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SR 10-25-2011 7BS_ City of City Council Report Santa Monica, City Council Meeting: October 25, 2011 Agenda Item: 7 -13 To: Mayor and City Council From: David Martin, Director of Planning and Community Development Subject: Public Hearing for Development Agreement 11 DEV008 to Construct a New Five -Story Mixed -Use Building at 1317 7th Street Recommended Action Staff recommends the City Council 1. Hold a public hearing, receive public comment, and 2. Introduce for first reading an ordinance adopting Development Agreement 11 DEV008. Executive Summary The applicant proposes to construct a new five - story, mixed -use development with 57 rental apartment units and approximately 2,929 square feet of ground floor commercial space in the C3 Downtown Commercial District. Eighty -three parking spaces within two levels of subterranean parking are also proposed. The site is currently vacant with a surface parking lot that would be removed as part of the project. The proposed project was originally submitted as an Administrative Approval ( "AA") application in January 2011, but with the adoption of the Interim Zoning Ordinance No. 2356 (CGS) ( "IZO ") in March 2011, the project was required to be reviewed through a Development Agreement process. The property owner challenged application of the IZO. The property owner and the City entered into a Settlement Agreement in which the parties agreed to commence negotiation of a Development Agreement while action on the AA was deferred. The property owner can require that the AA be processed if the parties do not agree to terms of a Development Agreement in a timely manner. The site is located in the Downtown Core land use designation and Downtown District of the recently adopted Land Use and Circulation Element (LUCE) of the General Plan. Project compliance is limited to the LUCE while other aspects of the project such as height, setbacks, parking, and other standard zoning requirements will be established by the Development Agreement. As proposed, the project is designed to meet all Zoning Code development standards except the minimum parking requirements. The applicant is proposing to provide 83 parking spaces instead of the 103 spaces otherwise required by Code. The applicant's request is based on a parking demand study. 1 The community benefits that have been negotiated as part of the Development Agreement include the following: • An enhanced Transportation Demand Management (TDM) plan with measures applicable to both the commercial and residential components of the project • A monetary contribution towards transit infrastructure in the Downtown area • Conduit and stubouts for potential future installation of electric vehicle charging stations • A shared parking program • A project design that incorporates an enhanced walkway and courtyard area for public access and passive use The applicant has also proposed the following as community benefits: • The provision of on -site units for very -low income tenants pursuant to the City's Affordable Housing Production Program (Chapter 9.56) • Design and construction of the project to meet LEEDO certification, or a demonstrated equivalent sustainable design status • A local hiring program to facilitate the employment of Santa Monica residents and in particular, those residents who are low- income individuals While the Settlement Agreement identified certain elements that the owner would propose as community benefits as a basis for negotiation, including the above, staff does not believe that the provision of on -site affordable units consistent with Code is sufficient to be considered a community benefit, but instead, should be viewed as an important project benefit. The following issues should be considered by the City Council in its review of the proposed project: • Whether the proposed design and site plan are appropriate and compatible with the neighborhood and the subject site. • Whether the proposed plan and proposed community benefits are consistent with the objective, goals, general land uses, and programs specified in the general plan. Background The subject 15,000 square foot property is located on the east side of 7th Street between Arizona Avenue and Santa Monica Boulevard in the C3 (Downtown Commercial) district and is currently a vacant lot containing a surface parking lot. A six - story office building is located across 7th Street to the west, and a three -story office building is located adjacent to the project site to the north. Two and three -story 2 commercial buildings are located across the alley to the east, and a three -story office building is located adjacent to the project site to the south. Project site — 1317 7ffi Street On January 6, 2011, the applicant filed an AA application for a five - story, mixed -use project with three levels of subterranean parking at 1317 7th Street. On March 11, 2011, the IZO establishing interim development procedures pending implementation of the LUCE and required that projects over 32 feet in height within the Downtown Core be developed pursuant to a Development Agreement. The subject project, based on its 50- foot height, was therefore required to be processed through a Development Agreement and not an AA. The developer disputed the applicability of the IZO to the pending AA. On May 27, 2011, the developer and the City entered into a Settlement Agreement (See Attachment F) with respect to the subject project and agreed to the following: 3 • The proposed project would be reviewed through an expedited Development Agreement process (90 -150 days), subject to extension by mutual agreement of the parties. • The AA application would be deferred, but the developer could proceed with the AA application if the DA was not processed and approved in a timely manner (90 -150 days). • The draft DA submitted by the applicant would propose the following as community benefits: • A light rail transit improvement fee of $50,000 • An enhanced TDM plan approved by the City's Planning Director • Secure bicycle storage for project residents and employees • LEED certification at a level of the owner's choice • Rental housing units • On -site affordable housing in accordance with the City's Affordable Housing Production Program • Unbundled /shared parking • Sufficient parking to meet peak parking demand based on suitable study prepared by a licensed parking and traffic engineer • Urban design and place- making features The subject Development Agreement application was subsequently filed by the applicant for the proposed mixed -use project. On September 21, 2011, the Planning Commission reviewed the proposed Development Agreement and recommended that the City Council approve the Development Agreement. On September 21, 2011, the Planning Commission reviewed the proposed Development Agreement and recommended that the City Council approve the Development Agreement. As an expedited review of the project was required pursuant to the Settlement Agreement, an initial DA float -up process before the Planning Commission and City Council was not conducted. Development Agreement Overview A Development Agreement is a contract between the City and a developer that authorizes the type and amount of development that may occur within a specific period 11 of time. Development Agreements typically provide developers with guaranteed development rights in exchange for public benefits. A Development Agreement must comply with the General Plan but can establish different development standards than provided by zoning regulations. A Development Agreement can provide greater latitude to advance local planning policies compared to the Development Review Permit or AA process. While a Development Agreement is an alternative to the standard development approval process, in practice it is similar to other public review processes where the City Council makes the final decision with the exception that the City Council has more discretion in imposing conditions and requirements on the proposed project since the Development Agreements are voluntarily negotiated contracts adopted by ordinance. A Development Agreement can also allow for a longer permit term and provide a developer additional flexibility given present economic conditions. Discussion Project Description The applicant is proposing the construction of a new four -story mixed -use building immediately adjacent to the north of the subject site at 702 Arizona Avenue that is also on the October 25, 2011 agenda as Item 7 -A and currently pending review through a separate Development Agreement. These two projects are distinct projects that are functionally independent. Review and approval of one project is not contingent on approval of the other. The applicant has provided elevation drawings and renderings showing the 702 Arizona project in relation to the proposed project at 1317 7th Street project for contextual purposes only. 5 Adjacent proposed project at 702 Arizona Ave 1317 7" St The proposed five -story mixed -use project will contain approximately 2,929 square feet of neighborhood - serving commercial space on the ground floor and 57 residential units above the ground floor. Artist studios can also potentially be located on the ground floor provided that within the artist studios, the area devoted to living quarters will not be located within the front 25 feet of the building. As shown on the 1St Floor Zone Distinction sheet (Sheet T -1.07) of the plans, the ground floor is divided into two zones — Zone A along the 7th Street frontage and Zone B towards the rear of the site. 1317 7fb Street -ground floor plan 0 L..z �. GAS METERS ui'v flETA1Ll +V (NEON STBBIO SUDIS ZONEA uv -..- S fJ A' \-f ki_ IO RES. LOBBY (. TBASN d � :W4Fl LOUNB 5 o d �Y ZONE 0 1" ZONE B 'RETJ IU �..: 0.499 $F M57V STU 10 5 2QY A jl1,a 0 0 S — WTPANS VAULt- 1317 7fb Street -ground floor plan 0 Pursuant to the proposed DA, permitted uses within Zone A include nonresidential uses that will be small scale, neighborhood - serving retail or service uses including restaurants up to 2,500 square feet in size primarily serving residents and employees of the neighborhood and artist studios provided the area devoted to living quarters will not occur within the front 25 feet of the building. Zone B allows for vehicle parking and accessory uses. The 57 residential units will consist of 16 studio units, 28 one - bedroom units, and 13 two - bedroom units. Project Design The originally proposed project design for the AA submittal was of a contemporary style that utilized a series of columns at the base of the building to support the upper residential floors. Extensive use of steel troweled plaster and a gray and salmon color palette created an uninteresting design that lacked architectural details and design elements. The design also lacked pedestrian oriented features including outdoor open space on the ground floor, landscaping, and pedestrian amenities such as outdoor seating areas. The northern side of the building also did not relate to the design of the mixed -use building proposed adjacent to the north of the subject building. Original design rendering — January 2011 7 The applicant has worked collaboratively with Planning staff to create a project with improved articulation, visual interest, and pedestrian orientation. The base of the building has been redesigned to utilize more expansive glazing along the 7th Street elevation. The revised design exhibits a variety of pedestrian oriented features, including an open pedestrian plaza at the northwest corner of the building with areas for potential future outdoor dining, glazing along the ground floor that wraps the corner facing the courtyard, and landscaping along the street elevation. Two vertical landscaped green screens provide additional landscaping along the front elevation, and the building provides upper level stepbacks and articulation on the upper floors with balconies and patios. Revised design rendering — September 2011 E Despite improvements in the project design, staff still remains concerned with the overall design of the building. While much of the attention has been paid to the ground floor design, enhanced design and pedestrian- oriented features including but not limited to additional courtyard and outdoor dining areas and landscaping can maximize the design potential on the ground floor including along the alley elevation. In addition, design improvements to the upper floors can also improve the overall project. Varying the roof lines will result in further building articulation, and providing a non - uniform fenestration pattern will also create visual interest. Ensuring that the sun shade and other canopy structures are of quality materials will avoid a superficial, plant -on appearance for these design features. Careful evaluation of the color palette for the various building materials will also contribute to a congruous building design between the various floors. Staff has added a condition of approval ensuring the Architectural Review Board will pay particular attention to these issues. All vehicle access for parking and loading is proposed from 7th Court alley to the east of the project site accessed from Arizona Avenue. Eighty -three parking spaces are proposed within two levels of subterranean parking based on a parking demand study prepared by Linscott, Law & Greenspan, Engineers (see Attachment E). The parking demand study concluded that the project would create a peak parking demand of 75 parking spaces, and therefore the developer is seeking to provide 83 spaces and not the 103 Code - required parking spaces. This would allow the developer to provide two levels of subterranean garage space instead of three. Proposed Development Agreement Pursuant to the Settlement Agreement, City staff began the Development Agreement negotiation process with the applicant and worked to reach agreement on most of the provisions of the proposed DA, included as Attachment C. The following is a summary of the contents: ti Article 1 Definitions Defines key terms contained in the Development Agreement Article 2 Description of the Project Describes the project components including vested rights, building design, height, parking, permitted uses, development standards, community benefits, and transportation demand management. Article 3 Construction Discusses construction mitigation and permitted hours. Article 4 Project Fees, Exactions, Mitigation Measures and Conditions Article 5 Effect of Agreement on City Laws and Regulations Article 6 Architectural Review Board Sets forth requirements of the project in terms of fees and exactions and project conditions. Sets forth the laws and regulations governing the proposed project. Sets forth the requirements for Architectural Review Board approval of the project. Article 7 City Technical Permits Describes the requirement of the City in processing building permit and other technical permit applications needed for the construction of the project. Article 8 Amendment and Modification Article 9 Term Article 10 Periodic Review of Compliance Article 11 Default Article 12 Mortgages Article 13 Transfers and Assignments Article 14 Indemnity to City Article 15 General Provisions Community Benefits Sets forth the conditions under which the Agreement may be modified. Sets forth the term of the Agreement. Sets forth the requirements for the periodic review of the Agreement with respect to compliance with its provisions. Outlines the circumstances, cure, and consequences of a breach of the Agreement by either party. Sets forth the rights of a lender on the property. Ensures that the Agreement remains in effect upon the transfer and /or assignment of property. Outlines the Developer and City rights and obligations in the event of a claim for damages. A list of provisions common to all Agreements. The applicant and City staff have agreed on the following community benefits: 10 Transportation Demand Management Plan — The following TDM plan is comprised of components that apply to the entire project, the commercial component only, and the residential component only: A. Measures Applicable to the Entire Project • Transportation Information Center (TIC): The TIC will include information for employees, visitors, and residents about local public transit services and bicycle information • Parking Pricing: Hourly market -based parking pricing adjusted periodically for visitors to ensure parking availability during peak parking hours. • Guest Bicycle Parking: Eight guest bike parking spaces located on the ground floor adjacent to the corner retail entry. • Unbundled Parking: Parking spaces leased to residential tenants separately from the residential units, and employee parking to commercial tenants leased separately from the commercial space. • Marketing: Promotion of ridesharing through periodic newsletters and other communications to residential and commercial tenants and at least one annual rideshare event. • On -Site Transportation Coordinator- Coordinator to manage and be responsible for implementing, maintaining, and monitoring the TDM plan. B. Measures Applicable to the Commercial Component • AVR Requirements: An Average Vehicle Ridership (AVR) of 1.75 by the third year after issuance of Certificate of Occupancy for the project. • Transportation Demand Management Association (TMA): Property owner and tenant required to participate in formation of a geographic -based TMA that may be defined by the City. • Employee Carpool Program: Preferential parking with the garage for employees who carpool to work. • Transit Subsidy in Lieu of Parking: Employees who do not purchase monthly automobile parking in the project shall be offered an EZ transit pass. • Secure Bicycle Storage: Minimum of two secure bike storage spaces for commercial employees. • Employee Shower and Locker Facility: Minimum of one unisex shower and locker facility for commercial employees. • Employee Flex -Time Schedule: Employees shall be allowed to adjust work hours to accommodate transit schedules, rideshare arrangements, or off -peak hour commuting. 