comply with the requirements of the Traffic
Demand Management ("TDM") Plan attached as Exhibit B to this Amendment No. 5.
Notwithstanding for foregoing, Owner's inability to achieve the AVR target in the TDM Plan
shall not constitute a default within the meaning of this Agreement, provided that Owner is
taking all reasonable and feasible steps to meet such target. Subject to approval by the Planning
Director, Owner may modify the TDM Plan; provided that the TDM Plan, as modified, can be
demonstrated to be equal or superior in its effectiveness at mitigating the traffic-generating
effects of improvements on the Property.
c. No Mandated Free Parking. Notwithstanding anything to the contrary in the
Agreement, Owner shall not be required to mandate its tenants to provide free parking to their
employees.
d. City Cost Recovery. Following completion of each Periodic Review, Owner
shall reimburse the City for its actual and reasonable costs .incurred in connection with such
revrew.
e. Snecific Performance. The City and Developer acknowledge that monetary
damages and remedies at law generally are inadequate and that specific performance is an
appropriate remedy for the enforcement of this Agreement. Therefore, unless otherwise
expressly provided herein, the remedy of specific performance shall be available to the non-
defaulting party in the event of any. non-monetary default.
f. No Damages Relief Against City. It is acknowledged by Owner that the City
would not have entered into this Agreement if the City were to be liable in damages under or
with respect to this Agreement or the application thereof Consequently, -and except for the
payment of attorneys' fees and court costs, the City shall not be liable in damages to Owner and
Owner covenants on behalf of itself and its successors in interesf not to sue for or claim any
damages:
(i) for any default hereunder;
(ii) for the regulatory taking, impairment or restriction of any right or interest
conveyed or provided hereunder or pursuant hereto; or
(iii) arising out of or connected with any dispute, controversy or issue
regarding the application or interpretation or effect of the provisions of this Agreement.
The City and Owner agree that the provisions of this subsection (f) do not apply
for damages which:
(i) do not arise under this Agreement;
(ii) are not with respect to any right or interest conveyed or provided
hereunder or pursuant hereto; or
(iii) do not arise out of or which are not connected with any dispute,
controversy or issue regarding the application, interpretation, or effect of the provisions of this
Agreement to or the application of, any City rules, regulations, or official policies.
g. Enforcement. The City, at its discretion, shall be entitled to apply the remedies
set forth in Chapters 1.09 and 1.10 of the City's Municipal Code.
h. No Damages Relief Against Owner. It is acknowledged by City that the
Owner would not have entered into this Agreement if the Owner were to be liable in damages in
connection with any non-monetary default hereunder. Consequently, and except for the payment
of attorneys' fees and court costs, the Owner shall not be liable in damages to City for any
nonmonetary default and City covenants on behalf of itself not to sue for or claim any damages:
(i) for any non-monetary default hereunder or
(ii) arising out of or connected with any dispute, controversy or issue regarding
the application or interpretation or effect of the provisions of this Agreement.
The City and Owner agree that the provisions of this subsection (h) do not apply
for damages which:
(i) are for a monetary default; or
(ii) do not arise out of or which are not connected with any dispute, controversy
or issue regarding the application, interpretation, or effect of the provisions of this Agreement to
or the application of; any City rules, regulations, or official policies.
i. Additional Siena~e. The Owner shall post a sign adjacent to the park
informing park visitors that Owner provides free parking on weekends and holidays for park
visitors.
j. Continuin¢ Community Outreach. The Owner shall hold an annual
community meeting at the Project site with residents in the Project vicinity. The Owner shall
provide residents and property owners within a 500-foot radius of the Project site at least 15
days' prior written notice of such meeting by U. S. Mail. The purpose of the meetings will be to
identify and address any issues associated with the Owner's compliance under this Agreement.
k. Deliveries from Auto Dealerships. The delivery of automobiles from
automobile dealerships to the Project site shall occur outside of the normal a.m. and p.m. peak
traffic hours (i.e., 7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 p.m.). Oversize car carriers shall
not travel to and from the Project site via local residenfial streets.
2. Except as expressly set forth herein, all of the terms and conditions of the Agreement,
as previously modified, shall remain unmodified and in full force and effect.
3. The parties shall cause this Fifth Amendment to be recorded in the Official Records of
the Los Angeles County Recorder's Office.
1N WITNESS WHEREOF, this Amendment Number 5 has been executed as of the date
and year first above written.
APPROVED AS TO FORM:
City Attorney
CITY OF SANTA MONICA, a municipal
corporation
By:
.City Manager
Attest:
City Clerk
CA-COLORADO CENTER, L.L.C., a
Delaware limited liability company
By: CA-Colorado Center Limited
Partnership, a Delaware limited
partnership, its sole member
By: EOM GP, L.L.C., a Delaware
limited liability company, its general
partner
By:
Title:
Approved and adopted this 28t" day of June, 2011.
Richard loom, Mayor
State of California )
County of Los Angeles ) ss.
City of Santa Monica )
I, Denise Anderson-Warren, Acting City Clerk of the City of Santa Monica, do
hereby certify that the foregoing Ordinance No. 2362 (CCS) had its introduction
on June 14, 2011, and was adopted at the Santa Monica City Council meeting
held on June 28, 2011, by the following vote:
Ayes: Council members: Holbrook, O'Connor, O'Day,
Mayor Pro Tem Davis, Mayor Bloom
Noes: Council members: None
Absent: Council members: McKeown. Shriver
A summary of Ordinance No. 2362 (CCS) was duly published pursuant to
California Government Code Section 40806.
ATTEST:
Denise Anderson-Warren, Acting City Clerk