O2367~A:flatty\muni\laws\barry\Colorado Creative Studios DA Ordinance 08-23-11
City Council Meeting 8-23-11 Santa Monica, California
ORDINANCE NUMBER 2367 (CCS)
(City Council Series)
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA
APPROVING THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
SANTA MONICA, A MUNICIPAL CORPORATION AND COLORADO CREATIVE
STUDIOS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
WHEREAS, on May 20, 2008, Colorado Creative Studios, LLC, a California
Limited Liability Company, submitted an application for a development agreement for a
new creative arts and entertainment production facility; and
WHEREAS, a Draft Environmental Impact Report dated November 20, 2009 and
a Final Environmental Impact Report dated June 2011 have been prepared analyzing
the environmental effects of the development agreement; and
WHEREAS, on July 26, 2011, the City Council adopted resolutions certifying the
Final Environmental Report and adopting a statement of overriding considerations and
mitigation monitoring plan; 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:
"Capitalize on the Expo Light Rail station at Bergamot to create a
mixed-use neighborhood with a diverse mix of creative arts facilities
and residential types as well as local-serving uses to establish a 17
hours per day 7 days per week neighborhood" (LUCE Mix-Use
Creative District Policy D24.1, p. 2.6-39).
"Encourage appropriate uses including existing job-rich uses, new
arts-related industries, neighborhood-serving retail and services,
and affordable, workforce and market-rate housing" (LUCE Mix-
Use Creative District Policy D24.4, p. 2.6-39).
"Locate active retail-serving uses at the ground floor of buildings
where identified pedestrian activity is highest, such as nearthe light
rail station, along active pedestrian routes and around new open
spaces" (LUCE Mix-Use Creative District Policy D24.6, p. 2.6-39).
"Plan new street to from an interconnected grid of
vehicle/pedestrian streets and bicycle paths to facilitate circulation
in the district" (LUCE Mix-Use Creative District Policy D25.1, p.
2.6-40).
"Provide for 60-65 feet of dedicated easement rights-of-way streets
to accommodate appropriate circulation and infrastructure" (LUCE
Mix-Use Creative District Policy D25.2, p. 2.6-40).
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"Subject to a discretionary review process, projects that include
additional community benefits may request a height up to 57 feet
and 2.5 FAR" (LUCE Land Use Policy and Designations, p. 2.1-46).
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA
MONICA DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1. The Development Agreement attached hereto as Exhibit 1 and
incorporated herein by reference between the City of Santa Monica, a municipal
corporation,. and Colorado Creative Studios, LLC, a California limited liability
company, is hereby 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 ofthe
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 of the Santa Monica Municipal Code or appendices
thereto, inconsistent with the provisions of .this Ordinance, to the extent of such
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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,
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.
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APPROVED AS TO FORM:
EXHIBIT 1
DEVELOPMENT AGREEMENT
DEVELOPMENT AGREEMENT
BETWEEN
CITY OF SANTA MONICA
AND
COLORADO CREATIVE STUDIOS
, 2011
Colorado Studios Development Agreement 8-1-1 l.doc
TABLE OF CONTENTS
Recital ....... ........................................................................................................... ..........................1
Article 1 Definitions ...........:......................................................:................. ..........................3
Article 2 Description of the Project ............................................................ ..........................4
2.1 General Description ..................................................................... ..........................4
2.2 Principal Components of the Project ........................................... ..........................4
2.3 No Obligation to Develop ............................................................ .......................... 5
2.4 Definitions Related to Development Standards ........................... ..........................5
2.5 Vested Rights ............................................................................... ..........................6
2.6 Permitted Uses ............................................................................. ..........................8
2.7 Community and Project Benefits .................................................. .........................8
2.8 Traffic Demand Management and Mitigation .............................. ....................... 14
2.9 Parking .......................................................................................... .......................14
2.10 Signage .......................................................................................... .......................14
Article 3 Construction .................................................................................. .......................15
3.1 Construction Mitigation Plan ........................................................ ....................... 15
3.2 Construction Hours ....................................................................... ....................... 15
3.3 Outside Construction Date ............................................................ .......................15
3.4 Construction Period ............................................................:......... ....................... 15
Article 4 Project Fees, Exactions, Mitigation Measures and Conditions ..... .......................16
4.1 Fees, Exactions, Mitigation Measures and Conditions ................. .......................16
4.2 Conditions on Modifications ......................................................... .......................16
4.3 Implementation of Mitigation Measures ....................................... ....................... 16
Article 5 Effect of Agreement on City Laws and Regulations .................... .......................17
Colorado Studios Development Agreement 8-1-1 l.doc
5.1 Development Standards for the Property; Existing Regulations .... .....................17
5.2 Permitted Subsequent Code Changes ............................................. .....................18
5.3 Common Set of Existing Regulations ............................................. ..................... 19
5.4 Conflicting Enactrnents ................................................................... .....................19
5.5 Timing of Development .................................................................. .....................20
Article 6 Architectural Review Board ........................................................... .....................20
6.1 Architectural Review Board Approval ............................................ ......:......:......20
6.2 Exemption from Section 9.36 of Code ..................:........................ :....................20
Article 7 City Technical Permits ..................................................................... .................... 21
7.1 Definitions ........................................................................................ ....................21
7.2 Diligent Action by City .................................................................... ....................21
7.3 Conditions for Diligent Action by the City ...................................... ....................21
7.4 Duration of Technical City Permits ................................................. ....................22
7.5 Demolition Permits .......................................................................... ....................22
7.6 Encroachment Permit ...........................................................................................22
Article 8 Amendment and Modification ............................................................................. 23
8.1 Amendment and Modification of Development Agreement ...............................23
Article 9 Term
9.1 Effective Date
............................................... 24
9.2 Term .....................................................................................................................24
Article 10 Periodic Review of Compliance ................................................................................24
10.1 City Review .........................................................................................................24
10.2 Evidence of Good Faith Compliance ................................:..................................24
10.3 Information to be Provided to Developer ............................................................24
10.4 Notice of Breach; Cure Rights .............................................................................25
Colorado Studios Development Agreement 8-1-1 l.doc
10.5 Failure of Periodic Review ................................................ ..................................25
10.6 Termination of Development Agreement .......................... ..................................25
10.7 City Cost Recovery ............................................................ ......................:...........25
Article 11 Default ................................................................................ ..................................25
11.1 Notice and Cure ...............................:.........:....................... .................................. 26
11.2 Remedies for Monetary Default ......................................... ..................:...............26
11.3 Remedies for Non-Monetary Default ................................ .................................: 26
11.4 Modification or Termination Agreement by City ............... .................................28
11.5 Cessation of Rights and Obligations ................................... .................................29
11.6 Completion of Improvements ............................................. .................:............... 29
Article 12 Mortgagees .......................................................................... .................................30
12.1 Encumbrances on the Property ........................................... ................................. 30
Article 13 Transfers and Assignments ................................................. ......:..........................32
13.1 Transfers and Assignments ................................................. .................................32
13.2 Release Upon Transfer ........................................................ .................................32
Article 14 Indemnity to City ................................................................ .................................32
14.1 Indemnity ............................................................................ ................................. 32
14.2 City's Right to Defense ....................................................... .................................33
Article 15 General Provisions .............................................................. .................................33
15.1 Notices ......:...........................................................:............. ................................. 33
15.2 Entire Agreement; Conflicts ............................................... .................................34
15.3 Binding Effect ...................................'.................................. ............:....................34
15.4 Agreement Not for Benefit of Third Parties ....................... .................................35
15.5 No Partnership or Joint Venture ......................................... .................................35
15.6 Estoppel Certificates ........................................................... .................................35
Colorado Studios Development Agreement 8-1-I l.doc
15.7 Time ........................................................:..................................................... .......35
15.8 Excusable Delays .......................................................................................... .......36
15.9 Governing Law ............................................................................................. ....... 36
15.10 Cooperation in Event of Legal Challenge to Agreement .............................. ....... 37
15.11 Attorneys' Fees ............................................................................................. .......37
15.12 Recordation ................................................................................................... .......37
15.13 No Waiver ..................................................................................................... .......37
15.14 Construction of this Agreement .................................................................... .......37
15.15 Other Governmental Approvals ...............................................................:..... ......37
15.16 Venue ............................................................................................................ ......38
15.17 Exhibits ...................................:...................................................................... ......39
15.18 Counterpart Signatures ................................................................................... ......39
15.19 Certificate of Performance ............................................................................. ......39
15.20 Interest of Developer ..........................:........................................................... ......39
15.21 Operating Memoranda ................................................................................... ...... 39
15.22 Acknowledgments, Agreements and Assurance on the Part of Developer ... ...... 40
15.23 Not a Public Dedication ................................................................................. ......40
15.24 Severability and Termination ......................................................................... ...... 41
Exhibit "A" Legal Description of Property
Exhibit "B" Project Plans
Exhibit "C" Permitted Fees and Exactions
Exhibit "D" Mitigation Measures and Conditions
Exhibit "E" Zoning Ordinance
Exhibit "F" Local Hiring Program
Exhibit "G-1" Pennsylvania Avenue Extension
Exhibit "G-2" Sidewalk Widening Area
Exhibit "H" Santa Monica Sign Code
Exhibit "P' Construction Mitigation Plan
Exhibit "J" Transportation Demand Management
Colorado Studios Development Agreement 8-1-1 l.doc
DEVELOPMENT AGREEMENT
This Development Agreement ("Agreement"), dated for reference purposes
ZOl 1, is entered into by and between COLORADO CREATIVE
STUDIOS, LLC, a California limited liability company ("Developer"), and 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 (the "City"), with
reference to the following facts:
RECITALS
A. Pursuant to California Government Code Section 65864 et seq., Chapter
9.48 of the Santa Monica Municipal Code, and Santa Monica Interim Ordinance No.
2287 (collectively, the "Development Agreement Statutes"), the City is authorized to
enter into binding development agreements with persons or entities having legal or
equitable interest in real property for the development of such real property.
B. Developer is the owner of approximately 1.76 acres of land located in the
City of Santa Monica, State of California, commonly known as 2834 Colorado Avenue,
as more particularly described in Exhibit "A" attached hereto and incorporated herein by
this reference (the "Property").
C. The City has included the Property within the Mixed Use Creative District
land use designation under the City's recently adopted Land Use and Circulation Element
of its General Plan (the "LUCE"). The Property is located within the Light
Manufacturing /Studio District ("LMSD") under the City's Zoning Ordinance. The City
intends to update the Zoning Ordinance to conform to the new LUCE. The Mixed Use
Creative District land use designation in the LUCE categorizes the proposed Project as a
Tier 3 project and, as such, permits Developer to replace the existing buildings and
related facilities on the Property with up to 191,982 square feet of new buildings that are
four stories and up to fifty-seven feet (57') in height, together with subterranean parking
and related facilities. To aid in the redevelopment of the Property, the City and
Developer desire to allow Developer to construct two new buildings, subterranean
parking, and related facilities.
D. On May 20, 2008, Developer filed an application for a Development
Agreement, pursuant to Santa Monica Municipal Code ("SMMC") Section 9.48.020
(the "Development Application"). The Development Application was designated by the
City as Application No. DEV-08-001. The Development Application is for the planned
development of the Property with an entertainment and multi-media production campus
consisting of approximately 191,982 square feet of production space, an underground
parking garage, and related facilities (the "Project"). The Project is more fully described.
in the Draft Environmental Impact Report dated November 20, 2009 (State
Clearinghouse No. 2008-121107) and the. Final Environmental Impact Report dated June,
2011 for the Project (such Draft Environmental Impact Report and Final Environmental
Impact Report being collectively referred to as the "EIR") and as set forth in this
Agreement.
Colorado Studios Development Agreement 8-1-1 Ldoc
E. Interim Ordinance No. 2287 prohibits the issuance of permits for new
development or the expansion of existing development in the LMSD zone except for
projects that (a) comply with the interim development standards in that ordinance or
(b) are developed pursuant to a development agreement adopted in accordance with
SMMC Chapter 9.48. Adoption of this Agreement will allow for the issuance of permits
for the Project.
F. Developer has paid all necessary costs and fees associated with the City's
processing of the Development Application and this Agreement.
G. The primary purpose of the Project is to permit Developer to construct the
Project on the Property and thereby provide the LMSD zone with a new entertainment
and multi-media production campus that can be occupied by one or more major movie
and multi-media production companies. The Parties desire to enter into this Agreement
in conformance with the Development Agreement Statutes in order to achieve the
development of the Project on the Property. The Parties likewise desire to provide a land
use on the Property consistent with the Mixed Use Creative District land use designation
under the City's General Plan and provide public services and urban infrastructure, all in
the promotion of the health, safety, and general welfare of the residents of the City. The
Project will be a vital part of the redevelopment of the Mixed Use Creative District and
requires the assurances set forth in this Development Agreement with respect to the
identification of specific development standards and requirements in order to
accommodate the development of the Project on the Property.
H. The City Council has determined that a development agreement is
appropriate for the proposed development of the Property. This Agreement will
(1) eliminate uncertainty in planning for the Project and result in the orderly
development of the Project, (2) assure installation of necessary improvements on the
Properly, (3) provide for public infrastructure and services appropriate to development of
the Project, (4) preserve substantial City discretion in reviewing subsequent development
of the Property, (5) secure for the City improvements that benefit the public, and
(6) otherwise achieve the goals and purposes for which the Development Agreement
Statutes were enacted.
I. This Agreement is consistent with the public health, safety, and welfare
needs of the residents of the City and the surrounding region. The City has specifically
considered and approved the impact and benefits of the development of the Project on the
Property in accordance with this Agreement upon the welfare of the region. The Project
will provide a number of public benefits, including without limitation the following: (i)
retaining and providing additional high paying skilled jobs; (ii) providing new space to
attract movie and multi-media production companies and users of the creative studio
space to the City; (iii) constructing certain public street improvements for the extension
of Pennsylvania Avenue to facilitate better traffic circulation; (iv) contributing to the
critical public transportation infrastructure of the City; and (v) improving the aesthetics of
the Property through the construction of two new, well-designed buildings and enhanced
landscaping.
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Colorado Studios Development Agreement 8-1-1 l.doc
J. The City Council has found that the provisions of this Development
Agreement are consistent with the relevant provisions of (1) City's General Plan,
including the LUCE and (2) the Zoning Ordinance (defined in Section 1.16 below).
including the standards of the LMSD zone.
K. On July 6, 2011, the City's Planning Commission held a duly noticed
public hearing on the Development Application. The Commission recommended that the
City Council certify the Environmental Impact Report, adopt a Statement of Overriding
Consideration, and approve the Project.
L. On July 26, 2011, the City Council held a duly noticed public hearing on
the Development Application and at such hearing the City certified the EIR, adopted a
Statement of Overriding Considerations, and introduced Ordinance No. for first
reading, approving this Agreement.
M. On August 23, 2011, the City Council adopted Ordinance No.
NOW THEREFORE, in consideration for the covenants and conditions
hereinafter set forth, the Parties hereto do hereby agree as follows:
ARTICLE 1
DEFINITIONS
The terms defined below have the meanings in this Agreement as set forth below.
1.1 "Agreement" means this Development Agreement entered into between
the City and Developer as of the Effective Date.
1.2 "ARB" means the City's Architectural Review Board.
1.3 "Buildings" means the two new primary buildings to be constructed as
part ofthe-Project, which will contain, in the aggregate, up to 191,982 square feet of floor
area.
1.4 "City Council" shall mean the City Council of the City of Santa Monica,
or its designee.
1.5 "City General Plan" or "General Ptan" shall mean the applicable
General Plan of the City of Santa Monica.
1.6 "Discretionary Approvals" are actions which require the exercise of
judgment or a discretionary decision, and which contemplate and authorize the
imposition of revisions or additional conditions, by the City, including any board,
commission, or department of the City and any officer or employee of the City.
Discretionary Approvals do not include Ministerial Approvals.
1.7 "Effective Date" has the meaning set forth in Section 9.1 below.
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Colorado Studios Development Agreement 8-8-11 (2).doc
1.7 "Effective Date" has the meaning set forth in Section 9.1 below.
1.8 ``FAR" means floor area ratio as defined in Section 9.04.02.030.320 of the
Zoning Ordinance.
1.9 "Including" means "including, but not limited to."
1.10 "Legal Action" shall mean any action in law or equity.
1.11 "Maximum Floor Area" means 191,982 square feet of floor area.
1.12 "Ministerial Approvals" mean any action which merely requires the City
(including any board, commission, or deparhnent of the City and any officer or employee
of the City), in the process of approving or disapproving a permit or other entitlement, to
determine whether there has been compliance with applicable statutes, ordinances,
regulations, or conditions of approval.
1.13 "Parties" mean both the City and Developer and "Party" means either
the City or Developer, as applicable.
1.14 "Planning Director" means the Planning Director of the City of Santa
Monica, or his or her designee.
I.1 S "Project Plans" mean the plans for the Project that are attached to this
Agreement as Exhibit "B."
1.16 "Zoning Ordinance" means the City of Santa Monica Comprehensive
Land Use and Zoning Ordinance (Chapter 9.04 of the SMMC), as the same is in effect on
the Effective Date, is set forth in its entirety in Exhibit "E".
ARTICLE 2
DESCRIPTION OF THE PROJECT
2.1 General Description. The Project includes all aspects of the proposed
development of the Property as more particularly described in this Agreement and on the
Project Plans. If there is a conflict or inconsistency between the text of this Agreement
and the Project Plans, the Project Plans will prevail.
2.2 Principal Components of the Project. The existing buildings on the
Property will be demolished to allow for the development of the Project. The Project is
intended,for multi-media entertainment companies that develop, produce and distribute
movies, music, television and video content, but the Project could be used for other uses
permitted pursuant to Section 2.6 below. New construction of the Buildings shall not, in
the aggregate, exceed the Maximum Floor Area. The Project will include approximately
191,982 square feet of Floor Area of (a) post-production and creative studio space, and
(b) creative office space (together with the other ancillary uses permitted under this
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Colorado Studios Development Agreement 8-1-1 l.doc
Agreement), all in two, four-story, buildings that each will not exceed fifty-seven feet
(5T 0") in "Height" (as defined in Section 2.4.1 below). A total of not less than six
hundred seventeen (617) and not more than six hundred forty (640) parking spaces will
be provided in a subterranean structure consisting of three full levels.
2.3 No Oblieation to Develop.
2.3.1 Except as specifically provided herein:
(a) Nothing in this Agreement shall be construed to require
Developer to proceed with the construction or any other implementation of the Project or
any portion thereof.
(b) The decision to proceed or to forbear or delay in
proceeding with implementation or construction of the Project or any portion thereof
shall be in Developer's sole discretion.
(c) Failure by Developer to proceed with construction or
implementation of the Project or any portion thereof shall not give rise to any liability,
claim for damages or cause of action against Developer, except as may arise pursuant to a
nuisance abatement proceeding under SMMC Chapter 8.96, or any successor legislation.
2.3.2 Failure by Developer to proceed with construction or
implementation of the Project or any portion thereof shall not result in any loss or
diminution of development rights, except upon expiration of Developer's vested rights
pursuant to this Agreement, or the termination of this Agreement.
2.3.3 Notwithstanding any provision of this Section 2.3 to the contrary,
Developer shall be required to implement all mitigation measures and conditions required
under this Agreement in accordance with Exhibit "D".
2.4 Definitions Related to Development Standards. Notwithstanding anything
to the contrary in this Agreement, the development standards in this Agreement shall
supersede all other development standards under the Existing Regulations, including
without limitation Part 9.04.08.35.050 of the Zoning Ordinance that are inconsistent with
the development standards in this Agreement, but only to the extent of such
inconsistency. For purposes of this Agreement, the following terms shall have the
meanings set forth below.
2.4.1 In lieu of the definition of building height found in
Section 9.04.02.030.155 of the Zoning Code, "Height" means the following:
(a) With respect to the north building section; the vertical
distance measured from the average elevation of the northeast and northwest corners of
the parcel and the points of intersection of the east and west property lines with the
northern edge of the sidewalk along the north side of the Pennsylvania Avenue to the
highest point of the roof across the north building section; and
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Colorado Studios Development Agreement B-I-I l.doc
(b) With respect to the south building section, the vertical
distance measured from the average elevation of the southeast and southwest corners of
the parcel and the points of intersection of the east and west property lines with the
southern edge of the sidewalk along the south side of the Pennsylvania Avenue to the
highest point of the roof across the south building section.
2.5 Vested Riehts.
2.5.1 Approval of Project Plans. The City hereby approves the Project
Plans. The City shall maintain a complete copy of the Project Plans, stamped
"Approved" by the City, in the Office of the City Clerk, and Developer shall maintain a
complete copy of the Project Plans, stamped "Approved" by the City, in its offices at the
Project site. The Project Plans to be maintained by the City and Developer shall be a
half-size set. Further detailed plans for the construction of the Buildings and
improvements, including, without limitation, structural plans and working drawings shall
be developed by Developer subsequent to the Effective Date based upon the Project
Plans.
2.5.2 Minor Modifications to Project. Developer with the approval of
the Planning Director, may make minor changes to the Project or Project Plans ("Minor
Modifications") without amending this Agreement; provided that the Planning Director
makes the following specific findings that the Minor Modifications: (i) are consistent
with the Project's approvals as approved by the City Council; (ii) are consistent with the
provisions, purposes and goals of this Agreement; (iii) are not detrimental to the public
health, safety, convenience or general welfare; and (iv) will not significantly and
adversely affect the public benefits associated with the Project.
2.5.3 Modifications Requiring Amendment to this Agreement.
Developer shall not make any "Major Modifications" (defined below) to the Project
without first amending this Agreement to permit such Major Modifications. A "Major
Modification" means any proposed modification to the Project Plans which would
conflict with the following standards:
(a) The minimum setbacks of the Project, as set forth in the
Project Plans, shall not be reduced;
(b) The aggregate net Floor Area of the Project shall not
exceed the Maximum Floor Area;
(c) Each Building shall not exceed four (4) stories or a
"Height" (defined above) for such Building offifty-seven feet (57' 0"), except as
permitted under the Existing Regulations or as set forth in Section 7.3.3 below;
(d) The use of the Project shall not be varied from the
permitted uses defined in Section 2.6 below;
(e) Additional square footage in excess of 9,000 square feet
shall not be devoted to small-scale general or specialty stores that furnish goods and
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Colorado Studios Development Agreement B-I-1l.doc
services primarily to residents of the neighborhood if, after environmental assessment, it
is determined that a subsequent EIR or Mitigated Negative Declaration is required
pursuant to CEQA Guideline Section 15162, or any successor thereto;
(f) The number of parking spaces shall not be less than the
number of parking spaces required pursuant to Section 2.9 below;
(g) The number or location of curb cuts shown on the Project
Plans shall not be materially changed;
(h) Design, massing and building configuration shall not be
varied to render such aspects out of substantial compliance with the Project Plans; and
materially reduced
(i) The public benefits set forth in Section 2.7 shall not be
2.5.4 City Consent to Modifications. If the City's consent is required for
a Minor Modification, the Planning Director shall not unreasonably withhold, condition,
or delay its approval of a request for such Minor Modification. The City may impose
fees, exactions, conditions, and mitigation measures in connection with its approval of a
Minor or Major Modification, subject to Section 4.3 below. Notwithstanding anything to
the contrary herein or in the Existing Regulations, if the Planning Director approves a
Minor Modification or if the City approves a Major Modification (and the corresponding
amendment to this Agreement for such Major Modification), as the case may be,
Developer shall not be required to obtain any other Discretionary Approvals for such
modification, except for ARB approval, in the case of certain Major Modifications.
2.5.5 Foundation Only Buildin P¢ ermit. Section 8.08.070(b) of the
Santa Monica Municipal Code allows for issuance of partial permits for portions of a
structure. If the ARB has approved the Project design, Developer may submit an
application for a Foundation Only Permit, which application shall be processed
according to the Division of Building and Safety's Foundation Only Permit policy (PT-
OS-03); provided that: (i) the City Planning Division has approved the plan check; and (ii)
the Foundation Only Permit application includes sufficient information related to the
design of the both Buildings so that the foundation only plans (a) identify all applicable
loads (vertical and lateral, including overturning) specified on the drawings for each
element of the foundation (i.e. at each spread footing, wall, holdown anchor, etc.), and (b)
include accompanying calculations for the design of each element of the foundation per
loads specified on the plans. The foundation plan check will be performed for the
specified loads. Notwithstanding anything to the contrary in the Foundation Only Permit
application, Developer shall not be required to submit a complete building permit
application with the associated sets of plans and construction documents for both
Buildings for concurrent review.
2.5.6 Ri¢ht to Develop. Subject to its obligations under Section 3.3
below, during the Term (as defined in Section 9.2 below) of this Development
Agreement, Developer shall have the vested rights (the "Vested Rights") to (a) develop
Colorado Studios Development Agreement 8-1-11.doc
and construct the Project in accordance with the following: (i) the Project Plans (as the
same may be modified from time to time in accordance with this Agreement); (ii) any
Minor Modifications approved in accordance with Section 2.5.2; (iii) any Major
Modifications which are approved pursuant to Section 2.5.3; and (iv) the requirements
and obligations of Developer related to the improvements which are specifically set forth
in this Agreement, and (b) use and occupy the Project for the permitted uses set forth in
Section 2.6. Except for any required approvals from the ARB pursuant to Section 6.1 of
this Agreement, the City shall have no further discretion over the elements of the Project
which have been delineated in the Project Plans (as the same may be modified from time
to time in accordance with this Agreement).