11 • Employee Guaranteed Return Trip: Guaranteed return trip for employees who rideshare at no cost to employee when emergency situation requires. C. Measures Applicable to the Residential Component • Transit Welcome Package for Residents: Welcome package for new residents containing information on transit, bicycle facilities, and local amenities. • Transit Subsidy in Lieu of Parking: Tenants who do not purchase monthly automobile parking in the project shall be offered an EZ transit pass. • Secure Bicycle Storage: Secure bike storage for a minimum of 57 bicycles. • Maketing and Outreach to Downtown Employers and Employees: Developer to prepare and implement a marketing and outreach program to notify Downtown employers and employees of residential component of project to encourage potential residency in the project. Light Rail Infrastructure Contribution On or before the issuance of a building permit for the project, the developer will make a $50,000 light rail infrastructure contribution to the City for use in the Downtown area. EV Conduit A minimum number of 208/240 V 40 amp, grounded AC outlets equal to 10 percent of the total number of parking spaces; or, panel capacity and conduit for future installation of electrical outlets designed to allow the simultaneous charging of a minimum number of 208/240 V 40amp, grounded AC outlets equal to 10 percent of the total number of parking spaces, will be located in the parking area. Shared Parking The project will be subject to a shared parking program whereby commercial visitors and residential guests will have access to and utilize the same parking spaces. The developer may make any unused on -site parking available for monthly lease at market rates to third parties in the surrounding area in need of parking if demonstrated by a written report by a traffic and engineering firm that the parking spaces leased to third parties are not needed to meet peak parking demand. 12 Urban Design /Place Making A small pedestrian courtyard and walkway to the residential entrance of the building at the southwest corner of the building has been provided for pedestrian access and passive use. The open area provides pedestrian benches for outdoor seating and landscaped planters including a landscaped green screen wall and a free - standing water wall feature. The walkway space was previously a narrow outdoor corridor that contained no pedestrian amenities and did not function as a pedestrian- oriented space. Staff has worked with the applicant to shape the courtyard to its current more pedestrian - friendly configuration and will continue to work with the applicant to further enhance the space. 1317 71" Street — courtyard renderings Despite project design improvements that have been made in response to staff direction, staff remains concerned with its overall design. Enhanced design and pedestrian- oriented features including but not limited to additional courtyard and outdoor dining areas and landscaping can maximize the design potential on the ground floor including along the alley elevation. Design improvements to the upper floors such as varying the roof lines, providing a non - uniform fenestration pattern, and ensuring the use of quality materials and colors will also improve the overall design of the project. Staff has added a condition of approval ensuring the Architectural Review Board will pay particular attention to these issues. 13 Due to the unique circumstances of this project, both in light of the Settlement Agreement and the scope and size of the project, the level of community and project benefits proposed for this project is appropriate. Affordable Housing Production Program The applicant proposes to satisfy the City's Affordable Housing Production Program (SMMC Section 9.56) (AHPP) with on -site affordable housing units (six very -low income units) only if the provision of on -site units is deemed to be a "community benefit ". However, the provision of Code - compliant affordable housing is not a community benefit. To constitute a community benefit, an applicant needs to do more than meet the minimum requirements of the AHPP, even if these requirements are met through the provision of on -site affordable units rather than through the payment of affordable housing fees. Treating the provision of on -site affordable housing consistent with Code as a community benefit has implications well beyond this project. With that said, staff acknowledges that the provision of on -site affordable housing constitutes an important project benefit since it would result in the provision of more housing at a deeper affordability level than the payment of the affordable housing fee and would result in the housing's development more quickly. Staff also recognizes that the provision of on -site affordable housing units is more costly to the developer than payment of the affordable housing fee. Thus, even characterized properly as a project benefit, the provision of on- site affordable housing should certainly factor favorably in the City Council's review of this application. According to the AHPP, 10% of the units or 5.7 units can be provided on -site, where the fractional 0.7 affordable unit can be satisfied by the payment of an affordable housing fee for that fractional unit (0.75 or above is treated as a whole unit that must be provided). Instead, the applicant has elected to provide a whole affordable unit and forgo the option of providing the payment for the fractional unit. Providing the sixth 14 affordable unit on -site rather than providing a fee for a fractional unit constitutes a community benefit. Additional Community Benefits Provided After Planning Commission Review The developer has indicated that the design and construction of the project will achieve a minimum LEED® Silver certification as established by the LEED® Rating System, or a demonstrated equivalent sustainable design status. In addition, the developer will implement a local hiring program to facilitate the employment of Santa Monica residents and in particular, those residents who are low- income individuals. Planning Commission Action On September 21, 2011, the Planning Commission recommended that the City Council approve the Development Agreement with specific project recommendations for the City Council's consideration: • if artist studios are provided on the ground floor, ensure outreach to the local art community of the availability of the project's artist studio component. Staff supports this recommendation. • Ensure that the bicycle parking spaces are as conveniently located as possible for the project residents and employees, preferably near the elevator. Staff supports this recommendation. • Consider the appropriateness of allowing access to the employee shower and locker facility to other bike users in the area. There are potential access and security issues with such a provision, and staff does not recommend the provision. • Ensure that the developer will market and outreach to Downtown employers and employees, on an ongoing basis, the project's residential component and encourage those that work in the Downtown area to consider residing in the project. Staff supports this recommendation. • Consider the appropriateness of including plumbing for reclaimed and recycled water in the project. Given the relatively small size of the project and limited landscape and open space areas, the inclusion of such facilities may not be appropriate or practical, and staff does not recommend the provision. • Consider whether zero emission vehicles should be calculated as zero vehicles arriving at the worksite when calculating average vehicle ridership (AVR). Staff believes that a broader policy discussion would need to take place to discuss this aspect of the City's existing transportation demand 15 management policy, and at this time staff does not recommend the provision The Commission did not assess whether the provision of on -site affordable housing units should be considered a community benefit or a project benefit. For the reasons expressed in this staff report, it remains staff's position that the provision of Code - compliant affordable housing should not be characterized as a community benefit but instead as an important project benefit. General Plan Consistency 1317 7t" Street is located in the Downtown Core land use designation and within the LUCE Downtown District. The LUCE vision for the Downtown Core maintains and enhances the Downtown area as the heart of the City and as a thriving, mixed -use urban environment in which people can live, work, be entertained, and be culturally enriched. The Downtown Core designation and District allows for the broadest mix of uses and activities and seeks to provide a substantial number of new housing units in mixed -use projects. The proposed Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan, in that consistent with LUCE Policy D7.1 of the Downtown District, the proposed mixed -use project balances a broad mix of uses that creates dynamic activity in both the daytime and evening hours including retail and high- density residential uses in the Downtown. Consistent with Policy D7.2 the project encourages local- serving uses that are an integral part of complete neighborhoods and support an overall trip reduction strategy. Policy D8.1 seeks to locate the primary facades of buildings fronting the street at the property line or back side of the sidewalk; however, to create a lively streetscape with places for people to socialize, small landscaped gathering spaces and plazas are provided. The proposed project is also consistent with Policy D8.7 in that it encourages mixed -use developments to have active ground floor uses that face the boulevard with residential uses located on the upper floors. The implementation of a Transportation Demand Management (TDM) plan in order to reduce vehicle trips in the area and 16 reduce associated parking demand is consistent with LUCE Circulation Policy T19.2 which calls for the imposition of appropriate TDM requirements for new development. Furthermore, the project is consistent with LUCE overall land use policies by incorporating community benefits including but not limited to a contribution to Exposition Light Rail station improvements, parking spaces that are served by conduit and stubouts for future installation of electric vehicle charging station, and a TDM plan that promotes shared parking, bicycle facilities, and transit subsidies. Alternatives In addition to the recommended action, the City Council could consider the following with respect to the project: 1. Continue discussion for analysis of additional options with agreement from the applicant. 2. Not enter into the Development Agreement, at which point the developer can revert back to an Administrative Approval application. Environmental Analysis The proposed five -story, 57 -unit, mixed -use project is exempt from the provisions of the California Environmental Quality Act pursuant to CEQA Section 21159.24 which exempts infill housing projects from CEQA if a project is consistent with the applicable general plan and a community level environmental review was previously certified or adopted in the last five years. Specifically, the proposed project meets all of the criteria prescribed in Section 21159.24(a): 1. The proposed project is a residential project on an infill site. Per Section 21159.24(d), a residential project is defined as a project with residential units and primarily neighborhood serving retail /commercial uses that do not exceed 15 percent of the total floor area. These neighborhood serving retail /commercial uses will be small -scale general or specialty establishments primarily serving residents or employees of the neighborhood and will include but not be limited to retail uses, small restaurants, and bank branches. The proposed project includes approximately 43,349 square feet of residential floor area and approximately 2,929 square feet of neighborhood serving commercial 17 uses for a total project area of approximately 53,507 square feet. The commercial uses comprise approximately 5.5 percent of total floor area, and therefore, the proposed project meets the definition of a residential project. 2. The proposed project is located within an urbanized area as defined in CEQA Section 21071. Additionally, the project site has been previously developed and is surrounded by existing development in all directions. 3. The project site satisfies the criteria of Section 21159.21 in that the project is consistent with the LUCE and the City's Zoning Ordinance in effect at the time that the application was deemed complete. In addition, the project can be adequately served by existing utilities, and the project applicant will pay all applicable in -lieu and development fees. The project site also does not contain wetlands or wildlife habitat; is not listed as a hazardous waste site pursuant to Section 65952.5 of the Government Code; and will be subject to a Phase environmental site assessment. No historical resources are located on the project site and thus, the proposed project will have no impact on such resources. The project site is not subject to wildland fire hazard, high risk of fire or explosion, or significant public health risk. The project site is also not located within a delineated earthquake fault zone or seismic hazard zone or a landslide flood plain, and flood way area; on developed open space; or within the boundary of a state conservancy. 4. Community level environmental review was adopted within five years of the date of the project application. Specifically, a Final EIR for the LUCE was certified in June 2010. 5. The project site is approximately 0.34 acres and does not exceed the threshold of four acres. 6. The project includes 57 units and does not exceed the threshold of 100 residential units. 7. The proposed project would include six very-low income units and /or pay affordable housing fees. 8. The proposed project is located within one -half mile of a major transit stop at Fourth Street and Arizona. This stop is served by at least five Big Blue Bus routes including Lines 2, 3, 4, 5, and 9 with 15 minute headways or less during the morning and afternoon peak commuter hours. 9. The proposed project is approximately 53,507 square feet and does not exceed 100,000 square feet. 10. The proposed project provides the equivalent density of 168 units per acre and thus, is presumed to promote higher density infill housing. 91 Furthermore, in accordance with Section 21559.24(b), there is no reasonable possibility that the project will have a project- specific, significant effect on the environment due to unusual circumstances. There is no feature of this project which would distinguish it from any other mixed -use project in this area or other projects in the exempt class. No substantial changes with respect to the circumstances under which the project is being undertaken have occurred since the community -level environmental review (LUCE Final EIR) was certified. In addition, no new information has become available regarding the project and its circumstances that was not known at the time of the LUCE Final EIR. Therefore, based on the above, the proposed project is exempt from CEQA pursuant to Section 21559.24. Financial Impacts & Budget Actions Except as already charged and collected for the applicant's pending Administrative Approval application, pursuant to the Settlement Agreement, the City has not charged the applicant any additional fees for filing or processing of the draft Development Agreement. There are community benefits that the Applicant will be required to provide pursuant to the Development Agreement Amendment negotiations. There are no anticipated financial or budgetary impacts to the City at this time. Prepared by: Tony Kim, Senior Planner Approved: Forwarded to Council: avid Martin, Director Rod Gould Planning and Community Development City Manager 19 Attachments: A. Draft Ordinance Adopting Development Agreement 11 DEV008 B. Development Agreement Findings C. Proposed Development Agreement D. Public Notification E. Parking Demand Analysis — August 16, 2011 F. Settlement Agreement G. Project Plans, Renderings, and Photographs 20 ATTACHMENT A Draft Ordinance Adopting Development Agreement 11 DEV008 21 CA:f\atty \muni \laws\barry\Seventh Street DA Ordinance 10 -25 -11 City Council Meeting 10 -25 -11 Santa Monica, California ORDINANCE NUMBER (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 SEVENTHANDARIZONA, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY WHEREAS, on July 7, 2011, SeventhandArizona, LLC, a California Limited Liability Company, submitted an application for a development agreement for a five- story residential /commercial mixed -use building located at 1317 Seventh Street including fifty -seven (57) Rental Housing units and primarily neighborhood - serving goods, services, or retail uses not exceeding 15 percent of the total floor area of the project; and WHEREAS, this project is an infill housing project exempt from the California Environmental Quality Act pursuant to CEQA Section 21159.24; 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, incorporated herein by reference, including, but not limited to: The proposed mixed -use project balances a broad mix of uses that creates dynamic activity in both the daytime and evening hours including retail and high- density residential uses in the Downtown. LUCE Policy D7.1. The Project encourages local- serving uses that are an integral part of a complete neighborhood and support an overall trip reduction strategy. LUCE Policy D7.2. The Project has an active ground floor uses that face a boulevard with residential uses located on the upper floors. LUCE Policy D8.7. The Project implements a Transportation Demand Management (TDM) Plan to reduce vehicle trips in the area. LUCE Circulation Policy T19.2. The Project incorporates community benefits, including but not limited to a contribution to Exposition Light Rail station improvements, parking spaces that are served by conduit and stubouts for future installation of electric vehicle charging stations, sustainable design features, shared parking, enhanced walkways and courtyard areas, a local hiring policy, and a TDM plan that promotes shared parking, bicycle facilities, and transit subsidies. 2 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 SeventhandArizona, 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 of the Santa Monica Municipal Code and any appendices thereto. The City Council of the City of Santa Monica finds that public necessity, public convenience, and general welfare require that any provision of the Santa Monica Municipal Code or appendices thereto inconsistent with the provisions of this Development Agreement, to the extent of such inconsistencies and no further, be repealed or modified to that extent necessary to make fully effective the provisions of this Development Agreement. SECTION 3. Any provision of the Santa Monica Municipal Code or appendices thereto, inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, 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 3 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. APPROVED AS TO FORM: 4 EXHIBIT 1 DEVELOPMENT AGREEMENT (See Attachment C) W: ATTACHMENT B Development Agreement Findings 27 DEVELOPMENT AGREEMENT FINDINGS 1. The proposed Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan, in that consistent with LUCE Policy D7.1 of the Downtown District, the proposed mixed -use project balances a broad mix of uses that creates dynamic activity in both the daytime and evening hours including retail and high - density residential uses in the Downtown. Consistent with Policy D7.2 the project encourages local- serving uses that are an integral part of complete neighborhoods and support an overall trip reduction strategy. Policy D8.1 seeks to locate the primary facades of buildings fronting the street at the property line or back side of the sidewalk; however, to create a lively streetscape with places for people to socialize, small landscaped gathering spaces and plazas are provided. The proposed project is also consistent with Policy D8.7 in that it encourages mixed -use developments to have active ground floor uses that face the boulevard with residential uses located on the upper floors. The implementation of a Transportation Demand Management (TDM) plan in order to reduce vehicle trips in the area and reduce associated parking demand is consistent with LUCE Circulation Policy T19.2 which calls for the imposition of appropriate TDM requirements for new development. Furthermore, the project is consistent with LUCE overall land use policies by incorporating community benefits including but not limited to a contribution to Exposition Light Rail station improvements, publicly accessible sitting areas, parking spaces that are served by conduit and stubouts for future installation of electric vehicle charging station, and a TDM plan that promotes shared parking, bicycle facilities, and transit subsidies. 2. The proposed Development Agreement is compatible with the uses authorized in the district in which the real property is located, in that the subject property is located in the Downtown Commercial (C3) that permits multi - family dwelling units and commercial uses. The proposed Development agreement is consistent with LUCE Policy D7.1 of the Downtown District in that the proposed mixed -use project balances a broad mix of uses that creates dynamic activity in both the daytime and evening hours including retail and high- density residential uses in the Downtown. Consistent with Policy D7.2 the project encourages local- serving uses that are an integral part of complete neighborhoods and support an overall trip reduction strategy. An enhanced TDM plan incorporated with the project aims to reduce the number of single -car trips by the commercial employees and seeks to reduce the overall parking demand and vehicular trips within the area. 3. The proposed Development Agreement is in conformity with the public necessity, public convenience, general welfare, and good land use practices, in that it allows for the redevelopment of an existing, developed office site with a mixed - use project that is compliant with the new Land and Use Circulation Element vision for the area. The proposed project provides 57 new residential units and will feature neighborhood serving commercial uses and public benefits including, but not limited to, a contribution to Exposition Light Rail station improvements, publicly accessible sitting areas, parking spaces that are served by conduit and stubouts for future installation of electric vehicle charging station, and a TDM plan that promotes shared parking, bicycle facilities, and transit subsidies. 4. The proposed Development Agreement will not be detrimental to the health, safety and general welfare, in that the agreement will allow in that it will allow for the redevelopment of an existing, developed office site with a use that is compliant with the new Land and Use Circulation Element vision for the area. The proposed project will be located in an urbanized area and is consistent with other similar improvements in the area and does not have the potential to disrupt the urban environment or cause health or safety problems. The proposed project provides 57 new residential units and will feature neighborhood serving commercial uses and public benefits including, but not limited to, a contribution to Exposition Light Rail station improvements, publicly accessible sitting areas, parking spaces that are served by conduit and stubouts for future installation of electric vehicle charging station, and a TDM plan that promotes shared parking, bicycle facilities, and transit subsidies. 5. The proposed Development Agreement will not adversely affect the orderly development of the property, in that the Development Agreement is contingent upon the review and approval of a specific site plan consistent with tested urban design principles that reflect the goals and policies of the City of Santa Monica which were established through a long range planning process and are reflected in the recently adopted update of the Land Use and Circulation Element of the City's General Plan. 6. The proposed Development Agreement will have a positive fiscal impact on the City, in that the ground floor commercial uses are subject to City business license taxes. The City will incur no cost associated with the implementation of the applicant's Transportation Demand Management plan and the associated community benefit of reduced vehicle trips and parking demand in the area. Furthermore, if the fee or monetary contribution options required in SMMC Sections 9.04.10.20 and 9.72 for cultural arts and child care respectively are exercised, the payment of fees related to cultural arts (approximately $86,698) and child care (approximately $7,437.36), and transit infrastructure ($50,000) will be required to obtain project approval. For these reasons the project will not have a negative fiscal impact on the City. ATTACHMENT C Proposed Development Agreement 30 Recording Requested B1 City of Santa Monica When Recorded Mail To City of Santa Monica Santa Monica City Attorney's Office 1685 Main Street, Third Floor Santa Monica, CA 90401 Attention: Senior Land Use Attorney Space Above Line For Recorder's Use No Recording Fee Required California Government Code Section 27383 DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA MONICA AND SEVENTHANDARIZONA, LLC FOR THE PROPERTY LOCATED AT 1317 SEVENTH STREET October 2011 1317Seventh DA.1009. klk Revised: October 10, 2011 Table Of Contents Article 1 DEFINITIONS .................................................................... ..............................3 Article 2 DESCRIPTION OF THE PROJECT .................................. ..............................5 2.1 General Description ........................................... ..............................5 2.2 Principal Components of the Project .................. ..............................5 2.3 No Obligation to Develop ................................... ..............................6 2.4 Vested Rights .................................................... ..............................6 2.5 Uses .................................................................. ..............................8 2.6 Alcoholic Beverage Permits ............................... ..............................9 2.7 Right to Future Subdivision of Property for Purposes Other Than Establishment of Residential Condominiums ..............12 2.8 Project and Community Benefits ....................... .............................12 2.9 Prohibited Activities in the Public Use Area ...... .............................20 2.10 Design .............................................................. .............................21 Article 3 CONSTRUCTION ............................................................. .............................21 3.1 Construction Mitigation Plan ............................. .............................21 3.2 Construction Hours ........................................... .............................21 3.3 Outside Building Permit Issuance Date ............ .............................22 3.4 Construction Period .......................................... .............................22 3.5 Tiebacks ........................................................... .............................22 3.6 Damage or Destruction ..................................... .............................22 Article 4 PROJECT FEES, EXACTIONS, AND CONDITIONS ....... .............................23 4.1 Fees, Exactions, and Conditions ...................... .............................23 4.2 Conditions on Modifications .............................. .............................23 4.3 Implementation of Conditions of Approval ........ .............................23 Article 5 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS .............23 5.1 Development Standards for the Property; Existing Regulations ....23 5.2 Permitted Subsequent Code Changes ............. .............................24 5.3 Common Set of Existing Regulations ............... .............................26 5.4 Conflicting Enactments ..................................... .............................26 5.5 Timing of Development ..................................... .............................26 Article 6 ARCHITECTURAL REVIEW BOARD ............................... .............................26 1317 Seventh DA.1009. kl k Revised: October 10, 2011 6.1 Architectural Review Board Approval ............... .............................26 6.2 Concurrent Processing ..................................... .............................27 Article 7 CITY TECHNICAL PERMITS ........................................... .............................27 7.1 Definitions ......................................................... .............................27 7.2 Diligent Action by City ....................................... .............................27 32 7.3 Conditions for Diligent Action by the City .......... .............................27 7.4 New Technical Requirements ........................... .............................28 7.5 Duration of Technical City Permits .................... .............................29 Article 8 AMENDMENT AND MODIFICATION ............................... .............................29 8.1 Amendment and Modification of Development Agreement ............ 