2.6 Permitted Uses. The City approves the following permitted uses for the
Project: (i) enclosed entertainment-related facilities including, without limitation, movie
studios and production facilities, distribution facilities, editing facilities, catering
facilities; printing facilifies,post-production facilities, set construction facilities, sound
studios, special effects facilities and other entertainment-related production operations;
(ii) broadcasting/communications, telecommunications facilities, and ancillary facilities
customarily associated with and incidental to such production facilities, including,
without limitafion, facilities for broadcasting, transmitting, distributing, recording,
receiving, editing, and creating broadcast/communications and telecommunications; (iii)
on-site production facilities for advertising purposes; (iv) all uses customary or incidental
to the production or distribution of motion pictures, electronic games, and all other forms
of aural, audio/visual and/or multi-media products; (v) software and other computer-
related production facilities; and (vi) small-scale general or specialty stores that furnish
goods and services primarily to residents of the neighborhood; provided that the
aggregate Floor Area for all such uses does not exceed 9,000 square feet. The City also
approves uses that are directly related to, supportive of, and ancillary to a permitted use
("ancillary uses"), including administrative office, creative office, production
management, marketing, promotion, licensing, acquisition, sales, leasing, financing,
accounting, legal, professional services, creative services, transmission facilities, catering
offices and kitchens; parking for primary and ancillary uses; and such other uses as may
be authorized by the City pursuant to Section 8.1 below. This Project may include up to
50% ancillary uses associated with primary permitted uses. General office uses that are
not directly related to, or ancillary uses to a primary use of a building or suite, are
prohibited.
2.7 Community and Project Benefits.
2.7.1 Project Benefits. This Agreement provides assurances that the
public benefits identified below in this Section 2.7 will be achieved and developed in
accordance with the terms of this Agreement. The Project will provide public benefits to
the City, including without limitation: (i) increasing tax revenues; (ii) space for
development, production and distribution of movies, music, television, video content,
electronic games and related office space in order to retain and attract good-paying
entertainment jobs; (iii) an estimated 450 well-paying jobs within the City; (iv) reducing
vehicle trips by implementing a TDM program that takes advantage of the forthcoming
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Expo Line and other modes of transportation that are alternatives to the automobile; and
(v) contributions to child care and cultural -arts.
2.7.2 Community Benefits Supportive Tier 3 Status under the LUCE.
With respect to the Mixed Use Creative District, the LUCE has established a baseline of
two stories and an allowable building height of thirty-two feet, as well as an FAR of 1.5.
So-called "Tier 3" projects in the Mixed Use Creative District are permitted by the LUCE
to have additional stories, an allowable maximum building height of fifty-seven feet
(57' 0"), as well as an FAR of 2.5. The proposed Project would be considered a Tier 3
project under the LUCE, with four-story Buildings that do not exceed fifty-seven feet
(5T 0") in Height and an FAR of 2.5. The LUCE requires that a Tier 3 project provide
additional community benefits for the City and the neighborhood. Set forth below in this
Section 2.7.2 are the additional community benefits that will be provided by the Project,
supporting its status as a Tier 3 project under the LUCE.
(a) Walkways and Enhanced Walkway Areas within the
Project. Subject to the provisions of this Section 2.7.2, Developer shall construct three
(3) walkway areas with enhanced landscaping throughout the-Project, that are identified
on the Project Plans as the Enhanced Walkway Areas (the "Enhanced Walkway
Areas"). The public use of the Enhanced Walkway Areas shall be: (i) consistent with the
terms and conditions of this Agreement; (ii) solely for pedestrian access to and passive
use of the Enhanced Walkway Areas by the public; and (iii) compatible with Developer's
development, use and enjoyment of the Project. No use other than pedestrian access to
and passive use of the Enhanced Walkway Areas by the public shall be permitted on the
Enhanced Walkway Areas. Developer shall have the right to impose and enforce
reasonable rules and regulations regarding the use of the Enhanced Walkway Areas by
the public subject to the approval by the City which approval shall not be unreasonably
withheld. Developer may exclude individuals from the Enhanced Walkway Areas who
do not comply with such rules and regulations. The Enhanced Walkway Areas will
provide the additional community benefit identified in Chapter 2.1 of the LUCE as
Community Physical Improvements through quality pedestrian connections.
(b) Pedestrian Cafe Open to Public. Developer shall use its
commercially reasonable efforts to enter into a lease with a cafe operator that will provide
for Developer and such operator to cause a pedestrian cafe to open within the Project
with access and use by the public. The cafe shall operate at a minimum during the
following hours: (i) 9:00 a.m. to 6:00 p.m. Monday through Friday; and (ii) not less than
ten (10) hours during Saturday and Sunday (in any combination of hours); provided that
the cafe shall operate at least four (4) hours on each of Saturday and Sunday. Developer
may permit the cafe to operate for any longer hours as the operator may desire, in
accordance with law. The cafe shall have indoor and outdoor seating with the number of
each seating determined by the operator; provided that the cafe shall, during all hours of
operation, provide not less than 30 interior seats and 14 exterior seats. The cafe shall also
include an interior room that may be alternately used as a separate meeting room and as
part of the cafe, which room shall be not less than four hundred (400) square feet in area
(the "Community Room"). The Community Room shall be made available free of charge
to community members to hold community-related meetings during the hours of (i) 6:00
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Colorado Studios Development Agreement 8-1-1 l.doo
p.m. to 9:00 p.m. Monday through Friday; and (ii) 10:00 a.m. to 6:00 p.m. during
Saturday and Sunday. A member of the community that desires to use the Community
Room for meetings during such hours shall obtain.approval for use from Developer not
less than seventy-two (72) hours in advance of the time for such meeting. Developer
shall accommodate a community member's requested use of the Community Room
during the stated hours unless the Community Room is already reserved for another
community meeting. The use of the Community Room shall be subject to the reasonable
rules and regulations established by Developer and approved by the City, which approval
shall not be unreasonably withheld. The Pedestrian Cafe will provide the additional
community benefit identified in Chapter 2.1 of the LUCE as Community Physical
Improvements through community gathering space and neighborhood serving retail.
(c) Pennsylvania Avenue Extension. Prior to issuance of a
certificate of occupancy, Developer shall, at its sole cost and expense, dedicate, improve
and complete construction of a sixty-two foot (62') wide public street, from the eastern
edge of Stewart Street to the easterly boundary of the Property, that would be the easterly
extension of Pennsylvania Avenue (the "Pennsylvania Avenue Extension"), as depicted
on Exhibit "G-1"attached hereto (such land area being referred to as the "Pennsylvania
Avenue Extension Dedication Area"); provided that such sixty-two foot (62') width
shall be completed by Developer including all curbs, gutters and approximately eleven-
foot (11') wide sidewalks on both sides of such street. The Pennsylvania Avenue
Extension shall be dedicated, constructed, and completed in accordance with the
Conditions of Approval numbers 21 through 25 on Exhibit "D" attached hereto and in
accordance with the current regulations and codes governing the construction of public
streets in the City. Developer shall dedicate to the City (i) the surface area of the
Pennsylvania Av~,xme Extension Dedication Area for public street purposes and (ii) the
~c„~~"~ Utility Comdors (as de-fined n'Condition of Approval #24 in Part B ofExhibit "D" to
this Agreement), while expressly reserving to Developer all other subterranean rights.
The dedication of the surface portion of the Property contained within the Pennsylvania
Avenue Extension Dedication Area shall give the City the ability to maintain street
signage and repair and maintain the roadway in accordance with applicable road
maintenance standards within the City. Other than the City's right to use the Utility
Corridor, the dedication of the portion of the Property contained within the Pennsylvania
Avenue Extension Dedication Area shall not grant to the City any other rights below the
surface of the street for the installation, repair or maintenance of any utility, equipment or
facilities, such as storm water, sewer, electricity, telephone or other uses. Following
City's acceptance of the dedication of the Pennsylvania Avenue Extension Dedication
Area, Developer's subterranean use of the Pennsylvania Avenue Extension Dedication
Area shall not materially impact or interfere with the City's use of the surface of such
area as a public street or the City's use of the Utility Corridor. Prior to such acceptance,
Developer shall have the exclusive right to use the Pennsylvania Avenue Extension
Dedication. Area. If the Pennsylvania Avenue Extension Dedication Area ever ceases to
be used as a public street, the ownership of the Pennsylvania Avenue Extension
.Dedication Area shall revert to Developer.
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(d) Sidewalk Widenine. Prior to issuance of a certificate of
occupancy, Developer shall, at its sole cost and expense, improve the portion of the
Property adjacent to the existing public sidewalk along Stewart Street, with hardscape
improvements in a manner that will create a pedestrian walkway at the same grade and of
similar or complimentary materials as the adjacent public sidewalk, as depicted on
Exhibit "G-2" attached hereto (such portion of the land area being referred to as the
"Sidewalk Area"). These hardscape improvements shall average five feet (5') in width,
with no portion of these improvements being less than three feet (3') in width. The
hardscape improvements shall be constructed in accordance with the current regulations
and codes governing the construction of public street improvements in the City. The
public use of the Sidewalk Area shall be: (i) consistent with the terms and conditions of
this Agreement; (ii) solely for pedestrian use of the Sidewalk Area by the public; and (iii)
compatible with Developer's development, use and enjoyment of the Project. No use
other than pedestrian use of the Sidewalk Area by the public shall be permitted on the
Sidewalk Area. Developer shall have the right to impose and enforce reasonable rules
and regulations regarding the use of the Sidewalk Area by the public subject to approval
by the City which approval shall not be unreasonably withheld. The Sidewalk Area will
not be dedicated to the City and the public shall obtain no easement or other rights to use
the Sidewalk Area, except for the limited permissive use set forth above.
(e) Contribution to Exno Station Enhancement at Bergamot
Station. On or before the issuance of a final Certificate of Occupancy for the project,
Developer shall make a transit infrastructure contribution to the City in an amount of
three hundred sixty three thousand two hundred dollars ($363,200.00). These funds shall
be used by the City to enhance the Expo Station at Bergamot Station.
(f) Parking_ District Mana ement. The City intends to develop
a parking district management program for the neighborhood surrounding the Property to
allow for the shared use of parking spaces in the Project and on other properties. If the
City implements a parking district management program that includes the Project site,
Developer will participate in such program in a commercially reasonable manner and
commensurate with the participation of the other projects that are within the parking
district.
(g) Shared Parkine. Developer shall make 200 parking spaces
available for public use during the hours of 7:00 p.m. through midnight Monday through
Friday and 7:00 a.m. to midnight on Saturday and Sunday. Developer shall continue to
make such parking spaces available to the public unless Developer reasonably determines
that the operation of such public parking service is not economically feasible, which
economic feasibility shall be subject to the reasonable review and approval of the
Planning Director. In addition, within one year after the final certificate of occupancy for
the Project is issued (and thereafter on each anniversary date of such survey), Developer
shall conduct a parking survey to determine the actual parking demand for the parking
garage in the Project during the hours of 7:00 a.m. to 7:00 p.m. Monday through Friday.
If the survey indicates that parking spaces in the Project can be made available for public
use during the period between 7:00 a.m. through 7:00 p.m. Monday through Friday
without interfering with the rights of tenants in the Project, then Developer shall use its
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Colorado Studios Development Agreement 8-1-1 l.doc
commercially reasonable efforts to make such excess parking spaces available for public
use during these hours. The use of the shared parking spaces shall be subject to the
reasonable rules and regulations established by Developer, subject to approval by the
City which approval shall not be unreasonably withheld.
(h) Internship. Developer shall cause the primary occupant of
the Project to provide at least two (2) internship positions to students who attend Santa
Monica College or who are residents of the City of Santa Monica.
(i) Local Hiring. Developer shall implement the local hiring
program set forth on Exhibit "F: '
(j) Sustainable Design Features. Developer shall retain the
services of an accredited professional to consult with Developer regarding inclusion of
sustainable design features for the Project. Developer shall design the Project so that, at a
minimum, the Project shall have the number of points that would be commensurate with
achieving a LEED® credits equivalent to a "Silver" certification under the LEED®
Rating System (the "Sustainable Design Status"). For purposes of clarity, Developer
shall design the Project in a manner that achieves the Sustainable Design Status ;
provided that Developer shall not be required to pay to the Green Building Certification
Institute the fees required to obtain a LEED® certificate.
(1) Developer shall confirm to the City that the design
for the Project has achieved the Sustainable Design Status in accordance with the
following requirements of this Section 2.7.2(j).
(2) Prior to the submission of plans for Architecture
Review Board review, Developer shall submit a preliminary checklist of anticipated
LEED® credits (that shall be prepared by the LEED® accredited professional) for review
by the City of Santa Monica Green Building Program Advisor, along with a narrative to
demonstrate that the Project is likely to achieve the Sustainable Design Status.
(3) As part of Developer's set of plans and documents
submitted to the City with Developer's application for building permits for the Project,
Developer shall also submit the LEED® Credits identified in clause (2) above (prepared
by the LEED® accredited professional) for review by the City's Green Building Program
Advisor to demonstrate that the Project is likely to achieve the Sustainable Design Status.
(4) Prior to issuance of a final Certificate of Occupancy
for the Project, the City's Green Building Program Advisor shall verify and approve
(which approval shall not be unreasonably withheld, conditioned or delayed) that the
LEED® Credits identified in clause (2) above (prepared by the LEED® accredited
professional) demonstrate that the Project is likely to achieve the Sustainable Design
Status. Developer shall meet with the City's Green Building Program Advisor at least 30
days prior to submitting the final LEED® Credits for the Advisor's approval, and during
such meeting Developer shall review the LEED® progress with the Advisor.
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(5) Notwithstanding the foregoing, if the City's Green
Building Program Advisor has not yet approved the LEED® Credits that demonstrate
that the constructed Project has achieved the Sustainable Design Status, the City shall
nonetheless issue a temporary Certificate of Occupancy for the Project (assuming that the
Project is otherwise entitled to receive a temporary Certificate of Occupancy). The
temporary Certificate of Occupancy shall be converted to a final Certificate of
Occupancy once the City's Green Building Program Advisor determines that the LEED®
Credits for the Project demonstrate that the constructed Project has achieved the
Sustainable Design Status.
(k) Interface with Expo Light Rail Svstem. Developer shall
install way-finding signage in the Project to direct pedestrians to the nearest Expo
Station. If the City has published standard specifications for Expo system way-finding
signage prior to the date that Developer obtains its certificate of occupancy for the
Project, then Developer shall cause such signage to conform to the published
specifications.
(1) Bicycle Sharine Area. Developer shall provide a
reasonable amount of space on the Stewart side of the Project, not to exceed six (6) feet
in depth and fifteen (15) feet in width, at a visible and accessible location on site which
is wmpatible with the operation of the Project, for a bicycle sharing program station in
conjunction with any bicycle sharing program instituted by the City or another operator.
Developer shall have the right to relocate the area made available for such bicycle sharing
station from time to time so long as the new location continues to be of a similar size and
reasonably located given the requirements of the bicycle sharing program: Developer
shall have no obligation to fund or operate any such program or to keep any space
available if no bicycle sharing system is implemented by the City or other operator for a
period of three years beyond the commencement of operations of Phase 2 of the
Exposition light-rail line into Santa Monica.
2.7.3 Prohibited Activities on the Public Use Areas. Nothing in this
Agreement shall give members of the public the right, without the prior written consent
of Developer, which consent maybe conditioned or withheld by Developer in
Developer's sole discretion, to engage in any other activity on the Pennsylvania Avenue
Extension, the Plaza Areas, the Sidewalk Area, areas within the cafe and all seating areas
(collectively, the "Public Use Areas") including, without limitation any of the following:
(i) cooking, dispensing or preparing food; (ii) selling any item or engaging in the
solicitation of money, signatures, or other goods or services; (iii) sleeping or staying
overnight; (iv) engaging in political or other demonstrations; (v) using sound amplifying
equipment; or (vi) engaging in any illegal, dangerous or other activity that Developer
reasonably deems to be inconsistent with other uses in the Project or with the use of the
Public Use Areas by other members of the public for the permitted purposes, such as
excessive noise or boisterous activity, bicycle or skateboard riding skating or similar
activity, being intoxicated, having offensive bodily hygiene, having shopping carts or
other wheeled conveyances (except for wheelchairs and baby strollers/carriages), and
Developer shall retain the right to cause persons engaging in such conduct to be removed
from the Project. Should any such persons refuse to leave the Project, they shall be
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Colorado Studios Development Agreement 8-1-1 l.doc
deemed to be trespassing and be subject to arrest in accordance with applicable law.
Developer shall be entitled to establish and post rules and regulations for use of the
Public Use Areas consistent with the foregoing. Nothing in this Agreement or in the
Project Plans shall be deemed to mean that the Public Use Areas are public parks or are
subject to legal requirements applicable to a public park or other public space: The
Public Use Areas shall remain the private property of Developer with members of the
public having only a license to occupy and use the Public Use Areas in a manner
consistent with this Section 2.
2.8 Traffic Demand Management and Mitieation.
2.8.1 Transportation Demand Mana ee ment. During operation of the
Project, Developer shall comply with the requirements of the Traffic Demand
Management Program set forth in Exhibit "J" attached hereto, but Developer shall only
be required to comply with those portions of SMMC section 9.16 et seq. expressly
provided for in Exhibit "J" attached hereto.
2.8.2 Traffic Management Association. During operation of the Project,
Developer shall form a Traffic Management Association in accordance with the
requirements set forth in Exhibit "J" attached hereto.
2.9 Parkin. All parking spaces in the Project shall be located in the
Subterranean Parking Garage as shown on the Project Plans subject to the review and
approval of the Strategic Transportation Planning Division. Notwithstanding anything to
the contrary contained in this Agreement or the Existing Regulations, the number of
parking spaces provided in the Project shall be not less than six hundred seventeen (617)
and not more than six hundred forty (640) spaces, including up to forty percent (40%)
compact parking spaces. This Agreement and the Project Plans set forth the exclusive
off-street parking requirements for the Project and supersede all other minimum space
parking requirements under the Existing Regulations, including without limitation Part
9.04.10.08 of the Zoning Ordinance.
2.10 Sienaee. The location, size, materials and color of any signage shall be
reviewed by the ARB in accordance with the procedures set forth. in Section 6.1. All
signs on the Property shall be subject to the Santa Monica Sign Code in effect as of the
Effective Date, a copy of which is attached to this Agreement as Exhibit "H".
Directional signs for vehicles shall be located at approaches to driveways as required by
the City's Strategic Transportation Planning Division.
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ARTICLE 3
CONSTRUCTION
3.1 Construction Mitigation Plan. During the construction phase of the
Project, Developer shall comply with the Construction Mitigation Plan attached as
Exhibit "I"hereto.
3.2 Construction Hours. Developer shall be permitted to perform construction
between the hours of 8:00 a.m. to 6:00 p.m. Monday through Friday, and 9:00 a.m. to
5:00 p.m. Saturday; provided that (a) concrete pours may begin at 7:00 a.m. Monday
through Friday and 8:00 a.m. Saturday and may continue until 10:00 p.m. Monday
through Saturday, as needed, subject to the conditions and public notice requirements set
forth in the Construction Mitigation Plan and the required after hours construction permit;
and (b) interior construction work which does not generate noise of more than thirty (30)
decibels beyond the Property line may also be performed between the hours of 7:00 a.m.
to 8:00 a.m. and 6:00 p.m. to 7:00 p.m. Monday through Friday, and 8:00 a:m. to 9:00
a.m. and 5:00 p.m. to 6:00 p.m. Saturday.
3.3 Outside Construction Start Date. If Developer has not commenced
construction of the Project by the "Outside Construction Start Date" (defined below),
then on the day after the Outside Construction Start Date, without any further action by
either Party, this Agreement shall automatically terminate and be of no further force or
effect. For purposes of clarity, if Developer has not commenced construction of the
Project by the Outside Construction Start Date, the City shall not be required to pursue its
remedies under Section 11.4 of this Agreement, and this Agreement shall, instead,
automatically terminate. "Outside Construction Start Date" means the date that is the
last day of the forty-eighth (48th) full calendar month after the Effective Date; provided
that the Outside Construction Start Date may be extended in accordance with the
remainder of this paragraph. If the approval by the ARB of the Project design does not
occur within four (4) months of the submittal by Developer to the ARB of the Project
design, then the Outside Construction Date shall be extended one month for each
additional month greater than four that the final ARB approval is delayed. At any time
after the last day of the forty-second (42nd) full calendar month after the Effective Date,
Developer may deliver written notice to the Planning Director, requesting an extension of
the Outside Construction Start Date for an additional twelve (12) months. The Planning
Director shall grant such extension if Developer can show reasonable cause why
Developer will not be able to commence construction of the Project by the initial Outside
Construction Start Date and can demonstrate that: (a) the condition of the Project land
will not adversely affect public health or safety and (b) the continued delay will not
create any unreasonable visual or physical detriment to the neighborhood.
3.4 Construction Period. Construction of the Project shall be subject to the
provisions of SMMC section 8.08.070.
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3.5 Damage or Destruction. [f the Project, or any part thereof, is damaged or
destroyed during the term of this Agreement, Developer shall be entitled to reconstruct
the Project in accordance with this Agreement if: (a) Developer obtains a building perrnit
for this reconstruction prior to the expiration of this Agreement and (b) the Project is
found to be consistent with the City's General Plan in effect at the time of obtaining the
building permit.
ARTICLE 4
PROJECT FEES, EXACTIONS, MITIGATION MEASURES
AND CONDITIONS
4.1 Fees, Exactions, Mitigation Measures and Conditions. Except as
expressly set forth in Section 4.2 (relating to modifications), Section 2.7 (relating to
Community Benefits), and Section 5.2 (relating to Subsequent Code Changes) below, the
City shall charge and impose only those fees, exactions, mitigation measures, conditions,
and standards of construction set forth in this Agreement, including Exhibits "C: ' "D;'
and "I" attached hereto, and no others. If any of the mitigation measures or conditions
set forth on Exhibit "D" is satisfied by others, Developer shall be deemed to have
satisfied such measures or conditions.
4.2 Conditions on Modifications. The City may impose fees, exactions,
mitigation measures and conditions in connection with its approval of Minor or Major
Modifications, provided that all fees, exactions; mitigation measures and conditions shall
be in accordance with this Agreement and applicable law.
4.3 Implementation of Mitigation Measures.
4.3.1 Compliance with Mitigation Measures and Conditions.
Developer shall be responsible for implementing the mitigation measures-set forth in
Section A of Exhibit "D" attached hereto, and Developer shall be responsible to adhere to
the conditions of approval set forth in Section B of Exhibit "D" in accordance with the
timelines established in Exhibit "D".
4.3.2 Survival of Mitigation Measures and Conditions If Developer
proceeds with the construction of the Project, except as otherwise expressly limited in
this Agreement, the obligations and requirements imposed by the mitigation measures
and conditions of approval set forth in the attached Exhibit "D" shall survive the
expiration of the Term of this Agreement and shall remain binding on Developer, its
successors and assigns, and shall continue in effect until released by the Planning
Director.
4.3.3 Possible Reimbursement for Traffic Signal. Mitigation measure
Tl (g) set forth in Section A of Exhibit "D" requires Developer to modify the traffic
signal at the intersection of Stewart Street and Olympic Boulevard. If the City approves
development of a new project at either (a) 2848-2912 Colorado Avenue or (b) 2930
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Colorado Studios Development Agreement 8-1-I l.doc
Colorado Avenue, then for each such approved project, the City shall seek to obtain from
the owner of the property one-third (1/3) of the actual costs paid by Developer to modify
the traffic signal (which shall be deemed to be such property owner's fair share
contribution toward the modification of the traffic signal as a traffic mitigation measure).
Promptly after receipt by the City of each such payment, if any, the City shall remit to
Developer an amount of funds equal to the payment received by the City.
ARTICLE 5
EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS
5.1 DeveloRment Standards for the Property; Existing Regulations. The
following development standards and restrictions set forth in this Section 5.1 govern the
use and development of the Project and shall constitute the Existing Regulations, except
as otherwise expressly required by this Agreement.
forth below:
5.1.1 Defined Terms. The following terms shall have the meanings set
(a) "Existing Regulations" collectively means all of the
following which are in force and effect as of the Effective Date: (i) the General Plan
(including, without limitation, the LUCE); (ii) the Zoning Ordinance (including the
provisions of the LMSD zone) except as modified herein; (iii) any and all ordinances,
rules, regulations, standards, specifications and official policies of the City governing,
regulating or affecting the demolition, grading, design, development, building,
construction, occupancy or use of buildings and improvements or any exactions
therefore, except as amended by this Agreement; and (iv) the development standards and
procedures in Section 2 of this Agreement.
(b) "Subsequent Code Changes" collectively means all of the
following which are adopted or approved subsequent to the Effective Date, whether such
adoption or approval is by the City Council, any department, division, office, board,
commission or other agency of the City, by the people of the City through charter
amendment, referendum, initiative or other ballot measure, or by any other method or
procedure: (i) any amendments, revisions, additions or deletions to the Existing
Regulations; or (ii) new codes, ordinances, rules, regulations, standards, specifications
and official policies of the City governing or affecting the grading, design, development,
construction, occupancy or use of buildings or improvements or any exactions therefor.
"Subsequent Code Changes" includes, without limitation, any amendments, revisions or
additions to the Existing Regulations imposing or requiring the payment of any fee,
special assessment or tax.
5.1.2 Existing Regulations Govern the Project. Except as provided in
Section 5.2, development of the Buildings and improvements that will comprise the
Project, including without limitation, the development standards for the demolition,
grading, design, development, construction, occupancy or use of such Buildings and
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improvements, and any exactions therefor, shall be governed by the Existing Regulations.
Any provisions of the Existing Regulations inconsistent with the provisions of this
Agreement, to the extent of such inconsistencies and not further, are hereby deemed
modified to that extent necessary to effectuate the provisions of this Agreement. The
Project shall be exempt from: (a) all Discretionary Approvals or review by the City or
any agency or body thereof, other than the matters of architectural review by the ARB as
specified in Section 6.1 and review of modifications to the Project as expressly set forth
in Sections 2.5.2 and 2.5.3; (b) the application of any subsequent local development or
building moratoria, development or building rationing systems or other restrictions. on
development which would adversely affect the rate, timing, or phasing of construction of
the Project, and (c) Subsequent Code Changes which are inconsistent with this
Agreement.
5.2 Permitted Subsequent Code Changes.
5.2.1 Applicable Subsequent Code Chanties. Notwithstanding the terms
of Section 5.1, this Agreement shall not prevent the City from applying to the Project the
following Subsequent Code Changes set forth below in this Section 5.2.1.