29 Article9 TERM ............................................................................... .............................29 9.1 Effective Date ................................................... .............................29 9.2 Term ................................................................. .............................29 Article 10 PERIODIC REVIEW OF COMPLIANCE ........................... .............................30 10.1 City Review ....................................................... .............................30 10.2 Evidence of Good Faith Compliance ................ .............................30 32 10.3 Information to be Provided to Developer .......... .............................30 10.4 Notice of Breach; Cure Rights .......................... .............................30 10.5 Failure of Periodic Review ................................ .............................30 10.6 Termination of Development Agreement .......... .............................31 10.7 City Cost Recovery ........................................... .............................31 Article 11 DEFAULT ......................................................................... .............................31 11.1 Notice and Cure ................................................ .............................31 11.2 Remedies for Monetary Default. .................................................... 32 11.3 Remedies for Non - Monetary Default ................ .............................32 11.4 Modification or Termination of Agreement by City .........................34 11.5 Cessation of Rights and Obligations ................. .............................35 11.6 Completion of Improvements ............................ .............................35 Article 12 MORTGAGEES ................................................................ .............................35 12.1 Encumbrances on the Property ........................ .............................35 Article 13 TRANSFERS AND ASSIGNMENTS ................................ .............................37 13.1 Transfers and Assignments .............................. .............................37 1317Seventh DA.1009. klk Revised: October 10, 2011 13.2 Release Upon Transfer.. .................................................. ............. 37 Article 14 INDEMNITY TO CITY ....................................................... .............................38 14.1 Indemnity ....................................:..................... .............................38 14.2 City's Right to Defense ..................................... .............................38 Article 15 GENERAL PROVISIONS ................................................. .............................39 15.1 Notices .............................................................. .............................39 15.2 Entire Agreement; Conflicts .............................. .............................39 15.3 Binding Effect ................................................... .............................39 15.4 Agreement Not for Benefit of Third Parties ....... .............................40 15.5 No Partnership or Joint Venture ....................... .............................40 15.6 Estoppel Certificates ......................................... .............................40 15.7 Time .................................................................. .............................41 15.8 Excusable Delays ............................................. .............................41 15.9 Governing Law ................................................. .............................42 15.10 Cooperation in Event of Legal Challenge to Agreement ................42 15.11 Attorneys' Fees ................................................. .............................42 15.12 Recordation ...................................................... .............................42 15.13 No Waiver ......................................................... .............................42 15.14 Construction of this Agreement ........................ .............................42 15.15 Other Governmental Approvals ........................ .............................43 15.16 Venue ............................................................... .............................44 15.17 Exhibits ............................................................. .............................44 15.18 Counterpart Signatures ..................................... .............................44 15.19 Certificate of Performance ................................ .............................44 15.20 Interests of Developer ....................................... .............................45 15.21 Operating Memoranda ...................................... .............................45 15.22 Acknowledgments, Agreements and Assurance on the Part of Developer ................................... .............................45 15.23 Not a Public Dedication .................................... .............................46 15.24 Other Agreements ............................................ .............................46 15.25 Severability and Termination ............................ .............................46 1317SeventhDA.1009. klk Revised: October 10, 2011 Exhibit "A ": Legal Description of Property Exhibit "B ": Project Plans Exhibit "C ": Permitted Fees and Exactions Exhibit "D" Conditions of Approval Exhibit "E ": Zoning Ordinance Exhibit T ": Santa Monica Sign Code Exhibit "G ": Construction Mitigation Plan Exhibit "H ": Assignment and Assumption Agreement Exhibit "I" Local Hiring 1317Seventh DA.1009. klk Revised: October 10, 2011 DEVELOPMENT AGREEMENT This Development Agreement ( "Agreement "), dated for reference purposes 12011, is entered into by and between SEVENTHANDARIZONA, LLC, a California limited liability company (the "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 Sections 65864 et seq., Chapter 9.48 of the Santa Monica Municipal Code, and Santa Monica Interim Ordinance No. 2356 (collectively, the "Development Agreement Statutes "), the City is authorized to enter into binding development agreements with persons or entities having a legal or equitable interest in real property for the development of such real property. B. Developer is the owner of approximately 15,000 square feet of land located in the City of Santa Monica, State of California, commonly known as 1317 Seventh Street and more particularly described in Exhibit "A" attached hereto and incorporated herein by the reference (the "Property'). The Property is improved with a surface parking lot. C. The City has included the Property within the Downtown Core 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 C -3 Downtown Commercial Zoning District under the City's Zoning Ordinance. To aid in the redevelopment of the Property, the City and Developer desire to allow Developer to construct a new building with subterranean parking and related improvements. D. On January 6, 2011, Developer filed an application for an administrative approval; pursuant to Santa Monica Municipal Code ( "SMMC ") Sections 9.04.20.20.020 and 9.04.20.28.020 ( "AA" or "AA Application "). The AA Application was designated by the City as Administrative Approval Application No. 11AA -001, The AA Application was for a mixed -use project that will include neighborhood- serving commercial uses (ground floor only) and residential rental units and subterranean parking (the "Project'). The Project is more fully described in this Agreement. E. The Project is consistent with the City's General Plan, including the LUCE. F. On February 8, 2011, the Santa Monica City Council adopted an ordinance establishing interim development procedures pending implementation of the LUCE ( "Initial IZO ") (Ordinance No. 2345 (CCS)). Thirty -one days later, on March 11, 2011, the Initial IZO took effect. 1317Seventh DA.1009. klk Revised: October 10, 2011 G. On April 26, 2011, the City Council adopted an emergency ordinance (Ordinance No. 2356 (CCS)) to extend the Initial IZO with certain modifications to October 26, 2012 ( "IZO" ). H. A dispute arose between Developer and City with respect to the applicability of the IZO and whether the City could convert Developer's pending AA Application into a development agreement application. I. On May 27, 2011, Developer and City entered into a settlement agreement with respect to the Project ( "Settlement Agreement'). The Settlement Agreement, inter alia, contemplates Developer filing a draft development agreement for the Project with the City. J. Developer timely filed a draft development agreement for the Project with the City as contemplated in the Settlement Agreement. Adoption and execution of this Agreement will allow for the issuance of permits for the Project and waiver of Developer's claims as to the IZO under the Settlement Agreement. K. Developer has paid all necessary costs and fees associated with the City's processing of this Agreement. L. The primary purpose of the Project is to create a pedestrian- oriented, mixed -use project in the Downtown consistent with the LUCE. M. The LUCE also contemplates a reduction in the amount of required parking where it can be demonstrated that the peak parking demand for a project is less than the Zoning Ordinance parking requirements. LUCE Policy T26.4 encourages "adjusting parking requirements for projects when it can be demonstrated that a lower parking demand is appropriate." (LUCE p. 4.0 -73.) The LUCE also states that parking policies should be utilized to achieve housing affordability, congestion management and air quality goals. (LUCE Circulation Goal T26, p. 4.0 -73.) N. In accordance with the LUCE, the parking and traffic engineering firm of Linscott, Law & Greenspan Engineers ( "LLG ") prepared a parking demand study for Developer, which has been reviewed by the City. The LLG study demonstrates that due to the walkability of the Project, shared parking between uses, and the location of the Project near public transit and bicycle routes, peak parking demand for the Project is 73 spaces. Furthermore, Developer and City anticipate that the Project's Transportation Demand Management Plan ( "TDM Plan ") will further reduce parking demand. O. 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. P. 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 2 1317Seventh DA.1009. klk Revised: October 10, 2011 Property, (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. Q. 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 and project benefits, including without limitation the following: a comprehensive TDM Plan, ample bicycle storage for residents and employees, LEED certification, unbundled parking, electric vehicle conduit and stubouts, a monetary contribution towards the light rail station, providing on -site affordable Rental Housing, and enhanced Project design consistent with the LUCE. R. The City Council has found that the provisions of this Development Agreement are consistent with the relevant provisions of City's General Plan, including the LUCE. S. On September 21, 2011, the City's Planning Commission held a duly noticed public hearing on the Development Agreement. The Planning Commission recommended that the City Council approve the Development Agreement. T. On October 25, 2011, the City Council held a duly noticed public hearing on the Development Agreement and at such hearing the City made the necessary California Environmental Quality Act ( "CEQA ") findings that the Project qualifies for an exemption from CEQA pursuant to Public Resources Code Section 21159.24; and introduced Ordinance No. for first reading, approving this Agreement. U. On 2011, the City Council Adopted Ordinance No. NOW THEREFORE, in consideration for the covenants and conditions hereinafter set forth, the Parties hereby agree as follows: Article 1 DEFINITIONS The terms defined below have the meanings in this Agreement as set forth below, unless the context otherwise requires: 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 "Building" means a new five -story residential /commercial mixed -use building with subterranean parking. 1317Seventh DA.1009. klk Revised: October 10. 2011 1.4 "City Council" means the City Council of the City of Santa Monica, or its designee. 1.5 "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. 1.6 "Effective Date" has the meaning set forth in Section 9.1 below. 1.7 "Floor Area" has the meaning given that term in Section 9.04.02.030.315 of the SMMC, provided however: (a) in accordance with the IZO, no Subterranean Space shall constitute, or be included in the calculation of, Floor Area, (b) consistent with Section 9.04.02.030.315(d), no portion of the roof decks shall be counted as Floor Area; and (c) in accordance with Section 9.04.08.15.060(a)(1) of the SMMC, the Floor Area devoted to Residential Use shall be discounted by fifty percent (50 %) for purposes of calculating FAR. 1.8 "Floor Area Ratio" and "FAR" mean the Floor Area of the Project, as calculated in accordance with Section 1.7 of this Agreement, divided by the area of the Property. 1.9 "General Plan" or "City General Plan" means the General Plan of the City of Santa Monica, and all elements thereof including the LUCE, as of the Effective Date unless otherwise indicated in this Agreement. 1.10 "Including" means "including, but not limited to." 1.11 "Incidental Food Service" has the meaning given that term in Section 9.04.02.030.420 of the SMMC. 1.12 "LEEDO Rating System" means the Leadership in Energy and Environmental Design (LEED(D) Green Building Rating System For New Construction & Major Renovations, Version 3.0 dated 2009 (LEEDO NC v3 -2009) adopted by the U.S. Green Building Council, unless Developer chooses in its sole and absolute discretion to use a subsequent version adopted by the U.S. Green Building Council. 1.13 "Legal Action" shall mean any action in law or equity. 1.14 "Ministerial Approvals" mean any action which merely requires the City (including any board, commission, or department 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. 1.15 "Parties" mean both the City and Developer, and "Party" means either the City or Developer, as applicable. 4 1317 Seventh DA.1009. kl k Revised: October 10, 2011 1.16 "Planning Director" means the Planning Director of the City of Santa Monica, or his or her designee. 1.17 "Project Plans" mean the plans for the Project that are attached to this Agreement as Exhibit "B ". 1.18 "Rental Housing" means dwelling units intended for Residential Use, as defined in Section 1.19, but which are not available for separate or individual ownership. The term Rental Housing shall not include short -term rental housing or hotel uses as defined in SMMC Sections 9.04.02.030.778 and 9.04.02.030.410, respectively. 1.19 "Residential Use" means one or more rooms designed, occupied or intended for occupancy as primary living quarters in a building or portion thereof. 1.20 "Restaurant" and "Restaurant Use" have the meaning provided in Section 9.04.02.030.730 of the SMMC. 1.21 "Screening Room" means a room improved with video and audio equipment and seating (either fixed or movable) for use by the Project's commercial and residential tenants and their guests, invitees and customers with an occupancy load not to exceed 49 persons. No Screening Room may be operated as an independent commercial enterprise. 1.22 "Subterranean Space" means all space in the Project below the ground floor as shown on the Project Plans attached as Exhibit "B ". 1.23 "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; provided, however, that omissions from the Project Plans shall not constitute a conflict or inconsistency with the text of this Agreement. 2.2 Principal Components of the Project. The Project consists of the following elements, as well as the other elements delineated in the Project Plans, all of which are hereby approved by the City subject to the other provisions of this Agreement: (a) Demolition of the existing surface parking lot and construction of a new five -story residential /commercial mixed -use building, including fifty -seven (57) Rental Housing units on floors two through five, other uses on the ground floor and in the Subterranean Space as specified in Section 2.5(b), and roof decks for use by the 5 1317SeventhDA.1009. klk Revised: October 10, 2011 occupants of the Rental Housing units and their guests. Of the 57 Rental Housing units, 16 will be singles, 25 will be one - bedroom Rental Housing units, 3 will be one - bedroom plus den Rental Housing units, and 13 will be two- bedroom units including 6 two - bedroom affordable Rental Housing units as specified in Section 2.8.2(a) [and /or 281(a)]; and (b) Construction of a new subterranean parking garage beneath the mixed -use building providing no less than 73 parking spaces (based on a parking demand study) and up to 83 parking spaces as shown on the Project Plans. 2.3 No Obligation 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 of the Project or any portion thereof. (b) The decision to proceed or to forbear or delay in proceeding with construction of the Project or any portion thereof shall be in Developer's sole discretion. (c) Failure by Developer to proceed with construction 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 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 conditions required under this Agreement in accordance with Exhibit "D ". 2.4 Vested Rights. 2.4.1 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 or at the Project site. The Project Plans to be maintained by the City and Developer shall be in a half -size set. Further detailed plans for the construction of the Building and improvements, including, without limitation, structural plans and working drawings, shall be prepared by Developer subsequent to the Effective Date based upon the Project Plans. 2.4.2 Minor Modifications to Project. Developer with the approval of the Planning Director, may make minor changes to the Project or Project Plans ( "Minor 1317Seventh DA.1009. klk Revised: October 10. 2011 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. 2.4.3 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 " Maior Modification" means any proposed modifications to the Project Plans which would conflict with the following standards: (a) Any setback of the Project, as depicted on the Project Plans, is reduced if by such reduction the applicable setback would be less than is permitted in the applicable zoning district under the Zoning Ordinance as in effect on the date such modification is applied for. (b) A reduction in the depth of Zone A on the ground floor, such that the depth of Zone A no longer complies with the Zoning Ordinance then in effect. (c) Any change in use not consistent with the permitted uses defined in Section 2.5 below. (d) A reduction in the number of Rental Housing units specified in Section 2.2(a) by more than five (5) units. (e) Any increase in the number of parking spaces shown on the Project Plans by more than ten percent (10 %) above the amount provided for in Section 2.2(b); or any decrease in the number of parking spaces below 73 as established by the parking demand study referenced in Section 2.2(b). (f) Any variation in the design, massing, and building configuration, including but not limited to, floor area and building height, that renders such aspects out of substantial compliance with the Project Plans. (g) Any change that would materially reduce the Public Benefits. If a proposed modification does not exceed the Major Modification thresholds established above, then the proposed modification may be reviewed in accordance with Section 2.4.2. 2.4.4 City Consent to Modification. 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, and conditions in connection with its approval of a Minor or Major Modification, subject to any applicable law. Notwithstanding anything to the contrary herein or in the Existing Regulations, if the Planning Director approves a Minor 7 1317Seventh DA.1009. klk Revised: October 10, 2011 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. 2.4.5 Right to Develop. Subject to the provisions of 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 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 2.4.2; (iii) any Major Modifications which are approved pursuant to Section 2.4.3; 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 2.5(b). 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). 2.5 Uses. The City approves the following permitted uses for the Project: (a) Prior To The Development Of The Project. Until commencement of the Project's construction, the uses of the Property and the building(s) and structures(s) located thereon may remain and continue to operate without further approvals. below: (b) Permitted Uses. Permitted Uses in the Project are as specified (1) Above the ground floor: Rental Housing. (2) As depicted on the Project Plans, the ground floor shall be divided into two zones: Zone A and Zone B. (i) In Zone A, Permitted Uses shall be any nonresidential ground floor uses allowed by the Zoning Ordinance in effect at the time the use is established; provided, however, that all such uses shall be primarily neighborhood - serving goods, services, or retail uses not exceeding 15 percent of the total floor area of the Project. These neighborhood - serving nonresidential uses shall be small -scale general or specialty establishments primarily serving residents or employees of the neighborhood, including guests of hotels located in the neighborhood ( "Neighborhood Serving Uses "); provided that such determination shall be rendered by the City at the time of issuance of the business license for each such individual use and not thereafter. Restaurant Uses shall be considered neighborhood - serving goods, services, or retail uses within the meaning of this Section 2.5(b)(2)(i). Bank branches also shall be considered neighborhood - serving goods, services, or retail uses within the meaning of this Section 2.5(b)(2)(i). Rental Housing shall not be a Permitted Use in Zone A unless 1317Seventh DA.1009. klk Revised: October 10, 2011 such use is allowed by the Code in effect at the time the use is established. Notwithstanding the foregoing, artist studios shall be a Permitted Use on the ground floor within Zone A, provided that within any such artist studios, the area devoted to living quarters shall not occur within the front 25 feet of the building. If and to the extent the Project includes artist studios, Developer shall make reasonable efforts to contact local artists and recognized arts organizations for the purpose of informing them of such vacancies and the opportunity for artists to occupy such studios. (ii) In Zone B, Permitted Uses shall be vehicle parking and Accessory Uses. The term "Accessory Uses" means uses which are determined by the Planning Director to be necessary and customarily associated with, and appropriate, incidental, and subordinate to one or more of the Permitted Uses and which are consistent and not more disturbing or disruptive than the Permitted Uses. (3) In the Subterranean Space: Vehicle parking and Accessory Uses. Except as specifically provided herein, Developer will not be required to obtain any additional Discretionary Approvals for any of the Permitted Uses. Permitted Uses may commence in the Project upon issuance of a City business license and without any discretionary planning approvals for such uses. (c) Conditionally Permitted Uses. Conditionally Permitted Uses shall be all nonresidential uses on the ground floor that are identified as conditionally permitted uses in the Zoning Ordinance in effect at the time the use is sought to be established; provided, however, that all such uses shall be Neighborhood Serving Uses. Conditionally Permitted Uses may commence operating at the Project upon issuance of a Conditional Use Permit ( "CUP ") in accordance with the procedures established in the Zoning Ordinance and the issuance of a business license; provided that the combined total of all nonresidential uses shall not exceed 15 percent of the total floor area of the Project. (d) Other Uses Subject to Discretionary City Planning Approvals. In addition to Permitted Uses and Conditionally Permitted Uses, Developer may seek City discretionary planning approval for ground floor uses that are allowed by any other City discretionary process as provided in the Zoning Ordinance in effect when the use is sought to be established; provided, however, that all such uses shall be Neighborhood Serving Uses. Such use may not commence until the requisite City discretionary planning approval and a business license are obtained. 2.6 Alcoholic Beverage Permits. (a) In the event Developer or a business operator proposes a new business or use dispensing for sale or other consideration, alcoholic beverages, including beer, wine, malt beverages, and distilled spirits for on -site or off -site consumption, a Conditional Use Permit shall be required except for Restaurants p 1317Seve nth DA.1009. kl k Revised: October 10, 2011 complying with Section 2.6(b). No Conditional Use Permit shall be required for catered events for which Developer obtains the permits then required for such events. (b) Restaurants which offer alcoholic beverages including beer or wine incidental to meal service shall be exempt from the provisions of Section 9.04.10.18 of the SMMC, provided that the operator of the Restaurant (or Developer, if Developer is the applicant) agrees in writing to comply with all of the following criteria and conditions: (1) The primary use of the Restaurant premises shall be for sit - down meal service to patrons. Alcohol shall not be served to persons except those intending to purchase meals. (2) If a counter service area is provided in the Restaurant, a patron shall not be permitted to sit at the counter unless the patron is ordering a meal in the same manner as patrons ordering meals at the table seating. The seats located around the counter service area cannot be used as a waiting area where patrons may drink before being seated or as a bar where beverages only are served. (3) Window or other signage visible from the public right -of -way that advertises the Restaurant's beer or alcohol shall not be permitted. (4) Customers shall be permitted to order meals at all times and at all areas of the Restaurant where alcohol is being served. The Restaurant shall serve food to patrons during all hours the Restaurant is open for customers. (5) The Restaurant shall maintain a kitchen or food - serving area in which a variety of food is prepared on the premises. (6) Take out service from the Restaurant shall be only incidental to the primary sit -down use. (7) No alcoholic beverage shall be sold for consumption beyond the Restaurant premises. (8) Except for special events, alcohol shall not be served by the Restaurant in any disposable containers such as disposable plastic or paper cups. (9) No video or other amusement games shall be permitted in the Restaurant (10) No dancing is permitted at the Restaurant. Live entertainment may only be permitted in the manner set forth in Section 9.04.02.030.730 of the SMMC. (11) Any minimum purchase requirement maybe satisfied by the purchase of beverages or food. 10 1317Seve nth DA.1009. kl k Revised: October 10, 2011 (12) The primary use of any outdoor dining area shall be for seated meal service. Patrons who are standing in the outdoor seating area shall not be served. (13) The Restaurant operation shall at all times be conducted in a manner not detrimental to surrounding properties by reason of lights, noise, activities or other actions. The Restaurant operator shall control noisy patrons leaving the restaurant. (14) The permitted hours of alcoholic beverage service shall be nine a.m. to twelve midnight Sunday through Thursday, and nine a.m. to one a.m. Friday and Saturday with complete closure and all Restaurant employees vacated from the building by one a.m. Sunday through Thursday, and two a.m. Friday and Saturday. All alcoholic beverages must be removed from the outdoor dining area no later than twelve midnight. No after hours operation of the Restaurant is permitted. (15) No more than thirty -five percent (35 %) of the Restaurant's total gross revenues per year shall be from alcohol sales. The Restaurant operator shall maintain records of gross revenue sources which shall be submitted annually to the City's Planning Division at the beginning of the calendar year and also available to the City and the California Department of State Alcoholic Beverage Control ( "ABC ") upon request. (16) Prior to occupancy of the Restaurant, a Restaurant security plan shall be submitted to the Chief of Police for review and approval. The plan shall address both physical and operational security issues. (17) Prior to occupancy, the Restaurant operator shall submit a plan for approval by the Planning Director regarding its employee alcohol awareness training programs and policies. The plan shall outline a mandatory alcohol- awareness training program for all Restaurant employees having contact with the public and shall state management's policies addressing alcohol consumption and inebriation. The program shall require all Restaurant employees having contact with the public to complete an ABC - sponsored alcohol awareness training program within ninety days of the effective date of the exemption determination. In the case of new Restaurant employees, the employee shall attend the alcohol awareness training within ninety days of hiring. In the event the ABC no longer sponsors an alcohol awareness training program, all Restaurant employees having contact with the public shall complete an alternative program approved by the Planning Director. The Restaurant operator shall provide the City with an annual report regarding compliance with this requirement. The Restaurant operator shall be subject to any future citywide alcohol awareness training program affecting similar establishments. (18) Within thirty days from the date of approval of this exemption, the Restaurant applicant shall provide a copy of the signed exemption to the local office of the State ABC. 11 1317 Seventh DA.1009. kl k Revised: October 10, 2011 (19) Prior to occupancy, the Restaurant operator shall submit a plan describing the establishment's designated driver program, which shall be offered by the operator to the establishment's patrons. The plan shall specify how the Restaurant operator will inform patrons of the program, such as offering on the menu a free non - alcoholic drink for every party of two or more ordering alcoholic beverages. 2.7 Right to Future Subdivision of Property for Purposes Other Than Establishment of Residential Condominiums. If the Developer elects to file such an application, the City agrees to process an application for a parcel map or subdivision map for the Property to divide the Property into various parcels as may be determined by Developer, including the right to an air space subdivision that would divide the commercial space from the residential units and could include establishing commercial condominiums; provided, however, that Developer shall not seek to process an application to subdivide the residential units into residential condominiums unless allowed by the SMMC at the time the change is proposed. 2.8 Proiect and Community Benefits. 