(a) Processing fees and charges imposed by the City to cover
the estimated actual costs to City or processing applications for development approvals
including: (i) all application, permit, and processing fees incurred for the processing of
this Agreement, any administrative approval of a Minor Modification, or any amendment
of this Agreement in connection with a Major Modification; (ii) all building plan check
and building inspection fees. for work on the Property in effect at the time an application
for a grading permit or building permit is applied for; and (iii) the public works plan
check fee and public works inspection fee for public improvements constructed and
installed by Developer and (iv) fees for monitoring compliance with any development
approvals, or any environmental impact mitigation measures; provided that such fees and
charges are uniformly imposed by the City at similar stages of project development on all
similar applications and for all similar monitoring.
(b) General or special taxes, including, but not limited to,
property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which
may be applied to the ProperCy or to businesses occupying the Property; provided that (i)
the tax is of general applicability City-wide and does not burden the Property
disproportionately to other similar developments within the City; and (ii) the tax is not a
levy, assessment, fee or tax imposed for the purpose of funding public or private
improvements on other property located within the Mixed Use Creative District (as
defined in the City's General Plan as of the Effective Date).
(c) Procedural regulations relating to hearing bodies, petitions,
applications, notices, documentation of findings, records, manner in which hearings are
conducted, reports, recommendations, initiation of appeals, and any other matters of
procedure; provided such regulations are uniformly imposed by the City on all matters,
do not result in any unreasonable decision-making delays and do not affect the
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substantive findings by the City in approving this Agreement or as otherwise established
in this Agreement.
(d) Regulations governing construction standards and
specifications which are of general application that establish standards for the
construction and installation of structures and associated improvements, including,
without limitation, the City's Building Code, Plumbing Code, Mechanical Code,
Electrical Code and Fire Code; provided that such construction standards and
specifications are applied on a City-wide basis and do not otherwise limit or impair the
Project approvals granted in this Agreement unless adopted to meet health and safety
concerns.
writing
(e) Any City regulations to which Developer has consented in
(f) Collection of such fees or exactions as are imposed and set
by governmental entities not controlled by City but which are required to be collected by
City.
(g) Regulations which do not impair the rights and approvals
granted to Developer under this Agreement. Forthe purposes of this Section 5.2.1(g),
regulations which impair Developer's rights or approvals include, but are not limited to,
regulations which (i) materially increase the cost of the Project (except as provided in
Section 5.2.1(a), (b), and (d) above) or (ii) which would materially delay development of
the Project.
5.2.2 New Rules and Regulations. This Agreement shall not be
construed to prevent the City from applying new rules, regulations and policies in those
circumstances specified in Government Code Section 65866.
5.2.3 State or Federal Laws. In the event that state or federal laws or
regulations, enacted after the Effective Date, prevent or preclude compliance with one or
more of the provisions of this Agreement, such provisions of this Agreement shall be
modified or suspended as may be necessary to comply with such state or federal laws or
regulations; provided that this Agreement shall remain in full force and effect to the
extent it is not inconsistent with such laws or regulations and to the extent such laws or
regulations do not render such remaining provisions impractical to enforce.
5.3 Common Set of Existine Resulations. Prior to the Effective Date, the City
and Developer shall use reasonable efforts to identify, assemble and copy three identical
sets of the Existing Regulations, to be retained by the City and Developer, so that if it
becomes necessary in the future to refer to any of the Existing Regulations, there will be
a common set of the Existing Regulations available to all Parties.
5.4 Conflictine Enactments. Except as provided in Section 5.2 above, any
Subsequent Code Change which would conflict in any way with or be more restrictive
than the Existing Regulations shall not be applied by the City to any part of the Property.
Developer may, in its sole discretion, give the City written notice of its election to have
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any Subsequent Code Change applied to such portion of the Property as it may own, in
which case such Subsequent Code Change shall be deemed to be an Existing Regulation
insofar as that portion of the Property is concerned. If there is any conflict or
inconsistency between the terms and conditions of this Agreement and the Existing
Regulations, the terms and conditions of this Agreement shall control.
5.5 Timing of Development. The California Supreme Court held in Pardee
Construction Co. v. City of Camarillo, 37 Ca1.3d 465 (1984), that failure of the parties in
that case to provide for the timing of development resulted in a later adopted initiative
restricting the timing of development to prevail over the such parties' agreement. It is the
intent of Developer and the City to cure that deficiency by expressly acknowledging and
providing that any Subsequent Code Change that purports to limit over time the rate or
timing of development or to alter the sequencing of development phases (whether
adopted or imposed by the City Council or through the initiative or referendum process)
shall not apply to the Property or the Project and shall not prevail over this Agreement.
In particular, but without limiting any of the foregoing, no numerical restriction shall be
placed by the City on the amount of total square feet of buildings or structures that can be
built each year on the Property.
ARTICLE 6
ARCHITECTURAL REVIEW BOARD AND LANDMARKS COMMISSION
6.1 Architectural Review Board Approval. The Project shall be subject to
review and approval or conditional approval by the ARB in accordance with design
review procedures in effect under the Existing Regulations. The ARB shall pay
particular attention to building transitions, and neighborhood compatibility, streetscape;
building form, stepbacks, scale and context in relation to Colorado Avenue and
residential uses to the north, and the Project's east elevation and the potential Roberts
Center project to the east. The ARB cannot require modifications to the building design
which negates the fundamental development standards established by this Agreement.
For example, the ARB cannot require reduction in the overall height of the buildings,
reduction in the number of stories in the buildings, reduction in density, or reduction in
floor area greater than two and one-half percent (2.5%), in the aggregate from both
buildings. Decisions of the ARB are appealable to the Planning Commission in
accordance with the Existing Regulations. ,
6.2 Exemption from Landmarks Commission Review . Notwithstanding
anything to the contrary contained in this Agreement or in the Existing Regulations,
unless the Vested Rights expire pursuant to Section 2.5:6 above, Developer shall be
exempt from, and not be required to obtain any further certification or other approval
under, Section 9.04.10.16.010(d) of the Zoning Code in connection with the demolition
of the existing buildings located on the Property.
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ARTICLE 7
CITY TECHNICAL PERMITS
7.1 Definitions. For purposes of this Agreement, the following terms shall
have the meanings set forth below:
7.1.1 "Technical City Permits" means any Ministerial Approvals,
consents or permits from the City or any office, board, commission, department, division
or agency of the City, which are necessary for the actual construction of the Project or
any portion thereof in accordance with the Project Site Plan and this Agreement.
Technical City Permits include, without limitation (a) building permits, (b) related
mechanical, electrical, plumbing and other technical permits, (c) demolition, excavation
and grading permits, (d) encroachment permits, and (e) temporary and final certificates of
occupancy.
7.1.2 "Technical Permit Applications" means any applications
required to be filed by Developer for any Technical City Permits.
7.2 Diligent Action by City.
7.2.1 Upon satisfaction of the conditions set forth in Section 7.3, the
City shall accept the Technical Permit Applications filed by Developer with the City and
shall diligently proceed to process such Technical Permit Applications to completion.
7.2.2 Upon satisfaction of the conditions set forth in Section 7.3, the
City shall diligently issue the Technical City Permits which are the subject of the
Technical Permit Applications.
7.3 Conditions for Diligent Action by the City.
7.3.1 Acceptance and Processing of Technical Permit Applications: The
obligation of the City to accept and diligently process the Technical Permit Applications
which are filed by Developer, and then issue the Technical City Permits, is subject to the
satisfaction of the following conditions:
(a) Developer shall have completed and filed all Technical
Permit Applications which are required under the administrative procedures and policies
of the City which are in effect on the date when the Technical Permit Application is filed;
provided that such procedures and policies are uniformly in force and effect throughout
the City;
(b) Developer shall have paid all processing and permit fees
established by the City in connection with the filing and processing of any Technical
Permit Application which are in effect on the date when the Technical Permit Application
is filed; provided that such fees are uniformly in force and effect throughout the City; and
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(c) If required for the particular Technical Permit Application,
Developer shall have obtained the approval of the ARB referred to in Section 6.1 above.
7.3.2 Issuance of a Technical City Permit. The obligation of the City to
issue a Technical City Permit which is the subject of a Technical Permit Application filed
by Developer is subject to the satisfaction of the following conditions (and only such
conditions and no others):
(a) Developer shall have complied with all of its obligations
under this Agreement which are required to be performed prior to or concurrent with the
issuance of the Technical City Permits for the proposed Buildings;
(b) Developer shall have received any permits or approvals
from other governmental agencies which are required by law to be issued prior to or
concurrent with the issuance of the Technical City Permits for the proposed Buildings;
(c) The proposed Buildings conform to the development
.standards for such Buildings established in this Agreement. In the event that a proposed
Building is not in conformance with the development standards, Developer shall have the
right to seek any relief from such standards under the procedures then available in the
City; and
(d) The proposed Buildings conform to the Administrative and
Technical Construction Codes of the City (Article VIII, Chapter 1 of the Santa Monica
Municipal Code) (the "Technical Codes") in effect on the date that the Technical Permit
Application is filed .
7.3.3 New Technical Requirements. From time to time, the City's
Technical Codes are amended to meet new technical requirements related to techniques
of building and construction. If the sole means of achieving compliance for the Project
with such revisions to the Technical Codes made after the Effective Date ("New
Technical Requirements") would require an increase from the allowable Building
Height established in this Agreement for the Project, then the Planning Director is hereby
authorized to grant Developer limited relief from the allowable Building Height without
amending this Agreement if the requested relief is in compliance with the City's General
Plan. Any such approval shall be granted only after the Planning Director's receipt of a
written request for such relief from Developer. Developer is required to supply the
Planning Director with written documentation of the fact that compliance with the New
Technical Requirements cannot be achieved by some other method. Any such relief shall
only be granted to the extent necessary in the Planning Director's determination for
Developer to comply with the New Technical Requirements.
7.4 Duration of Technical City Permits. The duration of Technical City
Permits issued by the City, and any extensions of the time period during which such
Technical City Permits remain valid, shall be established in accordance with the
Technical Codes in effect at the time that the Technical City Permits are issued. Subject
to the terms of the next sentence, the lapse or expiration of a Technical City Permit shall
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to the terms of the next sentence, the lapse or expiration of a Technical City Permit shall
not preclude or impair Developer from subsequently filing another Technical Permit
Application for the same matter during the Term of this Agreement, which shall be
processed by the City in accordance with the provisions of this Article 7.
Notwithstanding anything to the contrary in this Agreement, if Developer obtains
building permits for the Project and, at any time after the Outside Construction Start
Date, such building permits expire or are revoked pursuant to the applicable terms of the
SMMC (as the same may be amended from time to time), then Developer may not
subsequently apply for new building permits for the Project without first obtaining the
prior written consent of the Planning Director, which maybe granted or withheld in the
Planning Director's sole discretion.
7.5 Demolition Permits. Developer shall demolish the existing improvements
on the Property in a single phase. Developer shall be exempt from the requirements of
Sections 9.04.10.16.010(a)(2) of the Zoning Ordinance (which would otherwise require
Developer to obtain a permit to commence construction of a replacement project.
7.6 Encroachment Permit. Upon satisfaction of the conditions set forth in
Section 7.3, and otherwise in accordance with the requirements of SMMC Section 7.06,
the City shall grant an encroachment permit and other required permits to allow the
subterranean portion of the Project to encroach approximately six feet (6') beneath the
public right of way (i.e. the area below Stewart Street, and the sidewalk and/or parkway
adjacent thereto). SMMC section 7.06.330(b) shall not apply to the encroachment by the
Project. For purposes of clarity, other than standard encroachment permit fees,
Developer shall not be required to pay to the City any additional consideration for the
encroachment. All existing improvements within the public right of way that become
affected by Developer's work within the encroachment area shall be relocated or replaced
at Developer's sole cost and expense and in a manner acceptable to the City. Developer
shall be responsible for continuous operation of adequate street lighting and any other
affected utility lines throughout the entire construction phase.
ARTICLE 8
AMENDMENT AND MODIFICATION
8.1 Amendment and Modification of Development Agreement. Subject to the
notice and hearing requirement of the applicable Development Agreement Statutes, this
Agreement may be modified or amended from time to time only with the written consent
ofDeveloper and the City or their successors and assigns in accordance with the
provisions of the SMMC and Section 65868 of the Government Code.
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ARTICLE 9
TERM
9.1 Effective Date. This Agreement shall be dated, and the obligations of the
Parties hereunder shall be effective as of the date upon which the ordinance approving
this Agreement becomes effective (the "Effective Date"). The Parties shall execute this
Agreement within ten (10) working days of the Effective Date.
9.2 Term.
9.2.1 Term of Agreement. The term of this Agreement shall commence
on the Effective Date and shall continue for fifteen (15) years thereafter (the "Term"),
unless the Term is otherwise terminated pursuant to Section 11.4, after the satisfaction of
all applicable public hearing and related procedural requirements or pursuant to Section
3.3.
9.2.2 Termination Certificate. Upon termination of this Agreement, the
Parties hereto shall execute an appropriate certificate of termination in recordable form (a
"Termination Certificate"), which shall be recorded in the official records of Los
Angeles County.
ARTICLE 10
PERIODIC REVIEW OF COMPLIANCE
10.1 City Review. The City shall review compliance with this Development
Agreement once each year, on or before each anniversary of the Effective Date (each, a
"Periodic Review"), in accordance with this Section 10 in order to determine whether or
not Developer is out-of-compliance with any specific term or provision of this
Agreement. .
10.2 Evidence of Good Faith Compliance. At least sixty (60) days prior to the
applicable anniversary date, Developer shall deliver to the City a written report
demonstrating that Developer has been in good faith compliance with this Agreement
during the twelve (12) month period prior to the anniversary of the Effective Date. For
purposes of this Agreement, the phrase "good faith compliance" shall mean the
following: (a) compliance by Developer with the requirements of the Existing
Regulations, except as otherwise modified by this Agreement; (b) compliance by
Developer with the terms and conditions of this Agreement, subject to the existence of
any specified Excusable Delays (as defined in Section 15.8 below) which prevented or
delayed the timely performance by Developer of any of its obligations under this
Agreement.
10.3 Information to be Provided to Developer. The City shall deliver to
Developer a copy of all staff reports prepared in connection with a Periodic Review,
written comments from the public and, to the extent practical, all related exhibits
concerning such Periodic Review. If the City delivers to Developer a Notice of Breach
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pursuant to Section 11.1 below, the City shall concurrently deliver to Developer a copy of
all staff reports prepared in connection with such Notice of Breach, all written comments
from the public and all related exhibits concerning such Notice of Breach.
10.4 Notice of Breach; Cure Riehts. If during any Periodic Review, the City
reasonably concludes on the basis of substantial evidence that Developer has not
demonstrated that it is in good faith compliance with this Agreement, then the City may
issue and deliver to Developer a written Notice of Breach pursuant to Section 11.1 below,
and Developer shall have the opportunity to cure the default identified in the Notice of
Breach during the cure periods and in the manner provided by Section 11.2 and Section
11.3, as applicable.
10.5 Failure of Periodic Review. The City's failure to review at least annually
compliance by Developer with the terms and conditions of this Agreement shall not
constitute or be asserted by any Party as a breach by any other Party of this Agreement.
10.6 Termination of Development Agreement. If Developer fails to timely cure
any item(s) ofnon-compliance set forth in a Notice of Default, then the City shall have
the right but not the obligation to initiate proceedings for the purpose of terminating this
Agreement pursuant to Section 11.4 below.
10.7 City Cost Recovery. Following completion of each Periodic Review,
Developer shall reimburse the City for its actual and reasonable costs incurred in
connection with such review.
ARTICLE 11
DEFAULT
11.1 Notice and Cure.
11.1.1 Breach. [f either Party fails to substantially to perform any term,
covenant or condition of this Agreement which is required on its part to be performed (a
"Breach"), the non-defaulting Party shall have those rights and remedies provided in this
Agreement; provided that such non-defaulting Party has first sent a written notice of
Breach (a "Notice of Breach"), in the manner required by Section 15.1, specifying the
precise nature of the alleged Breach (including references to pertinent Sections of this
Agreement and the Existing Regulations or Subsequent Code Changes alleged to have
been breached), and the manner in which the alleged Breach may satisfactorily be cured.
If the City alleges a Breach by Developer, the City shall also deliver a copy of the Notice
of Breach to any Secured Lender of Developer which has delivered a Request for Notice
to the City in accordance with Section 12.
11.1.2 Monetary Breach. In the case of a monetary Breach by
Developer, Developer shall promptly commence to cure the identified Breach and shall
complete the cure of such Breach within thirty (30) business days after receipt by
Developer of the Notice of Breach; provided that if such monetary Breach is the result of
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an Excusable Delay or the cure of the same is delayed as a result of an Excusable Delay,
Developer shall deliver to the City reasonable evidence of the Excusable Delay.
11.1.3 Non-Monetary Breach. In the case of anon-monetary Breach
by either Party, the alleged defaulting Party shall promptly commence to cure the
identified Breach and shall diligently prosecute such cure to completion; provided that
the defaulting Party shall complete such cure within thirty (30) days after receipt of the
Notice of Breach or provide evidence of Excusable Delay that prevents or delays the
completion of such cure. The thirty (30) day cure period for anon-monetary Breach shall
be extended as is reasonably necessary to remedy such Breach; provided that the alleged
defaulting Party commences such cure promptly after receiving the Notice of Breach and
continuously and diligently pursues such remedy at all times until such Breach is cured.
11.1.4 Excusable Delav. Notwithstanding anything to the contrary
contained in this Agreement, the City's exercise of any of its rights or remedies under this
Article 11 shall be subject to the provisions regarding Excusable Delay in Section 15.8
below.
11.2 Remedies for Monetary Default: If there is a Breach by Developer in the
performance of any of its monetary obligations under this Agreement which remains
uncured (a) thirty (30) business days after receipt by Developer of a Notice of Breach
from the City and (b) after expiration of Secured Lender's Cure Period under Section
12.1 (if a Secured Lender of Developer has delivered a Request for Notice to the City in
accordance with Section 12.1), then an "Event of Monetary Default" shall have
occurred by Developer and the City shall have available any right or remedy provided in
this Agreement, at law or in equity. All of said remedies shall be cumulative and not
exclusive of one another, and the exercise of any one or more of said remedies shall not
constitute a waiver or election in respect to any other available remedy. At any
subsequent modification or termination hearing held by the City in accordance with
Section 11.4, this Event of Monetary Default shall be conclusively presumed to have
occurred and not be subject to challenge at this hearing.
11.3 Remedies for Non-Monetary Default.
11.3.1 Remedies of Parties. If any Party receives a Notice of Breach
from the other Party regarding anon-monetary Breach, and the non-monetary Breach
remains uncured: (a) after expiration of all applicable notice and cure periods; and (b) in
the case of a Breach by Developer, after the expiration of Secured Lender's Cure Period
under Section 12.1 (if a Secured Lender of Developer has delivered a Request for Notice
to the City in accordance with Section 12.1), then an "Event of Non-Monetary Default"
shall have occurred and the non-defaulting Party shall have available any right or remedy
provided in this Agreement, or provided at law or in equity except as prohibited by this
Agreement. All of said remedies shall be cumulative and not exclusive of one another,
and the exercise of any one or more of said remedies shall not constitute a waiver or
election in respect to any other available remedy.
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11.3.2 Specific 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 if the other Party causes an Event ofNon-Monetary
Default to occur.
11.3.3 Writ of Mandate. The City and Developer hereby stipulate that
Developer shall be entitled to obtain relief in the form of a writ of mandate in accordance
with Code of Civil Procedure Section 1085 or Section 1094.5, as appropriate, to remedy
any Event ofNon-Monetary Default by the City of its obligations and duties under this
Agreement. Nothing in this Section 11.3.3, however, is intended to alter the evidentiary
standard or the standard of review applicable to any action of, or approval by, the City
pursuant to this Agreement or with respect to the Project.
11.3.4 No Dama¢es Relief Against City. It is acknowledged by
Developer 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 Developer and Developer covenants on behalf of itself
and its successors in interest not to sue for or claim any damages:
(a) for any default under this Agreement;
(b) for the regulatory taking, impairment or restriction of any
right or interest conveyed or provided hereunder or pursuant hereto; or
(c) 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 Developer agree that the provisions of this Section 11.3.4 do not apply for
damages which:
(a) do not arise under this Agreement;
(b) are not with respect to any right or interest conveyed or
provided under this Agreement or pursuant to this Agreement; or
(c) do not arise out of or which are not connected to any
dispute, controversy, or issue regarding the application, interpretation, or effect of the
provisions of this Agreement or the application of any City rules, regulations, or official
policies.
11.3.5 Enforcement by the Citv. The City; at its discretion, shall be
entitled to apply the remedies set forth in Chapters 1.09 and 1.10 of the SMMC as the
same may be amended from time to time
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11.3.6 No Dama eg s Against Developer. It is acknowledged by the
City that Developer would not have entered into this Agreement if Developer 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, Developer
shall not be liable in damages to the City for any nonmonetary default and the City
covenants on behalf of itself not to sue for or claim any damages:
issue regarding;
(a) for any non-monetary default hereunder or;
(b) arising out of or connected with any dispute, controversy or
(c) the application or interpretation or effect of the provisions
of this Agreement.
The City and Developer agree that the provisions of this Section 11.3.6 do not apply for
damages which:
(a) are for a monetary default; or
(b) 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.
11.3.7 No Other Limitations. Except as expressly set forth in this
Section 11.3, the provisions of this Section 11.3 shall not otherwise limit any other rights,
remedies, or causes of action that either the City or Developer may have at law or equity
after the occurrence of any Event ofNon-Monetary Default.
11.4 Modification or Termination of Agreement b~City.
11.4.1 Default by Developer. If Developer causes either an Event of
Monetary Default or an Event ofNon-Monetary Default, then the City may commence
proceedings to modify or terminate this Agreement pursuant to this Section 11.4.
11.4.2 Procedure for Modification or Termination. The procedures
for modification or termination of this Agreement by the City for the grounds set forth in
Section 11.4.1 are as follows:
(a) The City shall provide a written notice to Developer (and to
any Secured Lender of Developer which has delivered a Request for Notice to the City in
accordance of Section 12.1) of its intention to modify or terminate this Agreement unless
Developer (or the Secured Lender) cures or corrects the acts or omissions that constitute
the basis of such determinations by the City (a "Hearing Notice"). The Hearing Notice
shall be delivered by the City to Developer in accordance with Section 15.1 and shall
contain the time and place of a public hearing to be held by the City Council on the
determination of the City to proceed with modification or termination of this Agreement.
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The public hearing shall not be held earlier than: (i) thirty-one (31) days after delivery of
the Hearing Notice to Developer or (ii) if a Secured Lender has delivered a Request for
Notice in accordance with Section 12.1, the day following the expiration of the "Secured
Lender Cure Period" (as defined in Section 12.1).
(b) If, following the conclusion of the public hearing, the City
Council: (i) determines that an Event ofNon-Monetary Default has occurred or the
Developer has not been in good faith compliance with this Agreement pursuant to
Section 10.1, as applicable and (ii) further determines that Developer (or the Secured
Lender, if applicable) has not cured (within the applicable cure periods) the acts or
omissions that constitute the basis of the determination under clause (i) above or if those
acts or omissions could not be reasonably remedied prior to the public hearing that
Developer (or the Secured Lender) has not in good faith commenced to cure or correct
such acts or omissions prior to the public hearing or is not diligently and continuously
proceeding therewith to completion, then upon making such conclusions, the City
Council may modify or terminate this Agreement. The City cannot unilaterally modify
the provisions of this Agreement pursuant to this Section 11.4. Any such modification
requires the written consent of Developer. If the City Council does not terminate this
Agreement, but proposes a modification to this Agreement as a result of the public
hearing and Developer does not (within five (5) days of receipt) execute and deliver to
the City the form of modification of this Agreement submitted to Developer by the City,
then the City Council may elect to terminate this Agreement at any time after the sixth
day after Developer's receipt of such proposed modification.
11.5 .Cessation of Riehts and Obli a¢ tions. If this Agreement is terminated by
the City pursuant to and in accordance with Section 11.4, the rights, duties and
obligations of the Parties under this Agreement shall cease as of the date of such
termination, except only for those rights and obligations that expressly survive the
termination of this Agreement. In such event, any and all benefits, including money
received by the City prior to the date of termination, shall be retained by the City.
11.6 Completion of Imnrovements. Notwithstanding the provisions of
Sections 11.2, 11.3, 11.4, and 11.5, if prior to termination of this Agreement, Developer
has performed substantial work and incurred substantial liabilities in good faith reliance
upon a building permit issued by the City, then Developer shall have acquired a vested
right to complete construction of the Buildings in accordance with the terms of the
building permit and occupy or use each such Building upon completion for the uses
permitted for that Building as provided in this Agreement. Any Building completed or
occupied pursuant to this Section 11.6 shall be considered legal non-conforming subject
to all City ordinances standards and policies as they then exist governing legal non-
conforming buildings and uses unless the Building otherwise complies with the property
development standards for the district in which it is located and the use is otherwise
permitted or conditionally permitted in the district.
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ARTICLE 12
MORTGAGEES
12.1 Encumbrances on the Property. This Agreement shall not prevent or limit
Developer (in its sole discretion), from encumbering the Property (in any manner) or any
portion thereof or any improvement thereon by any mortgage, deed of trust, assignment
of rents or other security device securing financing with respect to the Property (a
"Mortgage"). Each mortgagee of a mortgage or a beneficiary of a deed of trust .(each, a
"Secured Lender") on the Property shall be entitled to the rights and privileges set forth
in this Article 12. Any Secured Lender may require from the City certain interpretations
of this Agreement. The City shall from time to time, upon request made by Developer,
meet with Developer and representatives of each of its Secured Lenders to negotiate in
good faith any Secured Lender's request for interpretation of any part of this Agreement.