2.8.1 Project Benefits. This Agreement provides assurances that the public benefits identified below in this Section 2.8.1 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) a mix of uses, including rental housing and potential restaurants /cafes, within a new building to be constructed in the Downtown; (ii) tax revenues; (iii) construction jobs; (iv) developer fees for cultural arts; (v) developer fees for child care facilities; (vi) installation of standard water and wastewater reduction fixtures within the Project as legally applicable; (vii) various standard public improvements and fees; and (viii) On -Site Affordable Housing. Developer shall meet its affordable housing obligation through the development of on -site units for very -low income tenants pursuant to the City's Affordable Housing Production Program (Chapter 9.56 of the Existing Regulations). [CITY STAFF'S POSITION] 2.8.2 LUCE Community Benefits. Set forth below in this Section 2.8.2 are the additional community benefits that will be provided by the Project. (a) On -Site Affordable Housing. Developer shall meet its affordable housing obligation through the development of on -site units for very -low income tenants pursuant to the City's Affordable Housing Production Program (Chapter 9.56 of the Existing Regulations). [APPLICANT'S POSITION] Developer has agreed to provide and shall provide a sixth on -site affordable unit instead of paying a fee equal to 70% of the City's cost of constructing such a unit. [CITY STAFF'S POSITION] (b) TDM Plan. Developer shall maintain and implement the following Transportation Demand Management Plan ( "TDM Plan "): 12 1317Seventh DA.1009. klk Revised: October 10, 2011 Measures Applicable to Entire Project (Commercial and Residential Elements A. Transportation Information Center. The Developer shall maintain, for the life of the Project, a Transportation Information Center ( "TIC "). The location of the TIC shall be mutually agreed upon by the Planning Director and the Developer prior to the City's issuance of a certificate of occupancy for the Building, and may be relocated from time to time thereafter upon mutual agreement of the Developer (or Developer's successor in interest) and the Planning Director. The TIC shall include information for employees, visitors and residents about: Local public transit services, including current maps, bus lines, light rail lines, fare information, schedules for public transit routes serving the Project, telephone numbers and website links for referrals on transportation information, including numbers for the regional ridesharing agency and local transit operators, ridesharing promotional material supplied by commuter - oriented organizations and shuttles and Bicycle facilities, including routes, rental and sales locations, on -site bicycle facilities, bicycle safety information and the shower facility for the commercial tenants of the Project. The TIC shall also include a list of facilities available for carpoolers, vanpoolers, bicyclists, transit riders and pedestrians at the site, including walking maps and information about local services, restaurants, movie theaters and recreational activities within walking distance of the Project. Such transportation information shall be provided on -site, regardless of whether also provided on a website. B. Parking Pricing. Hourly parking pricing for Project visitors shall be market -based and adjusted periodically to ensure parking availability during peak parking hours. C. Guest Bicycle Parking. Developer shall provide short -term bicycle parking for 8 bikes for guests of the commercial and residential components. This guest bike parking shall be located on the ground floor of the Project. D. Unbundled Parking. Developer shall lease (a) its parking to residential tenants separately from the residential units and (b) its employee parking to commercial tenants separately from the commercial space. Such parking shall be leased at market rates established by Developer from time -to -time. Developer may, subject to the Planning Director's approval, reconfigure the parking spaces and operations from time -to -time in order to facilitate unbundling of parking. Developer shall require in all tenant leases it executes as landlord that each tenant charge its employees for parking and that all subleases contain this same provision. 13 1317 Seventh DA.1009. kl k Revised: October 10, 2011 E. Marketing. Developer shall periodically promote ridesharing through newsletters or other communications to tenants, both residential and commercial. Furthermore, Developer shall hold at least one rideshare event annually for residential tenants and commercial employees of the Project, which may be provided in conjunction with the contemplated TMA. F. On -Site Transportation Coordinator. Developer shall designate an on -site Transportation Coordinator to be responsible for implementing, maintaining and monitoring the TDM Plan. Once at least 50% of the residential units are occupied, the Transportation Coordinator must be available a minimum of fifteen hours per week. The Transportation Coordinator's contact information shall be provided to the City and updated as necessary. The Transportation Coordinator shall be responsible for promoting the TDM Plan to employees and residents, updating information boards /websites, offering carpool and vanpool matching services and assisting with route planning and will be the point of contact for administration of the annual survey and TDM Plan report required by this Agreement, in addition to any other services the Transportation Coordinator may perform at the Project for Developer. Transportation Coordinator services may be provided through the TMA contemplated in Section 2.8.2(b)(11)(B) below. II. Measures Applicable to Project's Commercial Component Only A. AVR Requirements. For employees of the commercial tenants, Developer shall achieve an average vehicle ridership ( "AVR ") of 1.75 by the third year after the City's issuance of a certificate of occupancy for the Project and the 1.75 AVR shall continue to be achieved and maintained thereafter. SMMC Chapter 9.16 shall govern how the AVR is calculated. Failure to achieve the AVR standard as provided in this Section will not constitute a Default within the meaning of the Agreement so long as Developer is working cooperatively with the City and taking all feasible steps to achieve compliance. The term "feasible" shall have the meaning given that term in Section 21061.1 of the California Public Resources Code. Developer will determine its AVR through employee surveys for one consecutive week each calendar year beginning the first year the commercial component is at least 50% occupied. For purposes of determining AVR, the survey must be conducted and AVR calculated in accordance with SMMC 9.16.070: "The survey must be taken over five consecutive days during which the majority of employees are scheduled to arrive at or leave the worksite. The days chosen cannot contain a holiday and cannot occur during 'Rideshare Week' or other 'event' weeks (i.e., Bicycle Week, Walk to Work Week, Transit Week, etc.). This survey must have a minimum response rate of seventy -five percent of employees who report to or leave work between six a.m. and ten a.m., inclusive, and seventy -five percent of employees who report to or leave work between three p.m. and seven p.m., 14 1317 Seventh DA.1009. kl k Revised: October 10, 2011 inclusive. Employers that achieve a ninety percent or better survey response rate for the a.m. or p.m. window may count the 'no- survey responses' as 'other' when calculating their AVR... "The procedure for calculating AVR at a worksite shall be as follows: "(A) The AVR calculation shall be based on data obtained from an employee survey as defined in [SMMC Section 9.16.070(d)(2)]. "(B) AVR shall be calculated by dividing the number of employees who report to or leave the worksite by the number of vehicles arriving at or leaving the worksite during the peak periods. All employees who report to or leave the worksite that are not accounted for by the employee survey shall be calculated as one employee per vehicle arriving at or leaving the worksite. Employees walking, bicycling, telecommuting, using public transit, arriving at the worksite in a zero - emission vehicle, or on their day off under a recognized compressed work week schedule shall be counted as employees arriving at or leaving the worksite without vehicles. Motorcycles shall be counted as vehicles. "(C) A child or student may be calculated in the AVR as an additional passenger in the carpool /vanpool if the child or student travels in the car /van to a worksite or school /childcare facility for the majority (at least fifty -one percent) of the total commute. "(D) If two or more employees from different employers commute in the same vehicle, each employer must account for a proportional share of the vehicle consistent with the number of employees that employer has in the vehicle. "(E) Any employee dropped off at a worksite shall count as arriving in a carpool only if the driver of the carpool is continuing on to his /her worksite. "(F) Any employee telecommuting at home, off -site, or at a telecommuting center for a full work day, eliminating the trip to work or reducing the total travel distance by at 15 1317 Seventh DA.1009. k1 k Revised: October 10, 2011 least fifty -one percent shall be calculated as if the employee arrived at the worksite in no vehicle. "(G) Zero emission vehicles (electric vehicles) shall be calculated as zero vehicles arriving at the worksite." Furthermore, the definition of AVR contained in SMMC Section 9.16.030, as written on the Effective Date, shall govern how AVR is calculated. That definition reads as follows: "The total number of employees who report to or leave the worksite or another job-related activity during the peak periods divided by the number of vehicles driven by these employees over that five -day period. The AVR calculation requires that the five -day period must represent the five days during which the majority of employees are scheduled to arrive at the worksite. The hours and days chosen must be consecutive. The averaging period cannot contain a holiday and shall represent a normal situation so that a projection of the average vehicle ridership during the year is obtained." B. Transportation Demand Management Association. The property owner and building tenants shall be required to participate in the establishment of a geographic based Transportation Demand Management Association ( "TMA ") that may be defined by the City. TMAs provide employees, businesses, and visitors of an area with resources to increase the amount of trips taken by transit, walking, bicycling and carpooling. If the City adopts a requirement that a TMA be formed for this geographic area, Developer shall attend organizational meetings and provide traffic demand data to the TMA. Developer shall require in all leases it executes as landlord for space within the Project that building tenants be required to participate in the TMA and that all subleases contain this same provision. Developer may elect to provide some or all of the services required by this Section 2.8.2(b) through the TMA. C. Employee Carpool Program. Developer shall provide preferential parking within the parking garage for Project employees who carpool to work. The charge for such parking spaces will be at a reduced rate. D. Transit Subsidy in Lieu of Parking. Developer shall require in all tenant leases it executes as landlord that each tenant offer its employees who do not purchase monthly automobile parking in the Project a month -long Metro EZ Transit Pass (or equivalent multi- agency monthly transit pass) for at least one month at no cost and at a 50% discount thereafter, with such passes provided on -site. Developer, or Developer's successor in interest, shall be responsible for ensuring this obligation is satisfied. E. Secure Bicycle Storage. As shown on the Project Plans, Developer shall provide secure long -term bicycle storage for commercial employees on the upper level of the subterranean parking garage. This shall have a capacity for a minimum of 16 1317Seventh DA.1009. klk Revised: October 10, 2011 two bicycles. For the purpose of this requirement, secure bicycle parking shall mean bicycle lockers, an attended cage, or a secure parking area. Commercial employee secure bicycle storage shall be provided separately from the secure bicycle storage for residents. F. Employee Shower and Locker Facility. A minimum of two showers and locker facilities (one for each gender) shall be provided for employees of commercial uses on site who bicycle or use another active means, powered by human propulsion, of getting to work or who exercise during the work day. G. Employee Flex -Time Schedule. The Developer shall require in all leases it executes as landlord for space within the Project that, when commercially feasible, employers shall permit employees within the Project to adjust their work hours in order to accommodate public transit schedules, rideshare arrangements, or off -peak hour commuting. Developer shall also require that all subleases contain this same provision. H. Employee Guaranteed Return Trip. The Developer shall require in all leases it executes as landlord for space within the Project that tenants provide employees who rideshare (this includes transit riders, vanpoolers, walkers, carpool), with a return trip to their point of commute origin at no additional cost to the employee, when a personal emergency situation requires it. Developer, or Developer's successor in interest, shall be responsible for ensuring this obligation is satisfied. The employee guaranteed return trip may be provided through the TMA contemplated in Section 2.8.2(b)(11)(B) above. III. Measures Applicable to Project's Residential Component Only A. Transit Welcome Package for Residents. The Developer shall provide new residents of the residential component of the Project site with a Resident Transit Welcome Package ( "RTWP "). One RTWP shall be provided to each unit upon the commencement of a new tenancy. The RTWP will include information about the on- site bicycle parking and storage facilities, local markets, restaurants, other convenient services, parks, movie theaters and other nearby recreational facilities. The RTWP will also inform residents about how to access the Transit Information Center discussed in Section 2.7(a)(1)(A) above. A copy of the RTWP shall be submitted with the Developer's annual compliance report required by Section 10.2 of this Agreement. B. Transit Subsidy in Lieu of Parking. Developer offer its residential tenants in units for which no one not purchases monthly automobile parking in the Project a month -long Metro EZ Transit Pass (or equivalent multi- agency monthly transit pass) for at least one month for that unit at no cost and at a 50% discount thereafter for that unit for so long as no parking is purchased for such unit, with such passes made available for purchase on -site. Developer, or Developer's successor in interest, shall be responsible for ensuring this obligation is satisfied. The number of monthly transit passes provided or sold each month to Project residents shall be reported in the Developer's annual compliance report required by Section 10.2 of this Agreement. 