The City will not unreasonably withhold, condition or delay the delivery to a Secured
Lender of the City's written response to any such requested interpretation.
12.1.1 Mortgage Not Rendered Invalid. Except as provided in Section
12.1.2, neither entering into this Agreement nor a Breach of this Agreement, nor any
Event of Monetary Default nor any Event ofNon-Monetary Default shall defeat, render
invalid, diminish, or impair the lien of any Mortgage made in good faith and for value.
12.1.2 Priority of Agreement. This Agreement shall be superior and
senior to the lien of any Mortgage. Any acquisition or acceptance of title or any right or
interest in or with respect to the Property or any portion thereof by a Secured Lender or
its successor in interest (whether pursuant to foreclosure, trustee's sale, deed in lieu of
foreclosure, lease termination or otherwise) shall be subject to all of the terms and
conditions of this Agreement.
12.1.3 Right of Secured Lender to Cure Default.
(a) A Secured Lender may give notice to the City, specifying
the name and address of such Secured Lender and attaching thereto a true and complete
copy of the Mortgage held by such Secured Lender, specifying the portion of the
Property that is encumbered by the Secured Lender's lien (a "Request for Notice"). If
the Request for Notice shall be given, at the same time the City sends to Developer any
Notice of Breach or Hearing Notice under this Agreement, then if such Notice of Breach
or Hearing Notice affects the portion of the Property encumbered by the Secured
Lender's lien, the City shall send to such Secured Lender a copy of each such Notice of
Breach and each such Hearing Notice from the City to Developer. The copy of the
Notice of Breach or the Hearing Notice sent to the Secured Lender pursuant to this
Section 12.1.3(a) shall be addressed to such Secured Lender at its address last furnished
to the City. The period within which a Secured Lender may cure a particular Event of
Monetary Default or Event ofNon-Monetary Default shall not commence until the City
has sent to the Secured Lender such copy of the applicable Notice of Breach or Hearing
Notice.
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(b) After a Secured Lender has received a copy of such Notice
of Default or Hearing Notice, such Secured Lender shall thereafter have a period of time
(in addition to any notice and/or cure period afforded to Developer under this Agreement)
equal to: (a) ten (10) days in the case of any Event of Monetary Default and (b) thirty
(30) days in the case of any Event ofNon-Monetary Default, during which period the
Secured Lender may provide a remedy or cure of the applicable Event of Monetary
Default or may provide a remedy or cure of the applicable Event ofNon-Monetary
Default; provided that if the cure of the Event ofNon-Monetary Default cannot
reasonably be completed within thirty days, Secured Lender may, within such 30-day
period, commence to cure the same and thereafter diligently prosecute such cure to
completion (a "Secured Lender's Cure Period"). If Developer has caused an Event of
Monetary Default or an Event ofNon-Monetary Default, then each Secured Lender shall
have the right to remedy such Event of Monetary Default or an Event ofNon-Monetary
Default, as applicable, or to cause the same to be remedied prior to the conclusion of the
Secured Lender's Cure Period and otherwise as herein provided. The City shall accept
performance by any Secured Lender of any covenant, condition, or agreement on
Developer's part to be performed hereunder with the same force and effect as though
performed by Developer.
(c) The period of time given to the Secured Lender to cure any
Event of Monetary Default or an Event ofNon-Monetary Default by Developer which
reasonably requires that said Secured Lender be in possession of the Property to do so,
shall be deemed extended to include the period of time reasonably required by said
Secured Lender to obtain such possession (by foreclosure, the appointment of a receiver
or otherwise) promptly and with due diligence; provided that during such period all other
obligations of Developer under this Agreement, including, without limitation, payment of
all amounts due, are being duly and promptly performed.
12.1.4 Secured Lender Not Oblieated Under this Agreement.
(a) No Secured Lender shall have any obligation or duty under
this Agreement to perform the obligations of Developer's or the affirmative covenants of
Developer's hereunder or to guarantee such performance unless and until such time as a
Secured Lender takes possession or becomes the owner of the estate covered by its
Mortgage. If the Secured Lender takes possession or becomes the owner of any portion
of the Property, then from and after that date, the Secured Lender shall be obligated to
comply with all provisions of this Agreement; provided that the Secured Lender shall not
be responsible to the City for any unpaid monetary obligations of Developer that accrued
prior Yo the date the Secured Lender became the fee owner of the Property.
(b) Nothing in Section 12.1.4(a) is intended, nor should be
construed or applied, to limit or restrict in any way the City's authority to terminate this
Agreement, as against any Secured Lender as well as against Developer if any curable
Event of Monetary Default or an Event ofNon-Monetary. Default is not completely cured
within the Secured Lender's Cure Period.
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Colorado Studios Development Agreement 8-1-1 l.doc
ARTICLE 13
TRANSFERS AND ASSIGNMENTS
13.1 Transfers and Assienments.
13.1.1 Not Severable from Ownership Interest in Property. This
Agreement shall not be severable from Developer's interest in the Property and any
transfer of the Propertyor any portion thereof shall automatically operate to transfer the
beneftts and burdens of this Agreement with respect to the transferred Property or
transferred portions, as applicable.
13.1.2 Transfer Rights. Developer may freely sell; transfer, exchange,
hypothecate, encumber or otherwise dispose of its interest in the Property, without the
consent of the City. Developer shall, however, give written notice to the City, in
accordance with Section 15.1, of any transfer of the Property, disclosing in such notice
(a) the identity of the transferee of the Property (the "Property Transferee") and (b) the
address of the Property Transferee as applicable.
13.2 Release Upon Transfer. Upon the sale, transfer, exchange or
hypothecation of the rights and interests of Developer to the Property, Developer shall be
released from its obligations under this Agreement to the extent of such sale, transferor
exchange with respect to the Property if : (a) Developer has provided written notice of
such transfer to City; and (b) the Property Transferee executes and delivers to City a
written agreement in which the Property Transferee expressly and unconditionally
assumes all of the obligations of Developer under this Agreement with respect to the
Property in the form of Exhibit "K" attached hereto (the "Assumption Agreement").
Upon such transfer of the Property and the express assumption of Developer's obligations
under this Agreement by the transferee, the City agrees to look solely to the transferee for
compliance with the provisions of this Agreement. Any such transferee shall be entitled
to the benefits of this Agreement as "Developer" hereunder and shall be subject to the
obligations of this Agreement. Failure to deliver a written Assumption Agreement
hereunder shall not affect the transfer of the benefits and burdens as provided in Section
13.1, provided that the transferor shall not be released from its obligations hereunder
unless and until the executed Assumption Agreement is delivered to the City.
ARTICLE 14
INDEMNITY TO CITY
14.1 Indemnity. Developer agrees to and shall defend, indemnify and hold
harmless the City, its City Council, boards and commissions, officers, agents, employees,
volunteers and other representatives (collectively referred to as "City Indemnified
Parties") from and against any and all loss, liability, damages, cost, expense, claims,
demands, suits, attorney's fees and judgments (collectively referred to as "Damages"),
including but not limited to claims for damage for personal injury (including death) and
claims for property damage arising directly or indirectly from the following: (1) for any
actor omission of Developer or those of its officers, board members, agents, employees,
32
Colorado Studios Development Agreement 8-1-1 l.doc
volunteers, contractors, subcontractors or other persons acting on its behalf (collectively
referred to as the "Developer Parties") which occurs during the Term and relates to this
Agreement; (2) for any actor omission related to the operations of Developer Parties,
including but not limited to the maintenance and operation of areas on the Property
accessible to the public. Developer's obligation to defend, indemnify and hold harmless
applies to all actions and omissions of Developer Parties as described above caused or
alleged to have been caused in connection with the Project or Agreement, except to the
extent any Damages are caused by the active negligence or willful misconduct of any
City Indemnified Parties. This Section 14.1.1 applies to all Damages suffered or alleged
to have been suffered by the City Indemnified Parties regardless of whether or not the
City prepared, supplied or approvedplans or specifications or both for the Project.
14.2 Cit,,~ght to Defense. The City shall have the right to approve legal
counsel retained by Developer to defend any claim, action or proceeding which
Developer is obligated to defend pursuant to Section 14.1.1, which approval shall not be
unreasonably withheld, conditioned or delayed. If any conflict of interest results during
the mutual representation of the City and Developer in defense of any such action, or if
the City is reasonably dissatisfied with legal counsel retained by Developer, the City shall
have the right (a) at Developer's costs and expense, to have the City Attorney undertake
and continue the City's defense, or (b) with Developer's approval, which shall not be
reasonably withheld or delayed, to select separate outside legal counsel to undertake and
continue the City's defense.
ARTICLE 15
GENERAL PROVISIONS
15.1 Notices. Formal notices, demands and communications between the
Parties shall be deemed sufficiently given if delivered to the principal offices of the City
or Developer, as applicable, by (i) personal service, or (ii) express mail, Federal Express,
or other similar overnight mail or courier service, regularly providing proof of delivery,
or (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv)
facsimile (provided that any notice delivered by facsimile is followed by a separate notice
sent within twenty-four (24) hours after the transmission by facsimile delivered in one of
the other manners specified above). Such notice shall be addressed as follows:
To City:
City of Santa Monica
1685 Main Street, Room 204
Santa Monica, CA 90401
Attention: City Manager
Fax: (310) 917-6640
33
Colorado Studios Development Agreement 8-1-1 l.doc
With a Copes:
City of Santa Monica
1685 Main Street, Room 212
Santa Monica, CA 90401
Attn: Planning and Community. Development Director
Fax: (310) 458-3380
To Developer:
Colorado Creative Studios LLC
5446 Cleon Avenue
North Hollywood, California 91601
Attn: Jack Walter
Fax: (818) 342-5859
With a Co~~to:
Armbruster Goldsmith & Delvac LLP
11611 San Vicente Blvd., Suite 900
Los Angeles, California 90049
Attention: Dale Goldsmith, Esq.
Fax: (310) 209-8801
Notice given in any other manner shall be effective when received by the addressee. Any
Party may change the addresses for delivery of notices to such Party by delivering notice
to the other Party in accordance with this provision.
15.2 Entire Agreement; Conflicts. This Agreement represents the entire
agreement of the Parties. This Agreement 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. Should any or all of the provisions of this Agreement
be found to be in conflict with any other provision or provisions found in the Existing
Regulations, then the provisions of this Agreement shall prevail. Should any of the
Conditions of Approval set forth in Section B of Exhibit "D" attached hereto conflict
with any of the Mitigation Measures set forth in Section A of Exhibit "D" attached
hereto, the more stringent or exacting requirement shall control.
15.3 Bindin Effect. The Parties intend that the provisions of this Agreement
shall constitute covenants which shall run with the land comprising the Property during
the Term for the benefit thereof and that the burdens and benefits thereof shall bind and
inure to the benefit of all successors-in-interest to the Parties hereto. Every Party who
now or hereafter owns or acquires any right, title, or interest in or to any portion of the
Project during the Term is and shall be conclusively deemed to have consented and
agreed to every provision contained herein, to the extent relevant to said right, title or
34
Colorado Studios Development Agreement 8-1-I l.doc
interest, whether or not any reference to this Agreement is contained in the instrument by
which such person acquired an interest in the Project.
15.4 Agreement Not for Benefit of Third Parties. This Agreement is made and
entered into for the sole protection and benefit of Developer and the City and their
respective successors and assigns. No other person shall have any right of action based
upon any provision of this Agreement.
15.5 No Partnership or Joint Venture. Nothing in this Agreement shall be
deemed to create a partnership or joint venture between the City and Developer or to
render either Party liable in any manner for the debts or obligations of the other.
15.6 Estoppel Certificates. Either Party may, at any time, and from time to
time, deliver written notice to the other Party requesting such Parry to certify in writing
(each, an "Estoppel Certificate"): (a) that this Agreement is in full force and effect, (b)
that this Agreement has not been amended or modified either orally or in writing, or if so
amended, identifying the amendments, (c) whether or not, to the knowledge of the
responding Party, the requesting Party is in Breach or claimed Breach in the performance
of its obligations under this Agreement, and, if so, describing the nature and amount of
any such Breach or claimed Breach, and (d) whether or not, to the knowledge of the
responding Party, any event has occurred or failed to occur which, with the passage of
time or the giving of notice, or both, would constitute an Event of Monetary Default or an
Event ofNon-Monetary Default and, if so, specifying each such event. A Party receiving
a request for an Estoppel Certificate shall execute and return such Certificate within thirty
(30) days following the receipt of the request therefor. If the party receiving the request
hereunder does not execute and return the certificate in such 30-day period and if
circumstances are such that the Party requesting the notice requires such notice as a
matter of reasonable business necessity, the Party requesting the notice may seek a
second request which conspicuously states "FAILURE TO EXECUTE THE
REQUESTED ESTOPPEL CERTIFICATE WITHIN FIFTEEN (15) DAYS SHALL BE
DEEMED WAIVER PURSUANT TO SECTIONS 15.6 AND 15.13 OF THE
DEVELOPMENT AGREEMENT" and which sets forth the business necessity for a
timely response to the estoppel request. If the Party receiving the second request fails Yco
execute the Estoppel Certificate within such 15-day period, it shall be conclusively
deemed that the Agreement is in full force and effect and has not been amended or
modified orally or in writing, and that there are no uncured defaults under this Agreement
or any events which, with passage of time of giving of notice, of both, would constitute a
default under the Agreement. The City Manager shall have the right to execute any
Estoppel Certificate requested by Developer under this Agreement. The City
acknowledges that an Estoppel Certificate may be relied upon by any Property
Transferee, Secured Lender or other party.
15.7 Time. Time is of the essence for each provision of this Agreement of
which time is an element.
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Colorado Studios Development Agreement 8-1-1 l.doc
15.8 Excusable Delays.
15.8.1 In addition to any specific provisions of this Agreement, non-
performance by Developer of its obligations under this Agreement shall be excused when
it has been prevented or delayed in such performance by reason of any act, event or
condition beyond the reasonable control of Developer (collectively, "Excusable Delays")
for any of the following reasons:
(a) War, insurrection, walk-outs, riots, acts of terrorism,
floods, earthquakes, fires, casualties, acts of God, or similar grounds for excused
performances;
(b) Governmental restrictions or moratoria imposed by the City
or by other governmental entities or the enactment of conflicting State or Federal laws or
regulations;
(c) The imposition of restrictions or moratoria by judicial
decisions or by litigation, contesting the validity, or seeking the enforcement or
clarification of, this Agreement whether instituted by Developer, the City or any other
person or entity, or the filing of a lawsuit by any Party arising out of this Agreement or
any permit or approval Developer deems necessary or desirable for the implementation of
the Project;
(d) The institution of a referendum pursuant to Government
Code Section 65867.5 or a similar public action seeking to in any way invalidate, alter,
modify or amend the ordinance adopted by the City Council approving and implementing
this Agreement;
(e) Inability to secure necessary labor, materials or tools, due
to strikes, lockouts, or similar labor disputes; and
(f) Failure of the City to timely perform its obligations
hereunder, including its obligations under Section 7.2 above
15.8.2 Under no circumstances shall the inability of Developer to
secure financing be an Excusable Delay to the obligations of Developer.
15.8.3 In order for an extension of time to be granted for any
Excusable Delay, Developer must deliver to the City written notice of the
commencement of the Excusable Delay within sixty (60) days after the date on which
Developer becomes aware of the existence of the Excusable Delay. The extension of
time for an Excusable Delay shall be for the actual period of the delay.
15.9 Governine Law. This Agreement shall be governed exclusively by the
provisions hereof and by the laws of the State of California.
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Colorado Studios Development Agreement 8-1-1 l.doc
15.10 Cooperation in Event of Leal Challenee to Agreement. If there is any
court action or other proceeding commenced that includes any challenge to the validity,
enforceability or any term or provision of this Agreement, then Developer shall
indemnify, hold harmless, pay all costs actually incurred, and provide defense in said
action or proceeding, with counsel reasonably satisfactory to both the City and
Developer. The City shall cooperate with Developer in any such defense as Developer
may reasonably request.
15.11 Attorneys' Fees. If any Party commences any action for the interpretation,
enforcement, termination, cancellation or rescission of this Agreement or for specific
performance for the Breach of this Agreement, the prevailing Party shall be entitled to its
reasonable attorneys' fees, litigation expenses and costs. Attorneys' fees shall include
attorneys' fees on any appeal as well as any attorneys' fees incurred in any post judgment
proceedings to collect or enforce the judgment. Such attorneys' fees shall be paid
whether or not such action is prosecuted to judgment. In any case where this Agreement
provides that the City or Developer is entitled to recover attorneys' fees from the other,
the Party so entitled to recover shall be entitled to an amount equal to the fair market
value of services provided by attorneys employed by it as well as any attorneys' fees
actually paid by it to third Parties. The fair market value of the legal services for public
attorneys shall be determined by utilizing the prevailing billing rates of comparable
private attorneys.
15.12 Recordation. The Parties shall cause this Agreement to be recorded
against title to the Property in the Official Records of the County of Los Angeles. The
cost, if any, of recording this Agreement shall be borne by Developer.
15.13 No Waiver. No waiver of any provision of this Agreement shall be
effective unless in writing and- signed by a duly authorized representative of the Party
against whom enforcement of a waiver is sought and referring expressly to this Section
15.13. No delay or omission by either Party in exercising any right or power accruing
upon non-compliance or failure to perform by the other Party under any of the provisions
of this Agreement shall impair any such right or power or be construed to be a waiver
thereof, except as expressly provided herein. No waiver by either Party of any of the
covenants or conditions to be performed by the other Party shall be construed or deemed
a waiver of any succeeding breach or nonperformance of the same or other covenants and
conditions hereof of this Agreement.
15.14 Construction of this Agreement. The Parties agree that each Party and its
legal counsel have reviewed and revised this Agreement and that any rule of construction
to the effect that ambiguities are to be resolved against the drafting Party shall not apply
in the interpretation of this Agreement or any amendments or exhibits thereto.
15.15 Other Govemmental Approvals. Developer may apply for such other
permits and approvals as may be required for development of the Project in accordance
with this Agreement from other governmental or quasi-governmental agencies having
jurisdiction over the Property. The City shall reasonably cooperate with Developer in its
endeavors to obtain such permits and approvals.
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Colorado Studios Development Agreement 8-1-11.doc
15.15.1 Further Assurances: Covenant to Sign Documents. Each Party
shall take all actions and do all things, and execute, with acknowledgment or affidavit, if
required, any and all documents and writings, which may be necessary or proper to
achieve the purposes and objectives of this Agreement.
15.15.2 Processine. Upon satisfactory completion by Developer of all
required preliminary actions and payments of appropriate processing fees, if any, the City
shall, subject to all legal requirements, promptly initiate, diligently process, and complete
at the earliest possible time all required steps, and expeditiously act upon any approvals
and permits necessary for the development by Developer of the Project in accordance
with this Agreement, including, but not limited to, the following:
(a) the processing of applications for and issuing of all
Discretionary Approvals requiring the exercise of judgment and deliberation by City;
(b) the holding of any required public hearings; and
(c) the processing of applications for and issuing of all City
Technical Permits requiring the determination of conformance with the Existing
Regulations.
15.15.3 No Revocation. The City shall not revoke or subsequently
disapprove any approval or future approval for the development of the Project or the
Property once issued by the City provided that the development of the Project or the
Property is in accordance with such approval. Any disapproval by the City shall state in
writing the reasons for such disapproval and the suggested actions to be taken in order for
approval to be granted.
15:15.4 Processing During Third Pa Liti ag tion. If any third party
lawsuit is filed against the City or Developer relating to this Agreement or to other
development issues affecting the Property, the City shall not delay or stop the
development, processing or construction of the Property, or issuance of the City
Technical Permits, unless the third party obtains a court order preventing the activity.
The City shall not stipulate to or fail to oppose the issuance of any such order.
15.15.5 State, Federal or Case Law. Where any state, federal or case
law allows the City to exercise any discretion or take any act with respect to that law, the
City shall, in an expeditious and timely manner, at the earliest possible time, (i) exercise
its discretion in such a way as to be consistent with, and carry out the terms of, this
Agreement and (ii) take such other actions as may be necessary to carry out in good faith
the terms of this Agreement.
15.16 Venue. Any legal action or proceeding among the Parties arising out of
this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California, in any other appropriate court in that County, or in the Federal
District Court in the Central District of California.
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Colorado Studios Development Agreement 8-1-1 l.doc
15.17 Exhibits. The following exhibits which are part of this Agreement are
attached hereto and each of which is incorporated herein by this reference as though set
forth in full:
Exhibit "A" Legal Description of Property
Exhibit "B" Project Plans
Exhibit "C" Permitted Fees and Exactions
Exhibit "D" Mitigation Measures and Conditions
Exhibit "E" Zoning Ordinance
Exhibit "F" Local Hiring Program
Exhibit "G-1" Pennsylvania Avenue Extension
Exhibit "G-2" Sidewalk Widening Area
Exhibit "H" Santa Monica Sign Code
Exhibit "I" Construction Mitigation Plan
Exhibit "J" Transportation Demand Management
Exhibit "K" Assignment and Assumption Agreement
If there are any inconsistencies between the Exhibits and the text of this
Agreement, the text of this Agreement shall prevail.
15.18 Counterpart Si nag tunes. The Parties may execute this Agreement on
separate signature pages which, when attached hereto, shall constitute one complete
Agreement.
15.19 Certificate of Performance. Upon the completion of the Project, or any
phase thereof, or upon performance of this Agreement or its earlier revocation and
termination, the City shall provide Developer, upon Developer's request, with a statement
("Certificate of Performance") evidencing said completion, termination or revocation
and the release of Developer from further obligations hereunder, except for any further
obligations which survive such completion, termination or revocation. The Certificate of
Performance shall be signed by the appropriate agents of Developer and the City and
shall be recorded against title to the Property in the official records of Los Angeles
County, California. Such Certificate of Performance is not a notice of completion as
referred to in California Civil Code Section 3093.
15.20 Interests of Developer. Developer represents to the City that, as of the
Effective Date, it is the owner of the entire Property, subject to encumbrances, easements,
covenants, conditions, restrictions, and other matters of record.
15.21 Operating Memoranda. The provisions of this Agreement require a close
degree of cooperation between the City and Developer. During the Term of this
Agreement, clarifications to this Agreement and the Existing Regulations may be
appropriate with respect to the details of performance of the City and Developer. If and
39
Colorado Studios Development Agreement 8-8-I 1 (2).doc
agree that such clarifications are necessary or appropriate, they shall effectuate such
clarification through operating memoranda approved in writing by the City and
Developer, which, after execution, shall be attached hereto and become part of this
Agreement and the same may be further clarified from time to time as necessary with
future written approval by the City and Developer. Operating memoranda are not
intended to and cannot constitute an amendment to this Agreement but mere ministerial
clarifications, therefore public notices and hearings shall not be required for any
operating memorandum. The City Attorney shall be authorized, upon consultation with,
and approval of, Developer, to determine whether a requested clarification may be
effectuated pursuant to the execution and delivery of an operating memorandum or
whether the requested clarification is of such character to constitute an amendment of this
Agreement which requires compliance with the provisions of Section 8.1 above. The
authority to enter into such operating memoranda is hereby delegated to the City
Manager and the City Manager is hereby authorized to execute any operating memoranda
hereunder without further action by the City Council.
15.22 Acknowledgments, Agreements and Assurance on the Part of Developer.
15.22.1 Developer's Faithful Performance. The Parties acknowledge
and agree that Developer's faithful performance in developing the Project on the Property
and in constructing and installing certain public improvements pursuant to this
Agreement and complying with the Existing Regulations will fulfill substantial public
needs. The City acknowledges and agrees that there is good and valuable consideration
to the City resulting from Developer's assurances and faithful performance thereof and
that same is in balance with the benefits conferred by the City on the Project. The Parties
further acknowledge and agree that the exchanged consideration hereunder is fair, just
and reasonable. Developer acknowledges that the consideration is reasonably related to
the type and extent of the impacts of the Project on the community and the Property, .and
further acknowledges that the consideration is necessary to mitigate the direct and
indirect impacts caused by Developer on the Property.
15.22.2 Obligations to be Non-Recourse. As a material element of this
Agreement, and in partial consideration for Developer's execution of this Agreement, the
Parties each understand and agree that the City's remedies for breach of the obligations of
Developer under this Agreement shall be limited as described in Sections 11.2 through
11.4 above.
15.23 Not a Public Dedication. Except for the dedications to be made by
Developer pursuant to Section 2.7, nothing in this Agreement shall be deemed to be a gift
or dedication of the Property, or of the Project, or any portion thereof, to the general
public, for the general public, or for any public use or purpose whatsoever, it being the
intention and understanding of the Parties that this Agreement be strictly limited to and
for the purposes herein expressed for the development of the Project as private property.
Developer shall have the right to prevent or prohibit the use of the Property, or the
Project, or any portion thereof, including common areas and buildings and improvements
located thereon, by any person for any purpose inimical to the development of the
Project, including without limitation to prevent any person or entity from obtaining or
40
Colorado Studios Development Agreement 8-1-1 t.doc
accruing any prescriptive or other right to use the Property or the Project. Any portion of
the Property to be conveyed to the City by Developer as provided in this Agreement,
shall be held and used by the City only for the purposes contemplated herein or otherwise
provided in such conveyance, and the City shall not take or permit to be taken (if within
the power or authority of the City) any action or activity with respect to such portion of
the Property that would deprive Developer of the material benefits of this Agreement or
would materially and unreasonably interfere with the development of the Project as
contemplated by this Agreement.
15.24 Severability and Termination. If any provision of this Agreement is
determined by a court of competent jurisdiction to be invalid or unenforceable, or if any
provision of this Agreement is superseded or rendered unenforceable according to any
law which becomes effective after the Effective Date, the remainder of this Agreement
shall be effective to the extent the remaining provisions are not rendered impractical to
perform, taking into consideration the purposes of this Agreement.
This Agreement is executed by the Parties on the date first set forth above and is
made effective on and as of the Effective Date.