17 1317Seve nth DA.1009. kl k Revised: October 10, 2011 C. Secure Bicycle Storage. As shown on the Project Plans, Developer shall provide convenient and secure bicycle storage in the subterranean parking garage for Project residents. This shall have a capacity for a minimum of 57 bicycles. For purposes of this requirement, secure bicycle parking shall mean bicycle lockers, an attended cage, or a secure room. The location of the residential secure bicycle parking may not be combined with the commercial secure bicycle parking. D. Marketing and Outreach to Downtown Employers and Employees. Developer shall prepare and implement a marketing and outreach plan designed to notify Downtown employers and their employees of the Project's residential component for the purpose of encouraging those that work in the Downtown area to consider residing in the Project. As residential units become vacant, Developer shall make reasonable efforts to contact Downtown employers and their employees for the purpose of informing them of such vacancies and the opportunity to live closer to their places of employment. IV. Changes to TDM Plan. Subject to approval by the City's Planning Director, the Developer may modify this TDM Plan, provided the TDM Plan, as modified, can be demonstrated as equal or superior in its effectiveness at mitigating the traffic - generating effects of this Project. 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. V. New TDM Ordinance. If the City adopts a new ordinance of general application that updates or replaces Chapter 9.16 of the SMMC and that applies to the geographic area in which the Property is located ( "New TDM Ordinance "), then, subject to the Planning Director's approval in his or her sole and absolute discretion, Developer may elect to comply with the New TDM Ordinance in lieu of complying with the TDM Plan outlined in this Agreement. (c) Light Rail Infrastructure Contribution. On or before issuance of a building permit for the Project, Developer shall make a $50,000 light rail infrastructure contribution to the City to be specifically used in the Downtown area. (d) 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 LEEDO credits equivalent to a "Silver" certification under the LEEDO 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, however, that Developer shall not be required to pay to the Green Building Certification Institute the fees required to obtain a LEED® certificate. M 1317Seventh DA.1009. klk Revised: October 10, 2011 (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 2.8.2(d). (2) Prior to the submission of plans for ARB review consistent with Article 6 of this Agreement, Developer shall submit a preliminary checklist of anticipated LEEDO credits (that shall be prepared by the LEEDO accredited professional) for review by the City of Santa Monica Green Building Program Advisor ( "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 plan check application for the Project's building permit, Developer shall also submit the LEEDO Credits identified in clause (2) above (prepared by the LEEDO accredited professional) for review by the 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.LEEDO Credits identified in clause (2) above (prepared by the LEEDO accredited professional) demonstrate that the Project is likely to achieve the Sustainable Design Status. Developer shall meet with the Advisor at least 30 days prior to submitting the final LEEDO Credits for the Advisor's approval, and during such meeting Developer shall review the LEEDO progress with the Advisor. (5) Notwithstanding the foregoing, if the Advisor has not yet approved the LEEDO 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 Advisor determines that the LEEDO Credits for the Project demonstrate that the constructed Project has achieved the Sustainable Design Status. (e) EV Conduit. A minimum number of 208/240 V 40 amp, grounded AC outlets equal to 10 percent of the total number of parking spaces; or panel capacity and conduit for future installation of electrical outlets designed to allow the simultaneous charging of a minimum number of 208/240 V 40amp, grounded AC outlets equal to 10 percent of the total number of parking spaces, shall be located in the parking area. (f) Shared Parking. In furtherance of the LUCE's shared parking policies: 19 1317Seventh DA.1009, k1k Revised: October 10. 2011 (1) The Project shall be subject to a shared parking program whereby commercial visitors and residential guests shall have access to and utilize the same parking spaces. (2) Consistent with providing sufficient on -site parking for building users, the Developer may make any unused on -site parking available for monthly lease at market rates to third parties in the surrounding area in need of parking Prior to making any unused on -site parking available to third parties, Developer shall obtain a written report by a traffic and parking engineering firm that demonstrates that the proposed parking spaces to be leased to third parties are not needed to meet the Project's peak parking demand and shall submit that report to the City for review and approval by the Planning Director. Alternatively, Developer may seek City approval for shared parking in accordance with any City procedure in effect at the time Developer requests approval for a shared parking arrangement. (g) Project Design. As a result of this Agreement, there are enhanced elements of the Project design, including enhanced walkway and courtyard areas as shown on the Project Plans and other pedestrian- oriented design elements of the Project. The public use of that certain area designated on the Project Plans as "Public Use Area" shall be: (i) consistent with the terms and conditions of this Agreement; (ii) solely for pedestrian access to and passive use of the Public Use Area 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 Public Use Area by the public shall be permitted on the Public Use Area. Between the hours of 10:00 p.m. and 8:00 a.m., Developer may limit public access to the Public Use Area. (h) Local Hiring. Developer shall implement the local hiring program set forth in Exhibit "I ". 2.9 Prohibited Activities in the Public Use Area. Nothing in this Agreement shall give members of the public the right, without the prior written consent of Developer, which consent may be conditioned or withheld by Developer in Developer's sole discretion, to engage in any other activity on the Public Use Area, 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 Area 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. If any such persons refuse to leave the Project, they shall be 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 Area consistent with the foregoing. Nothing in this 20 1317Seve nth DA.1009. kl k Revised: October 10, 2011 Agreement or in the Project Plans shall be deemed to mean that the Public Use Area is a public park or is subject to legal requirements applicable to a public park or other public space. The Public Use Area shall remain the private property of Developer with members of the public having only a license to occupy and use the Public Use Area in a manner consistent with this Article 2. 2.10 Design. (a) Setbacks. Developer shall maintain the setbacks for the Project as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Ordinance and the setbacks required by this Agreement, then the setbacks required by this Agreement shall prevail. (b) Building Height. The maximum height of the building shall be 50 feet as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Ordinance and the building height allowed by this Agreement, then the building height allowed by this Agreement shall prevail. (c) Stepbacks. Developer shall maintain the stepbacks for the Project as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Ordinance and the stepbacks required by this Agreement, then the stepbacks established by this Agreement shall prevail. (d) Permitted Projections. Projections shall be permitted as reflected on the Project Plans. In the event that any inconsistencies exist between the Zoning Ordinance and the projections permitted by this Agreement, then the projections permitted by this Agreement shall prevail. (e) Signage. The location, size, materials and color of any signage shall be reviewed by the ARB (or Planning Commission on appeal) in accordance with the procedures set forth in Section 6.1 of this Agreement. All signs on the Property shall be subject to Chapter 9.52 of the SMMC (Santa Monica Sign Code) in effect as of the Effective Date, a copy of which is set forth in its entirety in Exhibit "F ". Directional signs for vehicles shall be located at approaches to driveways as required by the City's Strategic Transportation Planning Division. (f) Balconies. Balconies shall be provided in accordance with the Project Plans. 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 "G" 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 interior construction work which does not 21 1317Seve nth DA.1009. kl k Revised: October 10, 2011 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. Notwithstanding the foregoing, pursuant to SMMC Section 4.12.110(e) Developer has the right to seek a permit from the City authorizing construction activity during the times otherwise prohibited by this Section. The Parties acknowledge and agree that, among other things, afterhours construction permits can be granted for concrete pours. 3.3 Outside Building Permit Issuance Date. If Developer has not been issued a building permit for the Project by the "Outside Building Permit Issuance Date" (defined below), then on the day after the Outside Building Permit Issuance 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 been issued a building permit for the Project by the Outside Building Permit Issuance 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 Building Permit Issuance Date" means the date that is the last day of the thirty -sixth (36 ) full calendar month after the Effective Date; provided that the Outside Building Permit Issuance 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 Building Permit Issuance Date shall be extended one month for each additiona month greater than four that the final ARB approval is delayed. At any time before the thirty -sixth (36th) full calendar month after the Effective Date, Developer may deliver written notice to the Planning Director, requesting an extension of the Outside Building Permit Issuance 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 obtain the building permit for the Project by the initial Outside Building Permit Issuance Date and can demonstrate that: (a) the condition of the Property 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. 3.5 Tiebacks. City will provide Developer with tiebacks, subject to reasonable terms and conditions, for Seventh Street and Seventh Court. Developer shall compensate the City for such tiebacks in accordance with the City's tieback fees then in effect. 3.6 Damage or Destruction. If 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 permit 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. 22 1317 Seventh DA.1009. kl k Revised: October 10, 2011 Article 4 PROJECT FEES, EXACTIONS, AND CONDITIONS 4.1 Fees, Exactions. and Conditions. Except as expressly set forth in Section 2.4.4 (relating to modifications), Section 2.8 (relating to Community Benefits), and Section 5.2 (relating to Subsequent Code Changes) below, the City shall charge and impose only those fees, exactions, conditions, and standards of construction set forth in this Agreement, including Exhibits "C ". "D" and "G" attached hereto, and no others. If any of the 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 and conditions in connection with its approval of Minor or Major Modifications, provided that all fees, exactions and conditions shall be in accordance with any applicable law. 4.3 Implementation of Conditions of Approval. 4.3.1 Compliance with Conditions of Approval. Developer shall be responsible to adhere to the conditions of approval set forth in Exhibit "D" in accordance with the timelines established in Exhibit "D ". 4.3.2 Survival of Conditions of Approval. If Developer proceeds with the construction of the Project, except as otherwise expressly limited in this Agreement, the obligations and requirements imposed by the 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. Article 5 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS 5.1 Development 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. 5.1.1 Defined Terms. The following terms shall have the meanings set forth below: (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) the IZO; (iv) 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 (v) the development standards and procedures in Section 2 of this Agreement. 23 1317SeventhDA.1009. klk Revised: October 10, 2011 (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 Building 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 Building and improvements, and any exactions therefor, shall be governed by the Existing Regulations. The City agrees that this Agreement is consistent with the General Plan, including the LUCE, and as more fully described in the Recitals. 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 2.4.2 and 2.4.3; (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 Changes. 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 of 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 24 1317Seventh DA.1009. klk Revised: October 10, 2011 development approvals; 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 Property 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 Downtown Core (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 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. (e) Any City regulations to which Developer has consented in writing (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. For the purposes of this Section 5.2.1(x), 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, or that would cause a material change in the uses of the Project as provided in this Agreement. 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. 25 1317Seventh DA.1009. klk Revised: October 10, 2011 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 Existing Regulations. 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 Conflicting 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 any Subsequent Code Change applied to such portion of the Property as it may have an interest in, 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 Cal.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 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 or the number of buildings, structures or residential units that can be built each year on the Property, except as expressly provided in this Agreement. Article 6 ARCHITECTURAL REVIEW BOARD 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. Consistent with Existing Regulations, 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 building, reduction in the 26 1317SeventhDA.1009. klk Revised: October 10, 2011 number of stories in the building, reduction in density, or reduction in floor area greater than two percent (2 %). Decisions of the ARB are appealable to the Planning Commission in accordance with the Existing Regulations. 6.2 Concurrent Processing. Developer may concurrently process plan check (SMMC § 8.08.060) with ARB design review (SMMC ch. 9.32); provided, however, that Developer hereby agrees to accept the risk of plan check revisions if necessitated by the outcome of the ARB design review. Article 7 CITY TECHNICAL PERMITS 7.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "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. (b) "Technical Permit Applications" means any applications required to be filed by Developer for any Technical City Permits. 