DEVELOPER:
COLORADO CREATIVE STUDIOS, LLC,
a California limited liability company
By: _
Name
Title:
CITY
CITY OF SANTA MONICA,
a municipal corporation
By:
Name:
Title:
ATTEST
By:
Name:
City Clerk
APPROVED AS TO FORM:
By:
Name:
41
Colorado Studios Development Agreement 8-1-1 l.doc
City Attorney
Colorado Studios Development Agreement B-I-1l.doc
42
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The southwest 120 feet of Lot 4 in Block 200 of the Town of Santa Monica, in the City
of Santa Monica, County of Los Angeles, State of California, as per map recorded in
Book 39, Pages 45 et. seq. of Miscellaneous Records, in the Office of the County
Recorder of said County.
APN 4268-002-001
A-1
EXHIBIT "B"
PROJECT PLANS
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EXHIBIT "C"
PERMITTED FEES AND EXACTIONS
Developer shall pay the following fees and charges that are within the City's
jurisdiction and at the rate in effect at the time payments are made:
(a) Upon submittal for Architectural Review Board (ARB) review, Developer
shall pay City fees for processing of ARB applications;
(b) Upon submittal for plan check, Developer shall pay City plan check fees;
(c) Prior to issuance of construction permits, Developer shall pay the
following City fees:
• Building, Plumbing, Mechanical, Electrical, Grading, Seismic Mapping,
Excavation and Shoring Permit fees (collected by Building & Safety)
• Shoring Tieback fee (collected by EPWM)
• Construction and Demolition (C&D) Waste Management fee (SMMC
Section 7.60.020) (collected by EPWM) (collected by EPWM)
• Wastewater Capital Facilities Fee (SMMC Section 7.04.460) (collected
by EPWM)
• Water Capital Facilities Fee & Water Meter Instillation fee (Water
Meter Permit fee) (SMMC Section 7.12.090) (collected by EPWM)
• Fireline Meter fee (SMMC Section 7.12.090) (collected by EPWM)
• Childcare Linkage Fee (SMMC Section 9.72.040)
Pursuant to SMMC Section 9.72.040, office and retail projects are
subject to a current fee pf $6.14 per square foot for the office portion,
$4.39 for the retail portion, and no fee imposed for storage areas. When
Developer pays the Childcare Linkage Fee, these same rates shall be
applied to the Project to calculate the Childcare Linkage Fee. Developer
shall execute a contract to pay the fee prior to issuance of a building
permit. Developer shall pay the fee prior to the issuance of a final
certificate of occupancy for the Project.
(d) Upon inspection of the Project during the course of construction, City
inspection fees.
C-1
Colorado Studios Development Agreement 8-1-1 l.doc
2. Prior to issuance of permits for any construction work in the public right-of--way,
or use of public property, Developer shall pay the following City fees:
• Use of Public Property Permit fees (SMMC 7.04.670) (EPWM)
• Utility Excavation Permit fee (SMMC 7.04.010) (EPWM)
• Street Permit fee (SMMC 7.04:790) (EPWM)
3. The Developer shall reimburse the City for its actual costs to monitor
environmental mitigation measures. The City shall bill the developer for staff
time and any material used pursuant to the hourly fees in effect at the time
monitoring is performed. Developer shall submit payment to the City within 30
days.
4. Developer shall reimburse the City for its ongoing actual costs to monitor the
project's compliance with this Development Agreement. The City shall bill
Developer for staff time and any material used pursuant to the hourly fees in
effect at the time monitoring is performed. Developer shall submit payment to the
City within 30 days.
5. Prior to the issuance of a final certificate of occupancy for the Project, Developer
shall pay to the City (in lieu of installation of on-site public art) a cultural arts
development contribution in accordance with the requirements of SMMC
Section 9.04.10.20.120.
C-2
Colorado Studios Development Agreement 8-1-i l.doc
EXHIBIT "D"
MITIGATION MEASURES AND CONDITIONS
MITIGATION MEASURES - Part A of Exhibit D
CON-1 Construction Impact Mitigation Plan.
The applicant shall prepare, implement and maintain a Construction Impact Mitigation
Plan that shall be designed to:
• Prevent material traffic impacts on the surrounding roadway network.
• Minimize parking impacts both to public parking and access to private parking to the
greatest extent practicable.
• Ensure safety for both those constructing the project and the surrounding
community.
• Prevent substantial truck traffic through residential neighborhoods.
The Construction Impact Mitigation Plan shall be subject to review and approval by the
following City departments: Department of Public Works; Fire; Planning and Community
Development; and Police. This review will ensure that the Plan has been designed in
accordance with this mitigation measure. This review shall occur prior to commencement
of any construction staging for the project. The Mitigation Plan shall, at a minimum,
include the following:
Oneoin¢ Requirements Throuehout the Duration of Construction
• A detailed traffic control plan for work zones shall be maintained which includes at a
minimum accurate existing and proposed: parking and travel lane configurations;
warning, regulatory, guide and directional signage; and area sidewalks, bicycle lanes and
parking lanes. The plan shall include specific information regarding the project's
construction activities that may disrupt normal pedestrian and traffic flow and the
measures to address these disruptions. Such plans must be reviewed and approved by the
Transportation Management Division prior to commencement of construction and
implemented in accordance with this approval.
• Work within the public right-of--way shall be performed between 9:00 AM and 4:00
PM, including: dirt and demolition material hauling and construction material delivery.
Work within the public right-of--way outside of these hours shall only be allowed after the
issuance of an after-hours construction permit.
• Streets and equipment shall be cleaned in accordance with established PW
requirements.
• Trucks shall only travel on a City approved construction route. Truck queuing/staging
shall not be allowed on Santa Monica streets. Limited queueing may occur on the
construction site itself.
D-1
Colorado Studios Development Agreement 8-1-1 l.doc
• Materials and equipment shall be minimally visible to the public; the preferred location
for materials is to be on-site, with a minimum amount of materials within a work area in
the public right-of--way, subject to a current Use of Public Property Permit.
• Any requests for work before or after normal construction hours within the public right-
of-way shall be subject to review and approval through the After Hours Permit process
administered by the Building and Safety Division.
• Off-street parking shall be provided for construction workers. This may include the use
of a remote location with shuttle transport to the site, if determined necessary by the City
of Santa Monica.
Project Coordination Elements That shall Be Implemented Prior to Commencement of
Construction
• The traveling public shall be advised of impending construction activities (e.g.
information signs, portable message signs, media listing/notification, implementation of
an approved traffic control plan).
• Any construction work requiring encroachment into public rights-of--way, detours or
any other work within the public right-of--way shall require approval from the City
through issuance of a Use of Public Property Permit, Excavation Permit, Sewer Permit or
Oversize Load Permit, as well as any Caltrans Permits required.
• Timely notification of construction schedules shall be given to all affected agencies
(e.g, Big Blue Bus, Police Department, Fire Department, Department of Public Works,
and Planning and Community Development Department) and to all owners and
residential and commercial tenants of property within a radius of 500 feet.
• Construction work shall be coordinated with affected agencies in advance of start of
work. Approvals may take up to two weeks per each submittal.
• The Transportation Management Division shall approve of any haul routes, for earth,
concrete or construction materials and equipment hauling.
CON-2(a Diesel Equipment Mufflers.
All diesel equipment shall be operated with closed engine doors and shall be equipped
with factory-recommended mufflers.
CON-2(b) Electrically-Powered Tools.
Electrical power shall be used to run air compressors and similar power tools.
CON-2~) Restrictions on Excavation and Foundation/Conditioning.
• Pile driving, excavation, foundation- laying, and conditioning activities (the
noisiest phases of construction) shall be restricted to between the hours of 10:00 AM and
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3:00 PM, Monday through Friday, in accordance with Section 4.12.110(d) of the Santa
Monica Municipal Code.
CON-2(d) Additional Noise Attenuation Techniques.
For all noise generating construction activity on the project site, additional noise
attenuation techniques shall be employed to reduce noise levels at to 83 dB or less from
8:00 to 6:00 PM weekdays and 9:00 AM to 5:00 PM Saturdays. Per the Noise. Ordinance,
construction noise may exceed 83 dB if it only occurs between 10:00 AM and 3:00 PM.
Such techniques may include, but are not limited to, the use of sound blankets on noise
generating equipment and the construction of temporary sound barriers around the
perimeter of the project construction site.
CON-2(e) Construction Sign Posting.
In accordance with Municipal Code Section 4.12.120, the project applicant shall be
required to post a sign informing all workers and subcontractors of the time restrictions
for construction activities. The sign shall also include the City telephone numbers where
violations can be
reported and complaints associated with construction noise can be submitted.
CON-3(a) ROG Control Measures.
The applicant shall ensure that architectural coatings used on the project comply with
SCAQMD Rule 1113, which limits the VOC content of architectural coatings.
CON-3(bl Fugitive Dust Control Measures.
The following shall be implemented during construction to minimize fugitive dust and
associated particulate emissions:
• Sufficiently water all excavated or graded material to prevent excessive amounts
of dust.
• Watering shall occur at least three times daily with complete coverage, preferably
at the start of the day, in the late morning and after work is done for the day.
• Cease all grading, earth moving or excavation activities during periods of high
winds (i.e., greater than 20 mph measured as instantaneous wind gusts) so as to prevent
excessive amounts of dust. Securely cover all material transported on and off-site to
prevent excessive amounts of dust.
Cover all soil stockpiles.
Limit on-site vehicle speeds to 15 mph.
Install wheel washers where vehicles enter and exit the construction site onto
paved roads or wash off trucks and any equipment leaving the site each trip.
• Appoint a construction relations officer to act as a community liaison concerning
on-site construction activity including resolution of issues related to PM10 generation.
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• Sweep streets at the end of the day using SCAQMD Rule 1186 certified street
sweepers or roadway washing trucks if visible soil is carried onto adjacent public paved
roads (recommend water sweepers with reclaimed water).
GEO-4(a) Excavation Stability.
If the temporary construction embankments are to be maintained during the rainy season
(November 1 through April 15), berms shall be installed along the top of the
embankments where necessary to prevent runoff from entering the excavation and
eroding the excavation faces. The soils exposed in the excavations shall be inspected
during excavation by qualified personnel from Geotechnologies, Inc. so that
modifications could can be made if variations in the soil conditions occur. All
excavations shall be stabilized for 30 days from the initial excavation. Water shall not be
allowed to pond on top of the excavation or allowed to flow towards the excavation.
GEO-4(b) Retainine Wall Back Drainage System.
A plastic drainage composite such as Miradrain or equivalent shall be installed in
continuous four-foot wide columns along the back face of the retaining wall, at eight feet
on center. The top of the drainage composite columns shall terminate approximately two
feet below the ground surface, where either hardscape or a minimum of two feet of
relatively cohesive material shall be placed as a cap. The vertical columns of drainage
material shall then be connected at the bottom of the wall to either a continuous four foot
high strip of similar drainage composite, or a four inch perforated subdrain pipe covered
with a minimum 12 inches of gravel per lineal foot. This system shall then be connected
through pipes placed in sleeves through the bottom of the wall or footing, where they
shall then connect to a sump located below the floor slab.
GEO-4(c Waterproofine.
All walls of the parking garage shall be waterproofed to protect against corrosive effects
of water contact following the recommendations in the geotechnical study.
T-1(a) Transportation Demand Management Proogram.
The TDM program set forth in Exhibit "J" of the Development Agreement:
T-1(gl Stewart Street & Olympic Boulevard.
The traffic signal at the intersection of Stewart Street and Olympic Boulevard shall be
modified to provide protected-permitted left-turn phasing for all legs of the intersection,
except for the southbound leg. A combination of new signage, controller cabinets, poles,
mast arms, detectors, and/or signal heads shall be installed to implement the protected-
permitted left-turn phasing.
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CONDITIONS OF APPROVAL - Part B of Exhibit D
Project Specific Conditions
The Project shall provide all of the following benefits.
1. Walkways and Enhanced Walkway Areas within the Project. Subject to
the provisions of Section 2.7.2 of the Development Agreement, Developer shall construct
the three (3) walkway areas that are the Enhanced Walkway Areas. The public use of
the Enhanced Walkway Areas shall be: (i) consistent with the terms and conditions of this
Agreement; (ii) solely for pedestrian access to and passive use of the Enhanced Walkway
Areas by the public; and (iii) compatible with Developer's development, use and
enjoyment of the Project. No use other than pedestrian access to and passive use of the
Enhanced Walkway Areas by the public shall be permitted on the Enhanced Walkway
Areas. Developer shall have the right to impose and enforce reasonable rules and
regulations regarding the use of the Enhanced Walkway Areas by the public, subject to
approval by the City which approval shall not be unreasonably withheld. Developer may
exclude individuals from the Enhanced Walkway Areas who do not comply with such
rules and regulations.
2. Pedestrian Cafe Open to Public. Developer shall use its commercially
reasonable efforts to enter into a lease with a cafe operator that will provide for
Developer and such operator to cause a pedestrian cafe to open within the Project with
access and use by the public. The cafe shall operate at a minimum during the following
hours: (i) 9:00 a.m. to 6:00 p.m. Monday through Friday; and (ii) not less than ten (10)
hours during Saturday and Sunday (in any combination of hours); provided that the cafe
shall operate at least four (4) hours on each of Saturday and Sunday. Developer may
permit the cafe to operate for any longer hours as the operator may desire, in accordance
with law. The cafe shall have indoor and outdoor seating with the number of each
seating determined by the operator; provided that the cafe shall, during all hours of
operation, provide not less than 30 interior seats and 14 exterior seats. The cafe shall also
include the four hundred (400) square foot Community Room. The Community Room
shall be made available free of charge to community members to hold community-related
meetings during the hours of (i) 6:00 p.m. to 9:00 p.m. Monday through Friday; and (ii)
10:00 a.m. to 6:00 p.m. during Saturday and Sunday. A member of the community that
desires to use the Community Room for meetings during such hours shall obtain approval
for use from Developer not less than seventy-two (72) hours in advance of the time for
such meeting. Developer shall accommodate a community member's requested use of
the Community Room during the stated hours unless the Community Room is already
reserved for another community meeting. The use of the Community Room shall be
subject to the reasonable rules and regulations established by Developer and approved by
the City, which approval shall not be unreasonably withheld.
3. Pennsylvania Avenue Extension. Developer shall, at its sole cost and
expense, dedicate, improve and complete construction of the Pennsylvania Avenue
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Extension that shall be a sixty-two foot (62') wide public street, from the eastern edge of
Stewart Street to the easterly boundary of the Property, that would be the easterly
extension of Pennsylvania Avenue (the Pennsylvania Avenue Extension), as depicted
on Exhibit "G" attached hereto (such land area being referred to as the "Pennsylvania
Avenue Extension Dedication Area"); provided that such sixty-two foot (62') width
shall be completed by Developer including all curbs, gutters and approximately eleven-
foot (11') wide sidewalks on both sides of such street. The Pennsylvania Avenue
Extension shall be dedicated, constructed, and completed in accordance with the
Conditions of Approval numbers 21 through 25 on Exhibit "D" attached hereto and in
accordance with the current regulations and codes governing the construction of public
streets in the City. Developer shall dedicate to the City (i) the surface area of the
Pennsylvania Avenue Extension Dedication Area for public street purposes and (ii) the
Utility Corridors required by Condition of Approval #24 in Part B, below, of this
Exhibit "D;' while expressly reserving to Developer all other subterranean rights. The
dedication of the surface portion of the Property contained within the Pennsylvania
Avenue Extension Dedication Area shall give the City the ability to maintain street
signage and repair and maintain the roadway in accordance with applicable road
maintenance standards within the City. Other than the City's right to use the Utility
Corridor, the dedication of the portion of the Property contained within the Pennsylvania
Avenue Extension Dedication Area shall not grant to the City any other rights below the
surface of the street for the installation, repair or maintenance of any utility equipment or
facilities, such as storm water, sewer, electricity, telephone. or other uses. Following
City's acceptance of the dedication of the Pennsylvania Avenue Extension Dedication
Area, Developer's subterranean use of the Pennsylvania Avenue Extension Dedication
Area shall not materially impact or interfere with the City's use of the surface of such
area as a public street or the City's use of the Utility Corridor. Prior to such acceptance,
Developer shall have the exclusive right to use the Pennsylvania Avenue Extension
Dedication Area. If the Pennsylvania Avenue Extension Dedication Area ever ceases to
be used as a public street, the ownership of the Pennsylvania Avenue Extension
Dedication Area shall revert to Developer.
4. Sidewalk Widenine. Developer shall, at its sole cost and expense,
improve the Sidewalk Area that is approximately five foot (5') wide portion of the
Property adjacent to the existing sidewalk along Stewart Street, with hardscape
improvements in a manner that will create a pedestrian walkway at the same grade and of
similar or complimentary materials as the adjacent public sidewalk and shall improve the
existing sidewalk along Stewart Street as reasonably required by the City. The hardscape
improvements shall be constructed in accordance with the current regulations and codes
governing the construction of public street improvements in the City. The public use of
the Sidewalk Area shall be: (i) consistent with the terms and conditions of this
Agreement; (ii) solely for pedestrian use of the Sidewalk Area by the public; and (iii)
compatible with Developer's development, use and enjoyment of the Project. No use
other than pedestrian use of the Sidewalk Area by the public shall be permitted on the
Sidewalk Area. Developer shall have the right to impose and enforce reasonable rules
and regulations regarding the use of the Sidewalk Area by the public. The Sidewalk Area
will not be dedicated to the City and the public shall obtain no easement or other rights to
use the Sidewalk Area, except for the limited permissive use set forth above.
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5. Contribution to Expo Station Enhancement at Ber>amot Station. On or
before the issuance of a final Certificate of Occupancy for the project, Developer shall
make a transit infrastructure contribution to the City in an amount of three hundred sixty
three thousand two hundred dollars ($363,200.00). These funds shall be used by the
City to enhance the Expo Station at Bergamot Station.
6. Parking District Mana eg ment. The City intends to develop a parking
district management program for the neighborhood surrounding the Property to allow for
the shared use of parking spaces in the Project and on other properties. If the City
implements a parking district management program that includes the Project site,
Developer will participate in such program in a commercially reasonable manner and
commensurate with the participation of the other projects that are within the parking
district.
7. Shared Parkine. Developer shall make 200 parking spaces available for
public use during the hours of 7:00 p.m. through midnight Monday through Friday and
7:00 a.m. to midnight on Saturday and Sunday. Developer shall continue to make such
parking spaces available to the public unless Developer reasonably determines that the
operation of such public parking service is not economically feasible, which economic
feasibility shall be subject to the reasonable review and approval of the Planning
Director. In addition, within one year after the final certificate of occupancy for the
Project is issued (and thereafter on each anniversary date of such survey), Developer shall
conduct a parking survey to determine the actual parking demand for the parking garage
in the Project during the hours of 7:00 a.m. through 7:00 p.m. Monday through Friday. If
the survey indicates that parking spaces in the Project can be made available for public
use during the the hours of 7:00 a.m. through 7:00 p.m. Monday through Friday without
interfering with the rights of tenants in the Project, then Developer shall use its
commercially reasonable efforts to make such excess parking spaces available for public
use during these hours. The use of the shared parking spaces shall be subject to the
reasonable rules and regulations established by Developer, subject to approval by the
City which approval shall not be unreasonably withheld.
8. Internship. Developer shall cause the primary occupant of the Project to
provide at least two (2) internship positions to students who attend Santa Monica College
or who are residents of the City of Santa Monica.
9. Local Hirine. Developer shall implement the local hiring program set
forth on Exhibit "F: '
10. Sustainable Design Features.
a. Developer shall retain the services of an accredited professional to
consult with Developer regarding inclusion of sustainable design features for the Project.
Developer shall design the Project so that, at a minimum, the Project shall have the
number of points that would be commensurate with achieving a LEED® credits
equivalent to a "Silver" certification under the LEED® Rating System (the "Sustainable
Design Status"). For purposes of clarity, Developer shall design the Project in a manner
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that achieves the Sustainable Design Status; provided that Developer shall not be required
to pay to the Green Building Certification Institute the fees required to obtain a LEED®
certificate.
b. Developer shall confirm to the City that the design for the Project
has achieved the Sustainable Design Status in accordance with the following
requirements of this Project Specific Condition of Approval #10.
c. Prior to the submission of plans for Architecture Review Board
review, Developer shall submit a preliminary checklist of anticipated LEED® credits
(that shall be prepared by the LEED® accredited professional) for review by the City of
Santa Monica Green Building Program Advisor, along with a narrative to demonstrate
that the Project is likely to achieve the Sustainable Design Status.
d. As part of Developer's set of plans and documents submitted to the
City with Developer's application for building permits for the Project, Developer shall
also submit the LEED® Credits identified in clause (b) above (prepared by the LEED®
accredited professional) for review by the City's Green Building Program Advisor to
demonstrate that the Project is likely to achieve the Sustainable Design Status.
e. Prior to issuance of a final Certificate of Occupancy for the
Project, the City's Green Building Program Advisor shall verify and approve (which
approval shall not be unreasonably withheld, conditionedbr delayed) that the LEED®
Credits identified in clause (b) above (prepared by the LEED® accredited professional)
demonstrate that the Project is likely to achieve the Sustainable Design Status. Developer
shall meet with the City's Green Building Program Advisor at least 30 days prior to
submitting the final LEED® Credits for the Advisor's approval, and during such meeting
Developer shall review the LEED® progress with the Advisor.
Notwithstanding the foregoing, if the City's Green Building Program Advisor has not yet
approved the LEED® Credits that demonstrate that the constructed Project has achieved
the Sustainable Design Status, the City shall nonetheless issue a temporary Certificate of
Occupancy for the Project (assuming that the Project is otherwise entitled to receive a
temporary Certificate of Occupancy). The temporary Certificate of Occupancy shall be
converted to a fmal Certificate of Occupancy once the City's Green Building Program
Advisor determines that the LEED® Credits -for the Project demonstrate that the
constructed Project has achieved the Sustainable Design Status.
1 L Interface with Expo Light Rail S, sue. Developer shall install way-
finding signage in the Project to direct pedestrians to the nearest Expo Station. If the City
has published standard specifications for Expo system way-finding signage prior to the
date that the Developer obtains its certificate of appropriateness ,then Developer shall
cause such signage to conform to the published specifications.
12. Bicycle Sharine Area. Developer shall provide a reasonable amount of
space on the Stewart side of the Project, not to exceed six (6) feet in depth and fifteen
(1 S) feet in width, at a visible and accessible location on site which is compatible with
Colorado Studios Development Agreement 8-1-1 l.doc
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the operation of the Project, for a bicycle sharing program station in conjunction with any
bicycle sharing program instituted by the City or another operator. Developer shall have
the right to relocate the area made available for such bicycle sharing station from time to
time so long as the new location continues to be of a similar size and reasonably located
given the requirements of the bicycle sharing program: Developer shall have no
obligation to fund or operate any such program or to keep any space available if no
bicycle sharing system is implemented by the City or other operator for a period three
years beyond the commencement of operations of Phase 2 of the Exposition light-rail line
into Santa Monica.
Administrative Conditions
13. In the event permittee violates or fails to comply with any conditions of approval
of this permit, no further permits, licenses, approvals or certificates of occupancy shall be
issued until such violation has been fully remedied.
Conformance with Approved Plans
14. This approval. is for those plans dated July I5, 2011, a copy of which shall be
maintained in the files of the City Planning Division. Project development shall be
consistent with such plans, except as otherwise specified in these conditions of approval.
15. Minor amendments to the plans shall be subject to approval by the Director of
Planning. A significant change in the approved concept shall be subject to review as
provided in the Development Agreement. Construction shall be in conformance with the
plans submitted or as modified in accordance with the Development Agreement.
16. Except as otherwise provided by the Development Agreement, project plans shall
be subject to complete Code Compliance review when the building plans are submitted
for plan check and shall comply with all applicable provisions of Article IX of the
Municipal Code and all other pertinent ordinances and General Plan policies of the City
of Santa Monica prior to building permit issuance.
Fees
17. No building permit shall be issued for the project until the developer complies
with the requirements of Part 9.04.10.20 of the Santa Monica Municipal Code, Private
Developer Cultural Arts Requirement, ,subject to the limitations in the Development
Agreement. If the developer elects to comply with these requirements by providing on-
site public art work or cultural facilities, no final City approval shall be granted until such
time as the Director of the Community and Cultural Services Department issues a notice
of compliance in accordance with Part 9.04.10.20.
18. No building permit shall be issued for the project until the developer complies
with the requirements of Chapter 9.72 of the Santa Monica Municipal Code, the Child
Care Linkage Program, subject to the limitations in the Development Agreement.
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Miti¢ation Monitorine Proeram
19. Pursuant to the requirements of Public Resources Code Section 21081.6, the City
Planning Division will coordinate a monitoring and reporting program regarding any
required changes to the project made in conjunction with project approval and any
conditions of approval, including those conditions intended to mitigate or avoid
significant effects on the environment. This program shall include, but is not limited to,
ensuring that the City Planning Division itself and other City divisions and departments
such as the Building and Safety Division, the Department of Environmental and Public
Works, the Fire Department, the Police Department, the Planning and Community
Development Department and the Finance Department are aware of project requirements
which must be satisfied prior to issuance of a Building Permit, Certificate of Occupancy,
or other permit, and that other responsible agencies are also informed of conditions
relating to their responsibilities. Project owner shall demonstrate compliance with
conditions of approval in a written report submitted to the Planning Director and Building
Officer prior to issuance of a Building Permit or Certificate of Occupancy, and, as
applicable, provide periodic reports regarding compliance with such conditions.
Cultural Resources
20. Reserved.
21. If any archaeological remains are uncovered during excavation or construction,
work in the affected area shall be suspended and a recognized specialist shall be
contacted to conduct a survey of the affected area at project's owner's expense. A
determination shall then be made by the Director of Planning to determine the
significance of the survey findings and appropriate actions and requirements, if any, to
address such findings.
Proiect Operations
22. The operation shall at all times be conducted in a manner not detrimental to
surrounding properties or residents by reason of lights, noise, activities, parking or other
actions.
23. The project shall at all times comply with the provisions of the Noise Ordinance
(SMMC Chapter 4.12).
Final Design
24. Plans for final design, landscaping, screening, trash enclosures, and signage shall
be subject to review and approval by the Architectural Review Board.
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25. Refuse areas, storage areas and mechanical equipment shall be screened in
accordance with SMMC Section 9.04.10.02.130, 140, and 150. Refuse areas shall be of a
size adequate to meet on-site need, including recycling. The Architectural Review Board
in its review shall pay particular attention to the screening of such areas and equipment.
Any rooftop mechanical equipment shall be minimized in height and area, and shall be
located in such a way as to minimize noise and visual impacts to surrounding properties.
Unless otherwise approved by the Architectural Review Board, rooftop mechanical
equipment shall be located at least five feet from the edge of the roof. Except for solar hot
water heaters, no residential water heaters shall be located on the roof.
26. No gas or electric meters shall be located within the required front or street side
yard setback areas. The Architectural Review Board in its review shall pay particular
attention to the location and screening of such meters.
27. Prior to consideration of the project by the Architectural Review Board, the
applicant shall review disabled access requirements with the Building and Safety
Division and make any necessary changes in the project design to achieve compliance
with such requirements. The Architectural Review Board, in its review, shall pay
particular attention to the aesthetic, landscaping, and setback impacts of any ramps or
other features necessitated by accessibility requirements.
28. As appropriate; the Architectural Review Board shall require the use of anti-
graffiti materials on surfaces likely to attract graffiti.
Construction Plan Reauirements
29. Final building plans submitted for approval of a building permit shall include on
the plans a list of all permanent mechanical equipment to be placed indoors which may
be heard outdoors.
Demolition Reauirements
30. Until such time as the demolition is undertaken, and unless the structure is
currently in use, the existing structure shall be maintained and secured by boarding up all
openings, erecting a security fence, and removing all debris, bushes and planting that
inhibit the easy surveillance of the property to the satisfaction of the Building and Safety
Officer and. the Fire Department. Any landscaping material remaining shall be watered
and maintained until demolition occurs.
31. Prior to issuance of a demolition permit, applicant shall prepare for Building
Division approval a rodent and pest control plan to insure that demolition and
construction activities at the site do not create pest control impacts on the project
neighborhood.
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Construction Period
32. Immediately after demolition and during construction, a security fence, the height
of which shall be the maximum permitted by the Zoning Ordinance, shall be maintained
around the perimeter of the lot. The lot shall be kept clear of all trash, weeds, etc.
33. Vehicles hauling dirt or other construction debris from the site shall cover any
open load with a tarpaulin or other secure covering to minimize dust emissions.
Immediately after commencing dirt removal from the site, the general contractor shall
provide the City of Santa Monica with written certification that all trucks leaving the site
are covered in accordance with this condition of approval.
34. During demolition, excavation, and construction, this project shall comply with
SCAQMD Rule 403 to minimize fugitive dust and associated particulate emission,
including but not limited to the following:
35. All material excavated or graded shall be sufficiently watered to prevent
excessive amounts of dust. Watering shall occur at least three times daily with complete
coverage, preferably at the start of the day, in the late morning, and after work is done for
the day.
36. All grading, earth moving, or excavation activities shall cease during periods of
high winds (i.e., greater than 20 mph measured as instantaneous wind gusts) so as to
prevent excessive amounts of dust.
37. All material transported on and off-site shall be securely covered to prevent
excessive amounts of dust.
38. Soils stockpiles shall be covered.
39. Onsite vehicle speeds shall be limited to 15 mph
40. Wheel washers shall be installed where vehicles enter and exit the construction
site onto paved roads or wash off trucks and any equipment leaving the site each trip.
41. An appointed construction relations officer shall act as a community liaison
concerning onsite construction activity including resolution of issues related to PM10
generation.
42. Streets shall be swept at the end of the day using SCAQMD Rule 1186 certified
street sweepers or roadway washing trucks if visible soil is carried onto adjacentpublic
paved roads (recommend water sweepers with reclaimed water).
43. All active portions the construction site shall be sufficiently watered three times a
day to prevent excessive amounts of dust.
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44. Developer shall prepare a notice, subject to the review by the Director of Planning
and Community Development, that lists all construction mitigation requirements,
permitted hours of construction, and identifies a contact person at City Hall as well as the
developer who will respond to complaints related to the proposed construction. The
notice shall be mailed to property owners and residents of the neighborhood bounded by
Stewart Street, Centinela Avenue, Pico Boulevard, and Exposition Boulevard and the
Mountain View Mobile Home Park at least five (5) days prior to the start of construction.
45. A sign shall be posted on the property in a manner consistent with the public
hearing sign requirements which shall identify the address and phone number of the
owner and/or applicant for the purposes of responding to questions and complaints during
the construction period. Said sign shall also indicate the hours of permissible construction
work.
46. A copy of these conditions shall be posted in an easily visible and accessible
location at all times during construction at the project site. The pages shall be laminated
or otherwise protected to ensure durability of the copy.
47. No construction-related vehicles may be parked on the street at any time or on the
subject site during periods of peak parking demand. All construction-related vehicles
must be parked for storage purposes at oh offsite location on a private lot for the duration
of demolition and construction. The offsite location shall be approved as part of the
Department of Environmental and Public Works review of the construction period
mitigation plan and by the Department of City Planning if a Temporary Use Permit is
required.
48. During excavation of the portion of the garage that encroaches into the public
right of way, all existing concrete within the public right of way shall be removed by
Developer, and Developer shall (during the entire construction period) install and
maintain a drip line to irrigate the street trees. In addition, the exposed soil surface within
the public right of way shall be covered with mulch (approximately four inches (4")
thick), prior to the date the excavation within the public right of way commences.
Standard Conditions
49. Mechanical equipment shall not be located on the side of any building which is
adjacent to a residential building on the adjoining lot, unless otherwise permitted by
applicable regulations. Roof locations maybe used when the mechanical equipment is
installed within around-rated parapet enclosure.
50. Final approval of any mechanical equipment installation will require a noise test
in compliance with SMMC Section 4.12.040. Equipment for the test shall be provided by
the owner or contractor and the test shall be conducted by the owner or contractor. A
copy of the noise test results on mechanical equipment shall be submitted to the
Community Noise Officer for review to ensure that noise levels do not exceed maximum
allowable levels for the applicable noise zone.
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51. Final parking lot layout and specifications shall be subject to the review and
approval of the Transportation Management Division. Construction period signage shall
be subject to the approval of the Architectural Review Board.
52. The property owner shall insure any graffiti on the site is promptly removed
through compliance with the City's graffiti removal program.
Oaen Snace Management
53. Street trees shall be maintained, relocated or provided as required in a manner
consistent with the City's Community Forest Management Plan 2000, per the
specifications of the Public Landscape Division of the Community Maintenance
Department and the City's Tree Code (SMMC Chapter 7.40). No street trees shall be
removed without the approval of the Public Landscape Division.
Condition Monitoring
54. The applicant authorizes reasonable City inspections of the property to ensure
compliance with the conditions of approval imposed by the City in approving this project
and will bear the reasonable cost of these inspections.
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General Conditions
Developer shall be responsible for the payment of the following Public Works
Department (PWD) permit fees prior to issuance of a building permit:
a. Water Services
b. Wastewater Capital Facility
c. Water Demand Mitigation
d. Fire Service Connection
e. Tieback Encroachment
f. Encroachment of on-site improvements into public right-of--way
g. Construction and Demolition Waste Management (deposit)
2. Any work or use of the public right-of--way including any proposed
encroachments of on-site improvements into the public right-of--way will require a
permit from the Public Works Department (PWD) -Administrative Services
Division.
3. Plans and specifications for all offsite improvements shall be prepared by a
Registered Civil Engineer licensed in the State of California for approval by the
City Engineer prior to issuance of a building permit.
4. Developer shall design the Project so that, at a minimum, the Project shall have
the number of points that would be commensurate with achieving a LEED®
credits equivalent to a "Silver" certification under the LEED® Rating System.
Developer shall comply with the Project Specific Condition #10 above in this
Exhibit "D" to cause the Project to achieve the "Sustainable Design Status" as
defined in Project Specific Condition #10 above.
5. Immediately after demolition and during construction, a security fence, the height
of which shall be the maximum permitted by the Zoning Ordinance, shall be
maintained around the perimeter of the lot. The lot shall be kept clear of all trash,
weeds, etc.
6. A sigm shall be posted on the property in a manner consistent with the public
hearing sign requirements, which shall identify the address and phone number of
the owner, developer and contractor for the purposes of responding to questions
and complaints during the construction period. Said sign shall also indicate the
hours of permissible construction work.
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A copy of these conditions shall be posted in an easily visible and accessible
location at all times during construction at the project site. The pages shall be
laminated or otherwise protected to ensure durability of the copy.
8. Prior to the demolition of any existing structure, the applicant shall submit a
report from an industrial hygienist to be reviewed and approved as to content and
form by the Office of Sustainability and Environment Division. The report shall
consist of a hazardous materials survey for the structure proposed for demolition.
The report shall include a section on asbestos and in accordance with the South
Coast AQMD Rule 1403, the asbestos survey shall be performed by a state
Certified Asbestos Consultant (CAC). The report shall include a section on lead,
which shall be performed by a state Certified Lead Inspector/Assessor.
Additional hazardous materials to be considered by the industrial hygienist shall
include: mercury (in thermostats, switches, fluorescent light), polychlorinated
biphenyls (PCBs) (including light Ballast), and fuels, pesticides, and batteries.
Water Resources
9. Connections to the sewer or storm drains require a sewer permit from the PWD -
Civil Engineering Division. Connections to storm drains owned by Los Angeles
County require a permit from the L.A. County Department of Public Works.
10. Parking areas and structures and other facilities generating wastewater with
potential oil and grease content are required to pretreat the wastewater before
discharging to the City storm drain or sewer system. Pretreatment will require
that a clarifier or oil/water separator be installed and maintained on site.
11. If the project involves dewatering, developer/contractor shall contact the LA
Regional Water Quality Control Board (RWQCB) to obtain an NPDES Permit for
discharge of groundwater from construction dewatering to surface water. For
more information refer to: http://www.waterboards.ca.gov/losangeles/ and search
for Order# R4-2003-0111.
12. Prior to the issuance of the first building permit, the applicant shall submit a
sewer study that shows that the City's sewer system can accommodate the entire
development. Developer shall be responsible to upgrade any downstream
deficiencies, to the satisfaction of the Water Resources Manager, if calculations
show that the project will cause such mains to receive greater demand than can be
accommodated. Improvement plans shall be submitted to the Engineering
Division. All reports and plans shall also be approved by the Water Resources
Engineer.
13. Prior to the issuance of the first building permit, the applicant shall submit a water
study that shows that the City's water system can accommodate the entire
development for fire flows and all potable needs. Developer shall be responsible
to upgrade any water flow/pressure deficiencies, to the satisfaction of the Water
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Resources Manager, if calculations show that the project will cause such mains to
receive greater demand than can be accommodated. Improvement plans shall be
submitted to the Engineering Division. All reports and plans shall also be
approved by the Water Resources Engineer.
14. Prior to the issuance of the first building permit, the applicant shall submit a
hydrology study of all drainage to and from the site to demonstrate adequacy of
the existing storm drain system for the entire development. Developer shall be
responsible to upgrade any system deficiencies, to the satisfaction of City
Engineer, if calculations show that the project will cause such facilities to receive
greater demand than can be accommodated. All reports and improvement plans
shall be submitted to Engineering Division for review and approval. The study
shall be performed by a Registered Civil Engineer licensed in the State of
California.
15. All existing sanitary sewer "house connections" to be abandoned, shall be
removed and capped at the "Y" connections.
16. The fire services and domestic services 3-inches or greater must be above ground,
on the applicant's site, readily accessible for testing. Commercial or residential
units are required to either have an individual water meter or a master meter with
sub-meters.
17. Developer is required to meet state cross-connection and potable water sanitation
guidelines. Refer to requirements and comply with the cross-connections
guidelines available at:
http://www.lapublichealth.org/eh/progs/envirp/ehcross.htm. Prior to issuance of a
Certificate of Occupancy, across-connection inspection shall be completed.
18. All new restaurants and cooking facilities at the site are required to install Gravity
Grease Interceptors to pretreat wastewater containing grease. The minimum
capacity of the interceptor shall be determined by using table 10-3 of the 2007
Uniform Plumbing Code, Section 1014.3. All units shall be fitted with a standard
final-stage sample box. The 2007 Uniform Plumbing Code guideline in sizing
Gravity Grease Interceptors is intended as a minimum requirement and may be
increased at the discretion of PWD, Water Resources Protection Program.
19. Ultra-low flow plumbing fixtures are required on all new development and
remodeling where plumbing is to be added. (Maximum 1.6 gallon toilets and 1.0
gallon urinals and low flow showerhead.)
Urban Water Runoff Mitigation
20. To mitigate storm water and surface runoff from the project site, an Urban Runoff
Mitigation Plan shall be required by the PWD pursuant to Municipal Code
Chapter 7.10. Prior to submittal of landscape plans for Architectural Review
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Board approval, the applicant shall contact PWD to determine applicable
requirements, such as:
a. The site must comply with SMMC Chapter 7.10 Urban Runoff Pollution
Ordinance for the construction phase and post construction activities;
b. Non-stormwater runoff, sediment and construction waste from the
construction site and parking areas is prohibited from leaving the site;
c. Any sediments or materials which are tracked off-site must be removed
the same day they are tracked off-site;
d. Excavated soil must be located on the site and soil piles should be covered
and otherwise protected so that sediments are not tracked into the street or
adjoining properties;
e. No runoff from the construction site shall be allowed to leave the site; and
£ Drainage control measures shall be required depending on the extent of
grading and topography of the site.
g. Development sites that result in land disturbance of one acre or more are
required by the State Water Resources Control Board (SWRCB) to submit
a Storm Water Pollution Prevention Plan (SWPPP). Effective September
2, 2011, only individuals who have been certified by the Board as a
"Qualified SWPPP Developer" are qualified to develop and/or revise
SWPPPs. A copy of the SWPPP shall also be submitted to the PWD.
Public Streets & Ri>rht-of-Way
21. Streetscape for Stewart Street, Colorado Avenue and Stanford frontages, such as
AC pavement rehabilitation, replacement of sidewalk, curbs and gutters,
installation of street trees, lighting and other appropriate street improvements
shall be designed and installed to the satisfaction of the PWD and Public
Landscape Division.
22. Unless otherwise approved by the PWD, all sidewalks shall be kept clear and
passable during the grading and construction phase of the project.
23. Sidewalks, curbs, gutters, paving and driveways which need replacing or removal
as a result of the project as determined by the PWD shall be reconstructed to the
satisfaction ofthe PWD.
24. Developer shall dedicate the Pennsylvania Avenue Extension Area and all
improvements made thereto, which shall provide for new pedestrian sidewalks,
bicycle lanes, parkways and vehicular access, all as maybe specified by the City;
and serve as utility corridors across the Property (the "Utility Corridors") for the
placement of public utility facilities that the City determines, from time to fime,
should be located in the Utility Corridors. The Utility Corridors in such
dedication shall contain the following limitations:
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a. Any wet utilities (including without limitation water and sewer) shall be
located within an area eight (8) feet deep and up to three (3) feet wide,
adjacent to the most southerly wall of the subterranean parking structure.
Any pipes, conduits or other facilities installed in such easement areas
shall only be in a straight line from the westerly most wall of the
subterranean parking structure to the easterly most wall of the
subterranean parking structure.
b. Any dry utilities (including without limitation electricity and telephone or
data) shall be located within an area that is no deeper than will leave at
least eight feet two inches (8' 2") of clearance within the parking and
drive aisle in the parking garage and up to twenty-five (25) feet wide, in a
location to be reasonably determined by Developer that will allow the
minimum height clearances to be maintained in the parking garage and
that will avoid the mechanical and other system facilities installed by
Developer in the subterranean parking structure that serve the Project.
25. Pavement for the new street right-of--way shall be designed and constructed in
Portland Cement Concrete (PCC) per recommendations of site geotechnical report
and in compliance with the PWD Standards and requirements.
Utilities
26. Provide new street-pedestrian lighting with a multiple circuit system along the
new street right-of--way and within the development site in compliance with the
PWD Standards and requirements. New street-pedestrian light poles, fixtures and
appurtenances to meet City. standards and requirements.
27. Participate in conversion of existing street light system with high voltage series
circuit to multiple circuit system on Stewart Street between Colorado and
Olympic Blvd. Developer shall be responsible for only a portion of design and
construction costs proportionate to development frontage on Stewart Street.
28. Make arrangements with utility companies and-pay for undergrounding of all
overhead utilities within and along the development frontages. Existing and
proposed overhead utilities need to be relocated underground.
29. Location of Southern California Edison electrical transformer and switch
equipment/structures must be clearly shown of the development site plan and
other appropriate plans within the project limits. The SCE structures serving the
proposed development shall not be located in the public right-of--way.
Resource Recovery and Recvcline
30. Development plans must show the refuse and recycling (RR) area dimensions to
demonstrate adequate and easily accessible area. If the RR area is completely
enclosed, then lighting, ventilation and floor drain connected to sewer will be
required. Section 9.04.10.02.151 of the SMMC has dimensional requirements for
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various sizes and types of projects. Developments that place the RR area in
subterranean garages must also provide a bin staging area on their property for the
bins to be placed for collection.
31. Contact the PWD -Resource Recovery and Recycling (RRR) Division for
specific requirements of the refuse and recycling enclosure and where feasible
install trash compaction devices to reduce the volume of refuse for disposal. Show
compliance with these requirements on the building plans. Prior to issuance of a
Certificate of Occupancy, submit a recycling plan to the RRR Division for its
approval. The recycling plan shall include:
a. List of materials such as white paper, computer paper, metal cans, and
glass to be recycled;
b. Location of recycling bins;
c. Designated recycling coordinator;
d. Nature and extent of internal and external pick-up service;
e. Pick-up schedule; and
f. Plan to inform tenants/ occupants of service.
Construction Period Mitigation
32. A construction period mitigation plan shall be prepared by the applicant for
approval by the PWD prior to issuance of a building permit. The approved
mitigation plan shall be posted on the site for the duration of the project
construction and shall be produced upon request. As applicable, this plan shall:
a. Specify the names, addresses, telephone numbers and business license
numbers of all contractors and subcontractors as well as the developer and
architect;
b. Describe how demolition of any existing structures is to be accomplished;
c. Indicate where any cranes are to be located for erection construction;
d. Describe how much of the public street, alleyway, or sidewalk is proposed
to be used in conjunction with construction;
e. Set forth the extent and nature of any pile-driving operations;
f. Describe the length and number of any tiebacks which must extend under
the public right-of--way and other private properties;
g. Specify the nature and extent of any dewatering and its effect on any
adjacent buildings;
h. Describe anticipated construction-related truck routes, number of truck
trips, hours of hauling and parking location;
i. Specify the nature and extent of any helicopter hauling;
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State whether any construction activity beyond normally permitted hours
is proposed;
k. Describe any proposed construction noise mitigation measures, including
measures to limit the duration of idling construction trucks,
Describe construction-period security measures including any fencing,
lighting, and security personnel;
m. Provide a grading and drainage plan;
n. Provide aconstruction-period parking plan which shall minimize use of
public streets for parking;
o. List a designated on-site construction manager;
p. Provide a construction materials recycling plan which seeks to maximize
the reuse/recycling of construction waste;
q. Provide a plan regarding use of recycled and low-environmental-impact
materials in building construction; and
r. Provide a construction period urban runoff control plan.
Air Ouality
33. Dust generated by the development activities shall be kept to a minimum with a
goal of retaining dust on the site through implementation of the following
measures recommended by the SCAQMD Rule 43 Handbook:
1) During clearing, grading, earth moving, excavation, or transportation of
cut or fill materials, water trucks or sprinkler systems are to be used to the
extent necessary to prevent dust from leaving the site and to create a crust
after each day's activities cease.
2) Vehicles hauling dirt or other construction debris from the site shall cover
any open load with a tarpaulin or other secure covering to minimize dust
emissions. Immediately after commencing dirt removal from the site, the
general contractor shall provide the City with written certification that all
trucks leaving the site are covered in accordance with this condition of
approval.
3) During clearing, grading,. earth moving, excavation, or transportation of
cut or fill materials, streets and sidewalks within 150 feet of the site
perimeter shall be swept and cleaned a minimum of twice weekly or as
frequently as required by the P W D.
4) During construction, water trucks or sprinkler systems shall be used to
keep all areas of vehicle movement damp enough to prevent dust from
leaving the site. At a minimum, this would include wetting down such
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areas in the later rooming and after work is completed for the day and
whenever wind exceeds 15 miles per hour.
5) Soil stockpiled for more than two days shall be covered, kept moist, or
treated with soil binders to prevent dust generation.
34. Construction equipment used on the site shall meet the following conditions in
order to minimize NOx and ROC emissions:
1) Diesel-powered equipment such as booster pumps or generators should be
replaced by electric equipment to the extent feasible; and
2) The operation of heavy-duty construction equipment shall be limited to no
more than 5 pieces of equipment at one time.
Noise Attenuation
35. All diesel equipment shall be operated with-closed engine doors and shall be
equipped with factory-recommended mufflers.
36. Electrical power shall be used to run air compressors and similar power tools.
37. For all noise-generating activity on the project site associated with the installation
of new facilities, additional noise attenuation techniques shall be employed to
reduce noise levels to City of Santa Monica noise standards. Such techniques
may include, but are not limited to, the use of sound blankets on noise generating
equipment and the construction of temporary sound barriers between construction
sites and nearby sensitive receptors.
Miscellaneous:
38. For temporary excavation and shoring that includes tiebacks into the public right-
of-way, a Tieback Agreement, prepared by the City Attorney, will be required.
39. The ARB shall prohibit tinted, mirrored or reflective glass on the ground floor
windows on the Stewart Street side of the Project. Vertical blinds shall be
prohibited for ground floor windows on the Stewart Street side of the Project.
40. Developer shall cause the first subterranean level of the parking garage on the
west side of the Project to include conduit and stub-outs that will accept electric
wiring to provide power to not less than sixty four (64) electric vehicle charging
stations, which maybe installed in the future, as determined by the Planning
Director based on demand.
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Fire -City of Santa Monica
GENERAL REQUIREMENTS
The following comments are to be included on plans if applicable.
Requirements are based on the California Fire Code (CFC), the Santa Monica Municipal
Code (SMMC) and the California Building Code (CBC).
California Fire Code/ Santa Monica Fire Deaartment Requirements
41. Afire apparatus access road shall be provided to within 150 feet of all exterior
walls of the first floor of the building. The route of the fire apparatus access road
shall be approved by the fire department. The 150 feet is measured by means of
an unobstructed route around the exterior of the building.
42. Apparatus access roads shall have a minimum unobstructed width of 20 feet. A
minimum vertical clearance of 13 feet 6 inches shall be provided for the apparatus
access roads.
43. Dead-end fire apparatus access roads in excess of 150 feet in length shall be
provided with an approved means for turning around the apparatus.
44. A "Knox" key storage box shall be provided for ALL new construction. For
buildings, other than high-rise, a minimum of 3 complete sets of keys shall be
provided. Keys shall be provided for all exterior entry doors, fire protection
equipment control equipment rooms, mechanical and electrical rooms, elevator
controls and equipment spaces, etc. For high-rise buildings, 6 complete sets are
required.
45. Santa Monica Municipal Code Chapter 8 section 8.44.050 requires an approved
automatic fire sprinkler system in ALL new construction and certain remodels or
additions. Any building that does not have a designated occupant and use at the
time fire sprinkler plans are submitted for approval, the system shall be designed
and installed to deliver a minimum density of not less than that required for
ordinary hazard, Group 2, with a minimum design area of not less than three
thousand square feet. Plans and specifications for fire sprinkler systems shall be
submitted and approved prior to system installation.
46. Buildings four or more stories in height shall be provided with not less than one
standpipe during construction.
47. The standpipe(s) shall be installed before the progress of construction is more
than 35-feet above grade. Two-and-one-half-inch valve hose connections shall
be provided at approved, accessible locations adjacent to useable stairs.
Temporary standpipes shall be capable of delivering a minimum demand of 500
gpm at 100-psi residual pressure. Pumping equipment shall be capable of
providing the required pressure and volume.
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48. Provide Multipurpose Dry Chemical type fire extinguishers with a minimum
rating of 2A-lOB:C. Extinguishers shall be located on every floor or level.
Maximum travel distance from any point in space or building shall not exceed 75
feet. Extinguishers shall be mounted on wall or installed in cabinet no higher than
4 ft. above finished floor and plainly visible and readily accessible or signage
shall be provided.
49. An automatic fire extinguishing system complying with UL 300 shall be provided
to protect commercial-type cooking or heating equipment that produces grease-
laden vapors. A separate plan submittal is required for the installation of the
system and shall be in accordance with UFC Article 10, NFPA 17A and NFPA
96. Provide a Class "K" type portable fire extinguisher within 30 feet the kitchen
appliances emitting grease-laden vapors.
50. Every building and/or business suite is required to post address numbers that are
visible from the street and alley. Address numbers shall be a minimum of six (6)
inches in height and contrast with their background. Suite or room numbers shall
be a minimum of four (4) inches in height and contrast with their background.
Santa Monica Municipal Code Chapter 8 Section 8.48.130 (1) (1)
51. When more than one exit is required they shall be arranged so that it is possible to
go in either direction to a separate exit, except deadends not exceeding 20 feet,
and 50 feet in fully sprinklered buildings.
52. Exit and directional signs shall be installed at every required exit doorway,
intersection of corridors, exit stairways and at other such locations and intervals
as necessary to clearly indicate the direction of egress. This occupancy/use
requires the installation of approved floor level exit pathway marking. Exit doors
shall be openable from the inside without the use of a key, special effort or
knowledge.
53. Show ALL door hardware intended for installation on Exit doors.
54. In buildings two stories or more in height an approved floor plan providing
emergency procedure information shall be posted at the entrance to each stairway,
in every elevator lobby, and immediately inside all entrances to the building. The
information shall be posted so that it describes the represented floor and can be
easily seen upon entering the floor level or the building. Required information
shall meet the minimum standards established in the Santa Monica Fire
Department, Fire Prevention Division, information sheet entitled "Evacuation
Floor Plan Signs." (California Code of Regulations Title 19 Section 3.09)
55. Stairway Identification shall be in compliance with CBC 1022.8
56. Floor-level exit signs are required in Group A, E, I, R-1, R-2 and R-4
occupancies.
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57. In buildings two stories in height at least one elevator shall conform to the
California Building Code Chapter 30 section 3003.Sa for General Stretcher
Requirements for medical emergency use.
a. The elevator entrance shall not be less than 42 inches wide by 72 inches
high.
b. The elevator car shall have a minimum clear distance between walls
excluding return panels of not less than 80 inches by 54 inches.
c. Medical emergency elevators shall be identified by the international
symbol (star of life) for emergency elevator use. The symbol shall be not
less than 3-inches in size.
58. Storage, dispensing or use of any flammable or combustible liquids, flammable
compressed gases or other hazardous materials shall comply with the Uniform
Fire Code. The Santa Monica Fire Department prior to any materials being stored
or used on site shall approve the storage and use of any hazardous materials.
Complete and submit a "Consolidated Permit Application Package." Copies may
be obtained by calling (310) 458-8915.
59. Alarm-initiating devices, alarm-notification devices and other fire alarm system
components shall be designed and installed in accordance with the appropriate
standards of Chapter 35 of the Building Code, and the National Fire Alarm Code
NFPA 72. The fire alarm system shall include visual notification appliances for
warning the hearing impaired. Approved visual appliances shall be installed in
ALL rooms except private (individual) offices, closets, etc
60. An approved fire alarm system shall be installed as follows:
61. Group A Occupancies with an occupant load of 1,000 or more shall be provided
with a manual fire alarm system and an approved prerecorded message
announcement using an approved voice communication system. Emergency
power shall be provided for the voice communication system.
62. Group E Occupancies having occupant loads of 50 or more shall be provided with
an approved manual fire alarm system.
63. Group R-1, R-2 Apartment houses containing 16 or more dwelling units, in
building three or more stories in height R-2.1 and R-4 Occupancies shall be
provided with a manual alarm system. Smoke detectors shall be provided in all
common areas and interior corridors of required exits. Recreational, laundry,
furnace rooms and similar areas shall be provided with heat detectors:
64. Plans and specifications for fire alarm systems shall be submitted and approved
prior to system installation
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Santa Monica Fire Department -Fire Prevention Policv Number 5-1
Subject: Fire Apparatus Access Road Requirements
Scone: This policy identifies the minimum standards for apparatus access roads required
by California Fire Code, Section 503.
Application
65. Fire apparatus access roads shall comply with the following minimum standards:
a. The minimum clear width shall be not less than 20 feet. No parking,
stopping or standing of vehicles is permitted in this clear width.
b. When fire hydrants or fire department connections to fire sprinkler
systems are located on fire apparatus access roads the minimum width
shall be 26 feet. This additional width shall extend for 20 feet on each side
of the centerline of the fire hydrant or fire department connection.
c. The minimum vertical clearance shall be 13 feet, 6 inches.
d. The minimum tum radius for all access road turns shall be not less than 39
feet for the inside radius and 45 feet for the outside radius.
e. Dead-end access roads in excess of 150 feet in length shall be provided
with either a 96 feet diameter "cul-de-sac," 60 foot "Y" or 120-foot
"hammerhead" to allow the apparatus to turn.
f The surface shall be designed and maintained to support the imposed loads
of at least 75,000-pound and shall be "all-weather." An "all-weather"
surface is asphalt, concrete or other approved driving surface capable of
supporting the load.
66. Gates installed on fire apparatus access roads shall comply with the following:
a. The width of any gate installed on a fire apparatus access road shall be a
minimum of 20 feet.
b. Gates maybe of the swinging or sliding type.
c. Gates shall be constructed of materials that will allow for manual
operation by one person.
d. All gate components shall be maintained in an operative condition at all
times and shall be repaired or replaced when defective.
e. Electric gates shall be equipped with a means of opening the gate by fire
department personnel for emergency access. The Fire Prevention Division
shall approve emergency opening devices.
f Manual opening gates may be locked with a padlock, as long it is
accessible to be opened by means of forcible entry tools.
g. The Fire Prevention Division shall approve locking device specification.
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67. Fire apparatus access roads shall be marked with permanent NO PARKING -
FIRE LANE CVC SECTION 22500.1. Signs shall have a minimum dimension of
12 inches wide and 18 inches high having red letters on a white reflective
background.
a. Fire apparatus access roads signs and placement shall comply with the
following:
1) Fire Apparatus access roads 20 to 26 feet wide must be posted on
both sides as a fire lane.
2) Fire Apparatus access roads 26 to 32 feet wide must be posted on
one side as a fire lane.
68. Buildings or facilities exceeding 30 feet in height or more than 3 stories in height
shall have at least 2 fire apparatus access roads for each structure.
69. Fire apparatus access roads for commercial and industrial development shall
comply with the following:
1) Buildings or facilities exceeding 30 feet in height or more than 3 stories in
height shall have at least 2 means of fire apparatus access for each
structure.
2) Buildings or facilities having a gross floor area of more than 62,000
square feet shall be provided with 2 fire apparatus access roads.
3) When two access roads are required, they shall be placed a distance apart
equal to not less than one half of the length of the maximum overall
diagonal dimension of the property or area to be accessed measured in a
straight line between access.
70. Aerial apparatus access roads shall comply with the following:
1) Buildings or portions of buildings or facilities exceeding 30 feet in height
from the lowest point of Fire Department access shall be provided shall be
provided with approved apparatus access roads capable of accommodating
aerial apparatus.
2) Apparatus access roads shall have a minimum width of 26 feet in the
immediate vicinity of any building or portion of a building more than 30
feet in height.
3) At least one of the required access roads meeting this condition shall be
located within a minimum of 15 feet and maximum of 30 feet from the
building and shall be a positioned parallel to one entire side of the
building.
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Colorado Studios Development Agreement B-I-I I.doc
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71. California Building Code /Santa Monica Fire Department Requirements
Occupancy Classification and Division
• If a change in occupancy or use, identify the existing and all proposed new
occupancy classifications and uses
• Assembly (A-1, A-2, A-3), Business (B), Mercantile (M), Residential (R), etc.
• Include all accessory uses
Building Height
• Height in feet (SMMC defines aHigh-Rise as any structure greater then 55
feet.)
• Number of stories
• Detail increase in allowableheight
• Type I (II-FR.) buildings housing Group B office or Group R, Division 1
Occupancies each having floors used for human occupancy located more than
55 feet above the lowest level of fire department vehicle access shall comply
with CBC Section 403.
a. Automatic sprinkler system.
b. Smoke-detection systems.
c. Smoke control system conforming to Chapter 9 section 909.
d. Fire alarm and communication systems.
1. Emergency voice alarm signaling system.
2. Fire department communication system.
e. Central control station. (96 square feet minimum with a
minimum dimension of 8' ft)
£ {omitted}
g. Elevators.
h. Standby power and light and emergency systems.
i. Exits
j. Seismic consideration.
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Total Floor Area of Building or Project
• Basic Allowable Floor Area
• Floor Area for each room or area
• Detail allowable area increase calculations
Corridor Construction
• Type of Construction
• Detail any and all code exceptions being used
Occupant Load Calculations
• Occupancy Classification for each room or area.
• Occupant Load Calculation for each room or area based on use or occupancy
• Total Proposed Occupant Load
Means of Egress
• Exit width calculations
• Exit path of travel
• Exit Signage and Pathway Illumination (low level exit signage)
Atria -Atria shall comply with CBC Section 404 as follows:
• Atria shall not be permitted in buildings containing Group H Occupancies:
• The entire building shall be sprinklered.
• A mechanically operated smoke-control system meeting the requirements of
Section 909 and 909.9 shall be installed.
• Smoke detectors shall be installed in accordance with the Fire Code.
• Except for open exit balconies within the atrium, the atrium shall be separated
from adjacent spaces by one-hour fire-resistive construction. See exceptions to
Section 404.6.
• When a required exit enters the atrium space, the travel distance from the
doorway of the tenant space to an enclosed stairway, horizontal exit, exterior
door or exit passageway shall not exceed 200 feet.
• In other than jails, prisons and reformatories, sleeping rooms of Group I
Occupancies shall not have required exits through the atrium.
• Standby power shall be provided for the atrium and tenant space smoke-
control system. Sections 404.7 and 909.11.
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• The interior finish for walls and ceilings of the atrium and all unseparated
tenant spaces shall be Class I. Section 404.8.
Atriums of a height greater than 20 feet, measured from the ceiling sprinklers, shall only
contain furnishings and decorative materials with potential heat of combustion less than
9,000 Btu's per pound. All furnishings to comply with California Bureau of Home
Furnishings, Technical Bulletin 133, "Flammability Test for Seating Furniture in Public
Occupancies."
All furnishings in public areas shall comply with California Bureau of Home Furnishings;
Technical Bulletin 133, "Flammability Test for Seating Furniture in Public Occupancies."
Fire-Los Aneeles Countv
72. Fire Flow Requirements
I. INTRODUCTION
A. Purpose: To provide Department standards for fire flow, hydrant spacing
and specifications.
B. Scope: Informational to the general public and instructional to all
individuals, companies, or corporations involved in the subdivision of land,
construction of buildings, or alterations and/or installation of fire protection
water systems and hydrants.
C. Author: The Deputy Chief of the Prevention Services Bureau through
the Assistant Fire Chief (Fire Marshal) of the Fire Prevention Division
is responsible for the origin and maintenance of this regulation.
D. Definitions:
GPM -gallons per minute
2. psi -pounds per square inch
3. Detached condominiums -single detached dwelling units on
land owned in common
4. Multiple family dwellings -three or more dwelling units
attached
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Colorado Studios Development Agreement B-I-I l.doc
II. RESPONSIBILITY
A. Land Development Unit
The Deparhnent's Land Development Unit shall review all
subdivisions of land and apply fire flow and hydrant spacing
requirements in accordance with this regulation and the present
zoning of the subdivision or allowed land use as approved by the
County's Regional Planning Commission or city planning
department.
B. Fire Prevention Engineering Section
The Department's Fire Prevention Engineering Section shall
review building plans and apply fire flow and hydrant spacing
requirements in accordance with this regulation.
III. POLICY
A. The procedures, standards, and policies contained herein are provided
to ensure the adequacy of, and access to, fire protection water and shall
be enforced by all Department personnel.
{remainder afpage is blank}
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Colorado Studios Development Agreement 8-1-1 l.doc
IV. PROCEDURES
A. Land development: fire flow, duration of flow, and hydrant spacing
The following requirements apply to land development issues such as: tract
and parcel maps, conditional use permits, zone changes, lot line adjustments,
planned unit developments, etc.
1 . Residential
Fire Zones 3
Very High Fire Hazard Severity Zone (VHFHSZ)
Public
Fire Flow Duration Hydrant
of Flow S~lacmQ
a. Single family dwelling 1,250 GPM 2 hrs. 600 ft.
and detached condominiums
(1 -4 Units)
(Under 5,000 square feet)
b. Detached condominium 1,500 GPM 2 hrs. 300 ft.
(5 or more units)
(Under 5,000 square feet)
c. Two family dwellings 1,500 GPM 2 hrs. 600 ft.
(Duplexes)
NOTE: FOR SINGLE FAMILY DWELLINGS OVER
5,000
SQUARE FEET. SEE, TABLE 1 FOR FIRE
FLOW REQUIREMENTS PER BUILDING
SIZE.
2. Multiple family dwellings, hotels, high rise, commercial, industrial, etc.
a. Due to the undetermined building designs for new land
development projects (undeveloped land), the required fire flow
shall be: 5,000 GPM 5 hrs. 300 ft.
NOTE: REDUCTION IN FIRE FLOW IN ACCORDANCE
WITH TABLE 1.
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Colorado Studios Development Agreement &-1-1 l.doc
b. Land development projects consisting of lots having existing
structures shall be in compliance with Table 1 (fire flow per
building size). This standard applies to multiple family
dwellings, hotels, high rise, commercial, industrial, etc.
NOTE: FIRE FLOWS PRECEDING ARE MEASURED AT
20 POUNDS PER SQUARE INCH RESIDUAL
PRESSURE.
B. Building plans
The Department's Fire Prevention Engineering Section shall review building plans
and apply fire flow requirements and hydrant spacing in accordance with the
following:
1. Residential
Building Occupancy Classification
a. Sinele family dwellines -Fire Zone 3 (Less than 5,000 square feed
Duration Public Hydrant
Fire Flow of Flow Spacine
On a lot of one acre or more 750 GPM 2 hrs. 600 ft.
On a lot less than one acre 1,250 GPM 2 hrs 600 ft.
b. Sinele family dwellines - VHFHSZ (Less than 5,000 square feed
On a lot of one acre or more 1,000 GPM 2 hrs. 600 ft.
On a lot less than one acre 1,250 GPM 2 hrs 600 ft.
NOTE: FOR SINGLE FAMILY DWELLINGS GREATER THAN 5,000
SQUARE FEET IN AREA SEE TABLE
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Colorado Studios Development Agreement 8-1-1 l.doc
Duration
Fire Flow of Flow
c. Two family dwellings - VHFHSZ (Less than 5,000 square feetl
Duplexes
1,500 GPM 2 hrs
2. Mobile Home Park
a. Recreation Buildings
Public Hydrant
Spacine
600 ft.
Refer to Table 1 for fire flow according to building
size.
b. Mobile Home Park 1,250 GPM 2 hrs 600 ft.
3. Multiple residential, apartments, single family residences (greater than
5,000 square feet), private schools, hotels, high rise, commercial,
industrial, eta (R-1, E, B, A, I, H, F, M, S) (see Table 1).
C. Public fire hydrant requirements
1. Fire hydrants shall be required at intersections and along access ways as
spacing requirements dictate
2. Spacing
a. Cul-de-sac
When cul-de-sac depth exceeds 450' (residential) or
200' (commercial), hydrants shall be required at mid-
block. Additional hydrants will be required if hydrant
spacing exceeds specified distances.
b. Single family dwellings
Fire hydrant spacing of 600 feet
NOTE: The following guidelines shall be used in
meeting single family dwellings hydrant
spacing requirements:
(1) Urban properties (more than one unit per acre):
No portion of lot frontage should be more than
450' via vehicular access from a public hydrant.
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Colorado Studios Development Agreement 8-1-1 l.doc
(2) Non-Urban Properties (less than one unit per acre):
No portion of a structure should be placed on a
lot where it exceeds 750' via vehicular access
from a properly spaced public hydrant that meets
the required fire flow.
c. All occupancies
Other than single family dwellings, such as commercial,
industrial, multi-family dwellings, private schools,
institutions, detached condominiums (five or more
units), etc.
Fire hydrant spacing shall be 300 feet.
NOTE:The following guidelines shall be used in
meeting the hydrant spacing requirements.
(1) No portion of lot frontage shall be more than
200 feet via vehicular access from a public hydrant.
(2) No portion of a building should exceed 400 feet
via vehicular access from a properly spaced public
hydrant.
d. Supplemental fire protection
When a structure cannot meet the required public
hydrant spacing distances, supplemental fire protection
shall be required.
NOTE: Supplemental fire protection is not limited to
the installation of on-site fire hydrants; it may include
automatic extinguishing systems.
3. Hydrant location requirements -both sides of a street
Hydrants shall be required on both sides of the street whenever:
a. Streets having raised median center dividers that make access to
hydrants difficult, causes time delay, and/or creates undue hazard.
b. For situations other than those listed in "a" above, the Department's
inspector's judgment shall be used. The following items shall be
considered when determining hydrant locations:
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Colorado Studios Development Agreement 8-1-1 l.doc
(1) Excessive traffic loads, major arterial
route, in which traffic would be difficult to
detour.
(2) Lack of adjacent parallel public streets in
which traffic could be redirected (e.g.,
Pacific Coast Highway).
(3) Past practices in the area.
(4) Possibility of future development in the
area.
(5) Type of development (i.e., flag-lot units,
large aparhnent or condo complex, etc.).
(6) Accessibility to existing hydrants
(7) Possibility of the existing street having a
raised median center dividerin the near
future.
D. On-Site Hydrant Requirements
When any portion of a proposed structure exceeds (via vehicular access)
the allowable distances from a public hydrant and on-site hydrants are
required, the following spacing requirements shall be met:
a. Spacing distance between on-site hydrants shall be 300 to 600 feet.
(1) Design features shall assist in allowing
distance modifications.
b. Factors considered when allowing distance modifications.
(1) Only sprinklered buildings qualify for the
maximum spacing of 600 feet.
(2) For non-sprinklered buildings,
consideration should be given to fire
protection, access doors, outside storage,
etc. Distance between hydrants should not
exceed 400 feet.
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Colorado Studios Development Agreement 8d-I l.doc
Fire flow
a. All on-site fire hydrants shall flow a minimum of 1,250 gallons per
minute at 20 psi for a duration of two hours. If more than one on-
site fire hydrant is required, the on-site fire flow shall be at least
2,500 gallons per minute at 20 psi, flowing from two hydrants
simultaneously. On site flow may be greater depending upon the
size of the structure and the distance from public hydrants.
NOTE: ONE OF THE TWO HYDRANTS TESTED SHALL BE
THE FARTHEST FROM THE PUBLIC WATER
SOURCE.
3. Distance from structures
All on-site hydrants shall be installed a minimum of 25 feet from a
structure or protected by a two-hour firewall.
4. Shut-off valves
All on-site hydrants shall be equipped with ashut-off (gate) valve,
which shall be located as follows:
a. Minimum distance to the hydrant 10 feet.
b. Maximum distance from the hydrant 25 feet
5. Inspection of new installations
All new on-site hydrants and underground installations are subject
to inspection of the following items by a representative of the
Department:
a. Piping materials and the bracing and support thereof.
b. A hydrostatic test of 200 psi for two hours.
c. Adequate flushing of the installation.
d. Flow test to satisfy required fire flow.
(1) Hydrants shall be painted with two coats of red primer and
one coat of red paint, with the exception of the stem and
threads, prior to flow test and acceptance of the system.
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Colorado Studios Development Agreement 8-I-I l.doc
6. Maintenance
It shall be the responsibility of the property management company,
the homeowners association, or the property owner to maintain on-
site hydrants.
a. Hydrants shall be painted with two coats of red primer and one coat
of red, with the exception of the stem and threads, prior to flow test
and acceptance of the system.
b. No barricades, walls, fences, landscaping, etc., shall be installed or
planted within three feet of a fire hydrant.
E.
Public Hydrant Flow Procedure
The minimum acceptable flow from any existine public hydrant shall be 1,000
GPM unless the required fire flow is less. Hydrants used to satisfy fire
flow requirements will be determined by the following items:
1. Only hydrants that meet spacing requirements are acceptable
for meeting fire flow requirements.
2. In order to meet the required fire flow:
a. Flow closest hydrant and calculate to determine flow at 20
pounds per square inch residual pressure. If the calculated
flow does not meet the fire flow requirement, the next closest
hydrant shall be flowed simultaneously with the first
hydrant, providing it meets the spacing requirement, etc.
b. If more than one hydrant is to be flowed in order to meet
the required fire flow, the number of hydrants shall be
flowed as follows:
One hydrant
Two hydrants
Three hydrants
F
Hydrant Up¢rade Policy
1,250 GPM and below
1,251- 3,500 GPM flowing simultaneously
3,501- 5,000 GPM flowing simultaneously
Existin single outlet 2 1/2" inch hydrants shall be upgraded to a
double outlet 6" x 4" x 2 1/2" hydrant when the required fire flow
exceeds 1,250
GPM.
2. An upgrade of the fire hydrant will not be required if the required fire
D-39
Colorado Studios Development Agreement B-I-1l.doc
flow is between the minimum requirement of 750 gallons per minute,
up to and including 1,250 gallons per minute, and the existing public
water system will provide the required fire flow through an existing
wharf fire hydrant.
3. All new required fire hydrant installations shall be approved
6" x 4" x 2 1/2" fire hydrants.
4. When water main improvements are required to meet GPM flow,
and the existing water main has single outlet 2 1/2" fire
hydrant(s), then a hydrant(s) upgrade will be required. This
upgrade shall apply regardless of flow requirements.
5. The owner-developer shall be responsible for making the
necessary arrangements with the local water purveyor for the
installation of all public facilities.
6. Approved fire hydrant barricades shall be installed if curbs are not
provided (see Figures 1, 2, and 3 following on pages 11 and 12).
G. Hydrant Specifications
All required public and on-site fire hydrants shall be installed to the
following specifications prior to flow test and acceptance of the system.
Hydrants shall be:
a. Installed so that the center line of the lowest outlet is
between 14 and 24 inches above finished grade
b. Installed so that the front of the riser is between 12 and 24
inches behind the curb face
c. Installed with outlets facing the curb at a 45-degree angle to
the curb line if there are double outlet hydrants
d. Similar to the type of construction which conforms to current
A.W.W.A. Standards
e. Provided with three-foot unobstructed clearance on all sides.
f. Provided with approved plastic caps
D-40
Colorado Studios Development Agreement &-1-1 l.doc
g. Painted with two coats of red primer and one coat of traffic
signal yellow for public hydrants and one coat of red for on-
site hydrants, with the exception of the stems and threads
2. Underground shut-off valves are to be located:
a. A minimum distance of 10 feet from the hydrant b. A
maximum distance of 25 feet from the hydrant
Exception: Location can be less than l0 feet when the water
main is already installed and the 10-foot minimum distance
cannot be satisfied.
3. All new water mains, laterals, gate valves, buries, and riser shall
be a minimum of six inches inside diameter.
4. When sidewalks are contiguous with a curb and are five feet wide
or less, fire hydrants shall be placed immediately behind the
sidewalk. Under no circumstances shall hydrants be more than six
feet from a curb line.
5. The owner-developer shall be responsible for making the
necessary arrangements with the local water purveyor for the
installation of all public facilities.
6. Approved fire hydrant barricades shall be installed if curbs are
not provided (see Figures 1, 2, and 3 following on pages 11 and
12).
D-41
Colorado Studios Development Agreement 8-1-1 l.doc
Barricade/Clearance Details
CONCRETE CAP
6BARRICADE POST
CONCRETE FILLED
3' MIN. MIN. 6" D1A. SCWEDULE d0
STEEL. SEE NOTE #t
CONCRETE
4' MIN.
15"
Figure 1
f'
( i i'` 1
~ ', ~' ," 1
t f ~, .- `~ ~,t~
~.
s° ~ ~<
PL,4N
FIRE HYDRANT BARRICADES
(TYPIC,4L)
Figure 2
D-42
Colorado Studios Development Agreement 8-1-1 l.doc
Notes:
1. Constructed of steel not less than four inches in diameter, six inches if heavy
truck traffic is anticipated, schedule 40 steel and concrete filled.
2. Posts shall be set not less than three feet deep in a concrete footing of not less
than 1 S inches in diameter, with the top of the posts not less than three feet
above ground and not less than three feet from the hydrant
3. Posts, fences, vehicles, growth, trash storage and other materials or things shall
not be placed or kept near fire hydrants in a manner that would prevent fire
hydrants from being immediately discernable.
4. If hydrant is to be barricaded, no barricade shall be constructed in front of the
hydrant outlets (Figure 2, shaded area).
5. The exact location of barricades may be changed by the field inspector during a
field inspection.
6. The steel pipe above ground shall be painted a minimum of two field coats of
primer.
Two finish coats of "traffic signal yellow" shall be used for fire hydranT
barricades.
8. Figure 3 shows hydrant hook up during fireground operations. Notice apparatus
(hydra-assist-valve) connected to hydrant and the required area. Figure 3 shows
the importance of not constructing barricades or other obstructions in front of
hydrant outlets.
D-43
Colorado Studios Development Agreement 8-1-I Ldoc
Figure 3
H. Private fire protection systems for rural commercial and industrial development
Where the standards of this regulation cannot be met for industrial and
commercial developments in rural areas, alternate proposals which meet NFPA
Standard 1142 may be submitted to the Fire Marshal for review. Such
proposals shall also be subject to the following:
The structure is beyond 3,000 feet of any existing, adequately-
sized water system.
a. Structures within 3,000 feet of an existing, adequately-sized
water system, but beyond a water purveyor service area, will
be reviewed on an individual basis.
2. The structure is in an area designated by the County of Los
Angeles' General Plan as rural non-urban.
Blue reflective hydrant markers replacement policy
Purpose: To provide information regarding the replacement of
blue reflective hydrant markers, following street construction or
repair work.
a. Fire station personnel shall inform Department of Public
Works Road Construction Inspectors of the importance of
the blue reflective hydrant markers, and encourage them to
enforce their Department permit requirement, that streets and
roads be returned to their original condition, following
construction or repair work.
b. When street construction or repair work occurs within this
Department's jurisdiction; the nearest Department of Public
Works Permit Office shall be contacted. The location can be
found by searching for the jurisdiction office in the "County
of Los Angeles Telephone Directory" under "Department of
Public Works Road Maintenance Division:" The importance
of the blue reflective hydrant markers should be explained,
and the requirement encouraged that the street be returned to
its original condition, by replacing the hydrant markers.
D-44
Colorado Studios Development Agreement B-I-I l.doc
TABLE 1 *
BUILDING SIZE
(First floor area) Fire Flow *(1) (2) Duration Hydrant Spacine
Under 3,000 sq. ft. 1,000 GPM 2 hrs. 300 ft.
3,000 to 4,999 sq. ft. 1,250 GPM 2 hrs. 300 ft:
5,000 to 7,999 sq. ft. 1,500 GPM 2 hrs. 300 ft.
8,000 to 9,999 sq. ft. 2,000 GPM 2 hrs. 300 ft.
10,000 to 14,999 sq. ft. 2,500 GPM 2 hrs. 300 ft.
15,000 to 19,999 sq. ft. 3,000 GPM 3 hrs. 300 ft.
20,000 to 24,999 sq. ft. 3,500 GPM 3 hrs. 300 ft.
25,000 to 29,999 sq. ft. 4,000 GPM 4 hrs. 300 ft.
30,000 to 34,999 sq. ft. 4,500 GPM 4 hrs. 300 ft.
35,000 or more sq. ft. 5,000 GPM 5 hrs. 300 ft.
* See applicable footnotes below:
(FIRE FLOWS MEASURED AT 20 POUNDS PER SQUARE INCH
RESIDUAL PRESSURE)
(1) Conditions requiring additional fire flow.
a. Each story above ground level -add 500 GPM per story.
b. .Any exposure within 50 feet - add a total of 500 GPM.
c. Any high-rise building (as determined by thejurisdictional building code)
the fire flow shall be a minimum of 3,500 GPM for 3 hours at 20 psi.
d. Any flow may be increased up to 1,000 GPM for a hazardous occupancy.
(2) Reductions in fire flow shall be cumulative for type of construction and a fully
sprinklered building. The following allowances and/or additions may be made
to standard fire flow requirements:
a. A 25% reduction shall be granted for the following types of construction:
Type I-F.R, Type II-F.R., Type II one-hour, Type II-N, Type III one-hour,
Type III-N, Type IV, Type IV one hour, and Type Vone-hour. This
D-45
Colorado Studios Development Agreement 8-I-1 l.doc
reduction shall be automatic and credited on all projects using these types
of construction. Credit will not be given for Type V-N structures (to a
minimum of 2,000 GPM available fire flow).
b. A 25% reduction shall be granted for fully sprinklered buildings (to a
minimum of 2,000 GPM available fire flow).
c. When determining required fire flows for structures that total 70,000
square feet or greater, such flows shall not be reduced below 3,500 GPM
at 20 psi for three hours.
D-46
Colorado Studios Development Agreement 8-1-1 l.doc
EXHIBIT "E"
ZONING ORDINANCE
On file with the City Clerk
E-1
Colorado Studios Development Agreement 8-I-1 l.doc
EXHIBIT "F"
LOCAL HIRING PROGRAM
Local Hiring Policy For Consturction. Developer shall implement a local hiring policy
(the "Local Hiring Policy") for construction of the Project, consistent with the following
guidelines:
Purpose. The purpose of the Local Hiring Policy is to facilitate the employment
by Developer and its contractors at the Project of residents of the City of Santa
Monica (the "Targeted Job Applicants"), and in particular, those residents who
are "Low-Income Individuals" (defined below).
2. Definitions.
a. "Contract" means a contract or other agreement for the providing of any
combination of labor, materials, supplies, and equipment to the
construction of the Project that will result in On-Site Jobs, directly or
indirectly, either pursuant to the terms of such contract or other agreement
or through one or more subcontracts.
b. "Contractor" means a prime contractor, asub-contractor, or any other
entity that enters into a Contract with Developer for any portion or
component of the work necessary to construct the Project (excluding
architectural, design and other "soft" components of the construction of
the Project).
c. "Low Income Individual" means a resident of the City of Santa Monica
whose household income is no greater than 80% of the Median Income.
d. "Median Income" means the median income for the Los Angeles
Metropolitan Statistical Area, as published from time to time by the City
in connection with its Affordable Housing Production Program pursuant to
SMMC section 9.56.
e. "On-Site Jobs" means all jobs by a Contractor under a Contract for which
at least fifty percent (50%) of the work hours for such job requires the
employee to be at the Project site, regardless of whether such job is in the
nature of an employee or an independent contractor.
3. Priority for Targeted Job Applicants. Subject to Section 6 below in this
Exhibit "F;' the Local Hiring Policy provides that the Targeted Job Applicants
shall be considered for each On-Site Job in the following order of priority:
a. First Priority: Low Income Individuals living within one mile of the
Project;
F-1
Colorado Studios Development Agreement 8-1-1 l.doc
b. Second Priority: Low Income Individuals living in census tracts
throughout the City for which household income is no greater than 80°/n of
the Median Income;
c. Third Priority: Low Income Individuals living in the City, other than the
first priority and second priority Low Income Individuals; and
d. Fourth Priority: City residents other than the first priority, second priority,
and third priority City residents.
4. Coveraee. The Local Hiring Policy shall apply to all hiring for On-Site Jobs
related to the construction of the Project, by Developer and its Contractors.
5. Outreach. So that Targeted Job Applicants are made aware of the availability of
On-Site Jobs, Developer or its Contractors shall advertise available On-Site Jobs
in the Santa Monica Daily Press or similar local newspaper.
6. Hiring. Developer and its prime contractor shall consider in good faith all
applications submitted by Targeted Job Applicants for On-Site Jobs, in
accordance with their respective normal hiring practices. The City acknowledges
that the Contractors shall determine in their respective subjective business
judgment whether any particular Targeted Job Applicant is qualified to perform
the On-Site Job for which such Targeted Job Applicant has applied.
Term. The Local Hiring Policy shall continue to apply to the construction of the
Project until the final certificate of occupancy for the Project has been issued by
the City.
F-2
Colorado Studios Development Agreement 8-1-1 l.doc
EXHIBIT "G-1"
PENNSYLVANIA AVENUE EXTENSION
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G-I -page 1
Colorado Studios Development Agreement 8-1-1 l.doc
EXHIBIT "G-2"
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Colorado Studios Development Agreement 8-1-I Ldoc
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Colorado Studios Development Agreement B-I-I l.doc
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Colorado Studios Development Agreement 8-1-ll.doc
EXHIBIT "H"
SANTA MON[CA SIGN CODE
On file with the City Clerk.
H-1
Colorado Studios Development Agreement 8-1-71.doc
EXHIBIT "I"
CONSTRUCTION MITIGATION PLAN
CON-1 Construction Impact Mitigation Plan.
The applicant shall prepare, implement and maintain a Construction Impact Mitigation
Plan that shall be designed to:
• Prevent material traffic impacts on the surrounding roadway network.
• Minimize parking impacts both to public parking and access to private
parking to the greatest extent practicable.
• Ensure safety for both those constructing the project and the surrounding
community.
• Prevent substantial truck traffic through residential neighborhoods.
The Construction Impact Mitigation Plan shall be subject to review and approval by the
following City departments: Department of Public Works; Fire; Planning and Community
Development; and Police. This review will ensure that the Plan has been designed in
accordance with this mitigation measure. This review shall occur prior to commencement
of any construction staging for the project. The Mitigation Plan shall, at a minimum,
include the following:
Oneoine Requirements Throuehout the Duration of Construction
A detailed traffic control plan for work zones shall be maintained which
includes at a minimum accurate existing and proposed: parking and travel lane
configurations; warning, regulatory, guide and directional signage; and area
sidewalks, bicycle lanes and parking lanes. The plan shall include specific
information regarding the project's construction activities that may disrupt
normal pedestrian and traffic flow and the measures to address these
disruptions. Such plans must be reviewed and approved by the Transportation
Management Division prior to commencement of construction and
implemented in accordance with this approval.
Work within the public right-of--way shall be performed between 9:00 AM
and 4:00 PM, including: dirt and demolition material hauling and construction
material delivery. Work within the public right-of--way outside of these hours
shall only be allowed after the issuance of an after-hours construction permit.
Streets and equipment shall be cleaned in accordance with established PW
requirements.
I-I
Colorado Studios Development Agreement B-I-1l.doc
• Trucks shall only travel on a City approved construction route. Truck
queuing/staging shall not be allowed on Santa Monica streets. Limited
queueing may occur on the construction site itself.
• Materials and equipment shall be minimally visible to the public; the preferred
location for materials is to be on-site, with a minimum amount of materials
within a work area in the public right-of--way, subject to a current Use of
Public Property Permit.
• Any requests for work before or after normal construction hours within the
public right-of--way shall be subject to review and approval through the After
Hours Permit process administered by the Building and Safety Division.
• Off-street parking shall be provided for construction workers. This may
include the use of a remote location with shuttle transport to the site, if
determined necessary by the City of Santa Monica.
Proiect Coordination Elements That shall Be Implemented Prior to Commencement of
Construction
• The traveling public shall be advised of impending construction activities (e.g.
information signs, portable message signs, media listing/notifioation,
implementation of an approved traffic control plan).
• Any construction work requiring encroachment into public rights-of--way,
detours or any other work within the public right-of--way shall require
approval from the City through issuance of a Use of Public Property Permit,
Excavation Permit, Sewer Permit or Oversize Load Permit, as well as any
Caltrans Permits required.
• Timely notification of construction schedules shall be given to all affected
agencies (e.g, Big BIue.Bus, Police Department, Fire Department,
Department of Public Works, and Planning and Community Development
Department) and to all owners and residential and commercial tenants of
property within a radius of 500 feet.
• Construction work shall be coordinated with affected agencies in advance of
start of work. Approvals may take up to two weeks per each submittal.
• The Strategic Transportation Planning Division shall approve of any haul
routes, for earth, concrete or construction materials and equipment hauling.
I-2
Colorado Studios Development Agreement 8-1-1 l.doc
CON-2(a) Diesel EauiomentMufflers
All diesel equipment shall be operated with closed engine doors and shall be equipped
with factory-recommended mufflers.
CON-2(b) Electrically-Powered Tools.
Electrical power shall be used to run air compressors and similar power tools.
CON-2(,c) Restrictions on Excavation and Foundation/Conditioning.
Pile driving, excavation, foundation- laying, and conditioning activities (the noisiest
phases of construction) shall be restricted to between the hours of 10:00 AM and 3:00
PM, Monday through Friday, in accordance with Section 4.12.110(d) of the Santa
Monica Municipal Code.
CON-2(d) Additional Noise Attenuation Techniques.
For all noise generating construction activity on the project site, additional noise
attenuation techniques shall be employed to reduce noise levels at to 83 dB or less from
8:00 to 6:00 PM weekdays and 9:00 AM to 5:00 PM Saturdays. Per the Noise Ordinance,
construction noise may exceed 83 dB if it only occurs between 10:00 AM and 3:00 PM.
Such techniques may include, but are not limited to, the use of sound blankets on noise
generating equipment and the construction of temporary sound ban•iers around the
perimeter of the project construction site.
CON-2(e) Construction Sign Posting.
In accordance with Municipal Code Section 4.12.120, the project applicant shall be
required to post a sign informing all workers and subcontractors of the time restrictions
for construction activities. The sign shall also include the City telephone numbers where
violations can be
reported and complaints associated with construction noise can be submitted.
CON-3(a) ROG Control Measures.
The applicant shall ensure that architectural coatings used on the project comply with
SCAQMD Rule 1113, which limits the VOC content of architectural coatings.
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CON-3(bl Fugitive Dust Control Measures.
The following shall be implemented during construction to minimize fugitive dust and
associated particulate emissions:
• Sufficiently water all excavated or graded material to prevent excessive
amounts of dust.
• Watering shall occur at least three times daily with complete coverage,
preferably at the start of the day, in the late morning and after work is done for
the day.
• Cease all grading, earth moving or excavation activities during periods of high
winds (i.e., greater than 20 mph measured as instantaneous wind gusts) so as
to prevent excessive amounts of dust. Securely cover all material transported
on and off-site to prevent excessive amounts of dust.
• Cover all soil stockpiles.
• Limit on-site vehicle speeds to I S mph.
• Install wheel washers where vehicles enter and exit the construction site onto
paved roads or wash off trucks and any equipment leaving the site each trip.
• Appoint a construction relations officer to act as a community liaison
concerning on-site construction activity including resolution of issues related
to PM10 generation.
• Sweep streets at the end of the day using SCAQMD Rule 1186 certified street
sweepers or roadway washing trucks if visible soil is carried onto adjacent
public paved roads (recommend water sweepers with reclaimed water).
Colorado Studios Development Agreement 8-1-1 l.doc
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EXHIBIT "J"
TRANSPORTATION DEMAND MANAGEMENT
TDM Program
Performance Standards
Developer shall meet the following performance monitoring requirements:
Peak Hour Trip Requirements. The Project shall not generate an average of more than
165 AM peak hour trips or more than 174 PM peak hour trips (the "Peak Daily Trips"),
as defined for the Project under the Trip Generation, 7`h Edition (Institute of Traffic
Engineers, 2003) applying ITE code #710 for general office use.
AVR Requirements. For all occupants of the Project, Developer shall achieve an
average vehicle ridership ("AVR") of at least 1.5 by the second year after issuance of the
Certificate of Occupancy for the Project. In addition, within twelve (12) months
following the date that Phase II of the Expo line is complete and operating as currently
anticipated, the Developer will achieve a 1.6 AVR. Chapter 9.16 of the Santa Monica
Municipal Code shall govern how the AVR is calculated; The initial baseline survey
report shall be due at the time of submittal of the first annual compliance report following
the issuance of the Certificate of Occupancy unless an alternative submittal date is
approved by the Planning Director. Developer's failure to achieve the applicable AVR
standard shall not constitute a default within the meaning of this Agreement so long as
Developer is working cooperatively with the City and taking all feasible steps to achieve
compliance. However, the City may pursue all other remedies available under this
Agreement:
TDMPIan Program Elements
The specific program elements related to the TDM plan for the Developer project are as
follows:
Transportation Information Center. Developer (or.Developer's successors and
assigns) shall provide on-site information for employees and visitors about local
public transit services (including bus lines, light rail lines ,bus fare programs, ride
share programs, shuttles) and bicycle facilities (including routes, rental and sales
locations, on-site bicycle racks and showers for the tenants of the Project).
Developer (or Developer's successors and assigns) shall also provide walking and
biking maps for employees and visitors, which shall include but not be limited to
information about convenient local services and restaurants within walking distance
of the Project. Developer (or Developer's successors and assigns) shall provide
information to tenants and employees of the Project site regarding local rental
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housing agencies. Such transportation information may be provided through a
computer terminal with access to the Internet or, via a website.
2. TDM Website Information. Developer (or Developer's successors and assigns) and
tenants shall be required to make available via a website transportation information
such as the items noted in No. 1 above, including links to local transit providers,
area walking, bicycling maps, etc., to inform employees and visitors of available
alternative transportation modes to access the Project site and travel in the area.
Employee Transportation Coordinator. An Employee Transportation Coordinator
(ETC) shall be designated for this Project by Developer (or Developer's successors
and assigns) as required by the City of Santa Monica's Transportation Management
Division in accordance with Ordinance 1604 (SMMC Section 9.16). The ETC shall
manage all aspects of this TDM program and participate in City-sponsored
workshops and information roundtables. An ETC shall participate in the Bergamot
Station area TMA (seeNo. 7 below) following its formation. The ETC shall be
responsible for making available information materials on options for alternative
transportation modes and opportunities.
Pedestrian Way-finding. Developer (or Developer's successors and assigns) shall
provide and maintain a pedestrian way-finding program directing employees and
visitors to/from the Project site and public transit, including the bus lines and future
nearby light rail station. Such signage shall be subject to review and approval by
the City.
5. Transportation Demand Management Association. Developer shall be required to
participate in a Transportation Demand Management Association (TMA): As part
of the LUCE Update process, the City has identified that a TMA should be
established for the Bergamot Station area. TMAs would provide employees,
businesses, visitors and residents of an area with resources to increase the amount
of trips taken by transit, walking, bicycling, and ridesharing. Developer (e.g., as
represented by the ETC or others) shall attend organizational meetings, provide
traffic demand data to the TMA, and make available information to its tenants
relative to the services provided by the TMA. Developer may delegate any of its
TDM program requirements to the TMA (i.e., offer the required programs through
the TMA instead of directly as part of this TDM program.) Developer may seek to
modify the requirements in this Section subject to the reasonable approval of the
Planning Director as a Minor Modification under the following circumstances:
a. If the TMA assesses dues or other charges that are not proportional to square
footage or number of employees;
b. If the TMA charges for services Developer is already providing;
o. [f the TMA assesses annual dues over the average fee for TMAs in the Los
Angeles region; or
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d. If the TMA seeks to impose programs that Developer believes would
adversely affect Developer's TDM program or its ability to achieve the AVR
requirements herein.
6. Carpool Program. Developer (or Developer's successors and assigns) shall
provide preferential parking within the Subterranean Garage for Project employees
who commute to work in employer registered carpools and vanpools. Preferential
parking spaces shall be the more desirable parking spaces, such as those close to the
entrance or exit. Developer shall place signs or markings to designate the spaces
reserved for carpools and vanpools. An employee who drives to work with at least
one other employee in the Project or adjacent facilities may register as a carpool
entitled to preferential parking within the meaning of this provision.
7. Parking Pricing. Parking pricing shall be market-based and adjusted periodically in
an effort to ensure parking availability for employees and visitors during peak
parking hours. Employees shall be prohibited from parking in the neighborhood.
8. Convenient Parking for Bicycle Commuters. Developer shall provide one or more
locations within the parking facility or other convenient location within the Project
site for secure bicycle parking for employees working at the Project site and visitors
to the site. Bicycle parking shall be in accordance with the requirements of the
SMMC, with not less than 32 long-term bicycle parking slots and 32 short-term
bicycle parking slots (which short-term racks shall be located in areas of the Project
accessible by the public). The secure bicycle parking shall be located within the
Project site such that long-term and short-term parkers can be accommodated. For
purposes of this requirement, bicycle parking may mean bicycle racks, a locked
cage, or other secure parking area. Developer shall not charge for bicycle parking
and shall expand such parking as Developer determines is needed to accommodate
demand.
On-Site Showers and Lockers. Developer shall provide shower and clothing locker
facilities for on-site employees who bicycle or use another active means, powered
by human propulsion, of getting to work.
10. Compressed Work Week Schedule. Developer shall encourage tenants of the
Project to offer, where feasible, a Compressed Work Week schedule for employees
whereby their hours of employment may be scheduled in a manner which reduces
vehicle trips to/from the worksite during peak hours for the surrounding streets.
11. Flex-Time Schedule. Developer shall encourage tenants of the Project to permit,
where feasible, employees within the Project to adjust their work hours in order to
accommodate public transit schedules, rideshare arrangements, or off-peak hour
commuting.
12: carshare Space. Developer shall undertake reasonable good faith efforts to retain a
carshare provider and shall provide at least one parking space at no cost for a public
carshare vehicle.
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13. Subsidized Transit Passes. Developer shall cause each tenant in the Project to
offer to its employees Metro EZ passes (or their equivalent) at a price equal to no
more than 50% of the price of such pass (as such price may be changed from time
to time).
14. Tranpool Subsidies. Developer shall participate in the Metro's vanpool subsidy
program for occupants of the Project; provided that Developer shall not be
obligated to participate in such program if there is any fees or costs required to
participate.
15. Parking Cash Payment. Developer shall cause each tenant in the Project to offer,
monthly, to its employees an alternative consideration each month equal to or
greater than the amount of the monthly parking subsidy paid by such tenant for each
such employee. The alternative consideration may be in the form of a taxable cash
payment or in the form of anon-taxable mass transit commuter benefit.
16. Guaranteed Ride Home. Developer shall cause each tenant in the Project to offer
to all of its employees a guaranteed ride home: This ride home would be available
to eligible employees who did not drive alone to the Project. The ride home would
be made available to eligible employees as a result of a personal emergency,
unanticipated overtime work, or inclement weather (for those eligible employees
who arrive at work by means of a bicycle or walking). The ride home will be by a
method of transportation of the tenant's choosing, and shall be at least from the
Project to such employees point of departure to the Project (or to such employees
home, if applicable).
17. On Site Information Program. At least once each calendar year, Developer shall
hold an informational meeting at the Project and shall invite all tenants, employees
and other occupants of the Project to attend such meeting. During the informational
meeting, Developer shall provide a printed summary of all of the transportation
reduction alternatives available to such attendees, including guidance on public
transit routes to and from the Project and coordination of vanpool and carpool
formation.
18. Coordination. Developer will coordinate ridesharing programs, including
vanpooling, among its employees and other building occupants, and in coordination
with nearby businesses.
19. Leases. Developer shall cause all leases for space in the Project to contain a clause
that requires the tenant to reasonably cooperate with Developer to meet the
objectives of the TDM and comply with the terms and conditions of the TDM.
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Colorado Studios Development Agreement B-I-Il.doc
TDMPlan Monitoring and Modifications
AVR Monitoring. Developer shall conduct a baseline survey of the AVR for the
Project, which shall be submitted to the City at the time of submittal of the first
annual compliance report following the issuance of the Certificate of Occupancy,
unless an alternative submittal date is approved by the Planning Director.
Thereafter, the City shall monitor the TDM plan performance as part of the City's
Periodic Review for the Project. If, during any annual evaluation of the Project's
employee trip reduction plan, the proposed AVR is not obtained by the Project, then
Developer shall propose modifications to the TDM program that Developer
considers likely to achieve the proposed AVR by the date of the next annual
evaluation of the Project's employee trip reduction plan. In addition, the City's
Planning Director may recommend feasible modifications to the TDM.
Developer's failure to achieve the applicable AVR standard will not constitute a
breach or default under this Agreement and shall not give rise to the right of the
City to terminate this Agreement; provided that Developer shall work cooperatively
with the City and take all feasible actions to achieve compliance with the applicable
AVR standard. Any of the modifications to the TDM proposed by Developer (or
proposed by the Planning Director and agreed to by the Developer) to help the
Project achieve the applicable AVR standard shall be subject to the reasonable
approval by the City's Planning Director as a Minor Modification. The AVR for
the Project shall be monitored each year during the-teen of this Agreement.
2. Peak Daily Trips Monitoring. Developer shall, at least once each calendar year
(commencing during the calendar year following the year in which the final
certificate of occupancy for the Project is issued), conduct a trip count survey at the
Project, counting the number of vehicles entering and exiting the Project driveways,
together with observation of vehicles picking up and/or dropping off persons
entering or leaving the Project. The trip counts shall be conducted by an
independent third party, reasonably approved by the City. If any annual trip count
report shows that the actual average daily am peak trips and/or pm peak trips
exceed the Peak Daily Trips, then Developer shall propose modifications to the
TDM program that Developer considers likely to allow the Project to achieve actual
average daily trip counts that are less than the Peak Daily Trips by the date of the
next annual trip count survey. Any such modifications to the TDM shall be subject
to the reasonable approval by the City's Planning Director as a Minor Modification.
The actual average daily am peak trips and/or pm peak trips for the Project shall be
monitored each year during the term of this Agreement.
3. Changes to TDMProgram. Subject to the reasonable approval by the City's
Planning Director, Developer may from time to time modify this TDM program as
a Minor Modification.
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Colorado Studios Development Agreement 8-1-1 l.doc
EXHIBIT "K"
ASSIGNMENT AND ASSUMPTION AGREEMENT
Recording Requested By and
When Recorded Mail To:
Armbruster & Goldsmith, LLP
11611 San Vicente Blvd., Suite 900
Los Angeles, CA 90049
Attn: Howard Weinberg, Esq.
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
made and entered into by and between COLORADO CREATIVE STUDIOS, LLC, a
California limited liability company ("Assignor"), and , a
("Assignee").
RECITALS
A. The City of Santa Monica ("City") and Assignor entered into that certain
Development Agreement dated , 2011 (the "Development
Agreement"), with respect to the real property located in the City of Santa Monica, State
of California more particularly described in Exhibit "A" attached hereto (the "Project
Site").
B. Assignor has obtained from the City certain development approvals and
permits with respect to the development of the Project Site, including without limitation,
approval of the Development Agreement and a vesting parcel map for the Project Site
(collectively, the "Project Approvals").
C. Assignor intends to sell, and Assignee intends to purchase, the Project
Site.
D. In connection with such purchase and sale, Assignor desires to transfer all
of the Assignor's right, title, and interest in and to the Development Agreement and the
Project Approvals with respect to the Project Site. Assignee desires to accept such
assignment from Assignor and assume the obligations of Assignor under the
Development Agreement and the Project Approvals with respect to the Project Site.
THEREFORE, the parties agree as follows:
1. Assi ne ment. Assignor hereby assigns and transfers to Assignee all of
Assignor's right, title, and interest in and to the Development Agreement and the Project
Approvals with respect to the Project Site. Assignee hereby accepts such assignment
from Assignor.
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2. Assumption. Assignee expressly assumes and agrees to keep, perform,
and fulfill all the terms, conditions, covenants, and obligations required to be kept,
performed, and fulfilled by Assignor under the Development Agreement and the Project
Approvals with respect to the Project Site.
3. Effective Date. The execution by City of the attached receipt for this
Agreement shall be considered as conclusive proof of delivery of thisAgreement and of
the assignment and assumption contained herein. This Agreement shall be effective upon
its recordation in the Official Records of Los Angeles County, California; provided that
Assignee has closed the purchase and sale transaction and acquired legal title to the
Project Site.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the dates set forth next to their signatures below.
"ASSIGNOR"
COLORADO CREATIVE STUDIOS, LLC,
a California limited liability company
"ASSIGNEE"
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RECEIPT BY CITY
The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received
by the City of Santa Monica on this day of ,
CITY OF SANTA MONICA
By:
Planning Director
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Approved and adopted this 23rd day of August, 2011.
i
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Rich rd Bloom, Mayor
State of California )
County of Los Angeles ) ss.
City of Santa Monica )
I, Maria M. Stewart, City Clerk of the City of Santa Monica, do hereby certify that
the foregoing Ordinance No. 2367 (CCS) had its introduction on July 26, 2011,
and was adopted at the Santa Monica City Council meeting held on August 23,
2011, by the following vote:
Ayes: Council members: Holbrook, O'Connor, O'Day,
Mayor Pro Tem Davis, Mayor Bloom
Noes: Council members: McKeown, Shriver
Absent: Council members: None
A summary of Ordinance No. 2367 (CCS) was duly published pursuant to
California Government Code Section 40806.
ATTEST:
_~
Lu ~d..~'
Maria M. Stewart, City "lerk