7.2 Diligent Action by City. (a) 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. (b) 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. (a) 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: (1) 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; 27 1317 Seventh DA.1009. kI k Revised: October 10, 2011 (2) 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 (3) If required for the particular Technical Permit Application, Developer shall have obtained the approval of the ARB referred to in Section 6.1 above. (b) 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): (1) 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 Building; (2) 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 Building; (3) The proposed Building conforms to the development standards for such Building 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 (4) The proposed Building conforms to the Administrative and Technical Construction Codes of the City (Article VIII, Chapter 1 of the SMMC) (the "Technical Codes ") in effect on the date that the Technical Permit Application is filed. 7.4 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. W 1317 S eventh DA.1009. klk Revised: October 10, 2011 7.5 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 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 may be granted or withheld in the Planning Director's sole discretion. Article 8 AMENDMENT AND MODIFICATION 8.1 Amendment and Modification of Development Agreement. Subject to the notice and hearing requirements of the applicable Development Agreement Statutes, this Agreement may be modified or amended from time to time only with the written consent of Developer and the City or their successors and assigns in accordance with the provisions of the SMMC and Section 65868 of the California Government Code. 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. (a) Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue for ten (10) 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. (b) 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. 29 1317Seventh DA.1009. klk Revised: October 10, 2011 M Effect of Termination. Except as expressly provided herein (e.g., Section 4.3.2), none of the parties' respective rights and obligations under this Agreement shall survive the Term 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; and (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. Prior to any public hearing concerning the Periodic Review of this Agreement, 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 pursuant to Section 11.1.1 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 Rights. 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 11.1.1 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. 1.2 and Section 11.1.3, 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. 19111 1317Seventh DA.1009. klk Revised: October 10, 2011 10.6 Termination of Development Agreement. If Developer fails to timely cure any material item(s) of non - 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 11.4.2 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. If 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 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 a non - 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 a non - 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 Delay. 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. 31 1317Seventh DA.1009. klk Revised: October 10, 2011 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. 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 a non - 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. 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 of Non - 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 of Non - 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 Damages 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: 32 1317SeventhDA.1009. klk Revised: October 10, 2011 (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 City. 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 and shall follow the notice procedures of Chapter 1.09 and 1.10 respectively in lieu of Section 11.1 of this Agreement if these remedies are applied. 11.3.6 No Damages 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: (a) (b) issue regarding; or (c) this Agreement. for any non - monetary default hereunder; arising out of or connected with any dispute, controversy or the application or interpretation or effect of the provisions of 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 33 1317Seve nth DA.1009. kl k Revised: October 10, 2011 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 of Non - Monetary Default. 11.4 Modification or Termination of Agreement by City. 11.4.1 Default by Developer. If Developer causes either an Event of Monetary Default or an Event of Non - 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. 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 of Non - 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 kv 1317 S e v e n th DA.1009. k l k Revised: October 10, 2011 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 Rights and Obligations. 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 Improvements. Notwithstanding the provisions of Sections 11.2, 1 1.:T 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 Building 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. 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 of Non - Monetary Default shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. 35 1317SeventhDA.1009. klk Revised: October 10, 2011 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 has been 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 of Non - 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. (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) business days in the case of any Event of Monetary Default and (b) thirty (30) days in the case of any Event of Non - 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 of Non - Monetary Default; provided that if the cure of the Event of Non - 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 of Non - Monetary Default, then each Secured Lender shall have the right to remedy such Event of Monetary Default or an Event of Non - 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 of Non - Monetary Default by Developer which reasonably requires that said Secured Lender be in possession of the Property to do so, 36 1317Seventh DA.1009. kik Revised: October 10, 2011 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 Obligated 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 to 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 of Non - Monetary Default is not completely cured within the Secured Lender's Cure Period. Article 13 TRANSFERS AND ASSIGNMENTS 13.1 Transfers and Assignments. 13.1.1 Not Severable from Ownership Interest in Property. THE Agreement shall not be severable from Developer's interest in the Property and any transfer of the Property or any portion thereof shall automatically operate to transfer the benefits 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, transfer or 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 37 1317SeventhDA. 1 009.klk Revised: October 10, 2011 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 "H" 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. I_ri[¢(aEZ[�Ir!17�Pil�l�i'it�Z� 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 act or omission of Developer or those of its officers, board members, agents, employees, 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 act or 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 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 approved plans or specifications or both for the Project. 14.2 City's Right 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, 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. 38 1317Seventh DA.1009. klk Revised: October 10, 2011 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, California 90401 Attention: City Manager With a Copy to: City of Santa Monica 1685 Main Street, Room 212 Santa Monica, California 90401 Attn: Planning and Community Development Director To Developer: Seventhandarizona, LLC 4077 W. Third Street, Suite 100 Los Angeles, CA 90020 Attn: Michael Sorochinsky With a Copy to: Harding Larmore Kutcher & Kozal, LLP 1250 Sixth Street, Suite 200 Santa Monica, California 90401 Attention: Christopher M. Harding, Esq. 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. 15.3 Bindinq 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 39 1317Seventh DA.1009. klk Revised: October 10, 2011 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 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 Party 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 of Non - 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 to 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. 40 1317Seventh DA.1009. klk Revised: October 10, 2011 15.7 Time. Time is of the essence for each provision of this Agreement of which time is an element. 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. 15.8.4 Nothing contained in this Section 15.8 is intended to modify the terms of either Section 5.1.2 or Section 5.5 of this Agreement. 41 1317Seventh DA.1009. klk Revised: October 10, 2011 15.9 Governing Law. This Agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California. 15.10 Cooperation in Event of Legal Challenge 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. !!r7 1317 Seventh DA.1009. kl k Revised: October 10, 2011 15.15 Other Governmental 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. 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 Processing. 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 Party Litigation. 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. Notwithstanding the foregoing and without prejudice to the provisions of Section 15.8(c), after service on the City or Developer of the initial petition or complaint challenging this Agreement or the Project, the Developer may apply to the Planning Director for a tolling of the applicable deadlines for Developer to otherwise comply with this Agreement. Within 40 days after receiving such an application, the Planning Director shall either toll the time period for up to five years during the pendency of the litigation or deny the requested tolling. 43 1317SeventhDA.1009. klk Revised: October 10, 2011 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. 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" Conditions of Approval Exhibit "E ": Zoning Ordinance Exhibit "F ": Santa Monica Sign Code Exhibit "G ": Construction Mitigation Plan Exhibit "H ": Assignment and Assumption Agreement Exhibit "I ": Local Hiring Except as to the Project Plans (attached hereto as Exhibit B) which shall be treated in accordance with Section 2.1 above, the text of this Agreement shall prevail in the event that any inconsistencies exist between the Exhibits and the text of this Agreement. 15.18 Counterpart Signatures. 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 44 1317SeventhDA.1009. klk Revised: October 10, 2011 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 when, from time to time, during the term of this Agreement, the City and Developer 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. 45 1317SeventhDA. 1 009.kik Revised: October 10, 2011 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. 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 building 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 accruing any prescriptive or other right to use the Property or the Project. 15.24 Other Agreements. The City acknowledges that certain additional agreements may be necessary to effectuate the intent of this Agreement and facilitate development of the Project. The City Manager or his /her designee is hereby authorized to prepare, execute and record those additional agreements. 15.25 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: SEVENTHANDARIZONA, LLC a limited liability company Bv: Name: Michael Sorochinsky Title: Manager 46 1317Seventh DA.1009. kl k Revised: October 10, 2011 CITY: CITY OF SANTA MONICA, a Municipal Corporation 0 ATTEST: m MARIA M. STEWART City Clerk APPROVED AS TO FORM: m MARSHA JONES MOUTRIE City Attorney !fl 1317SeventhDA.1009. klk Revised: October 10, 2011 Rod Gould City Manager Exhibit "A" Legal Description Of Property PARCEL1: LOT "U" IN BLOCK 142 OF TOWN OF SANTA MONICA, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81 AND IN BOOK 39 PAGE 45 ET SEQ., OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: LOT "V" IN BLOCK 142 OF TOWN OF SANTA MONICA, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3 PAGES 80 AND 81 AND IN BOOK 39 PAGE 45 ET SEQ., OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Exhibit "B" Project Plans 1 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 and all other standard fees imposed on similar development projects: • Building, Plumbing, Mechanical, Electrical, Grading, Seismic Mapping, Excavation and Shoring Permit fees (collected by Building & Safety) • Shoring Tieback fee (collected by EPWM) • Park and Recreation Facilities Tax (SMMC Section 6.80). Developer shall pay a fee of $200.00 per residential unit, due and payable at the time of issuance of a building permit for the construction or placement of residential units on the subject lot. • 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). 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. 1 Cultural Arts Fee (SMMC Section 9.04.10.20). 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. These fees shall be reimbursed to developer in accordance with the City's standard practice should Developer not proceed with development of the Project. 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) 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. 2 EXHIBIT "D" CONDITIONS OF APPROVAL Project Specific Conditions 1. On -Site Affordable Housing. Developer shall meet its affordable housing obligation through the development of on -site units for very-low income tenants pursuant to the City's Affordable Housing Production Program (SMMC Chapter 9.56). 2. TDM Plan. Developer shall maintain and implement the following Transportation Demand Management Plan ( "TDM Plan "): I. Measures Applicable to Entire Project (Commercial and Residential Elements A. Transportation Information Center. The Developer shall maintain, for the life of the Project, a Transportation Information Center ( "TIC "). The location of the TIC shall be mutually agreed upon by the Planning Director and the Developer prior to the City's issuance of a certificate of occupancy for the Building, and may be relocated from time to time thereafter upon mutual agreement of the Developer (or Developer's successor in interest) and the Planning Director. The TIC shall include information for employees, visitors and residents about: • Local public transit services, including current maps, bus lines, light rail lines, fare information, schedules for public transit routes serving the Project, telephone numbers and website links for referrals on transportation information, including numbers for the regional ridesharing agency and local transit operators, ridesharing promotional material supplied by commuter - oriented organizations and shuttles; and • Bicycle facilities, including routes, rental and sales locations, on -site bicycle facilities, bicycle safety information and the shower facility for the commercial tenants of the Project. The TIC shall also include a list of facilities available for carpoolers, vanpoolers, bicyclists, transit riders and pedestrians at the site, including ,walking maps and information about local services, restaurants, movie theaters and recreational activities within walking distance of the 1 Project. Such transportation information shall be provided on -site, regardless of whether also provided on a website. B. Parking Pricing. Hourly parking pricing for Project visitors shall be market -based and adjusted periodically to ensure parking availability during peak parking hours. C. Guest Bicycle Parking. Developer shall provide short -term bicycle parking for 8 bikes for guests of the commercial and residential components. This guest bike parking shall be located on the ground floor of the Project. D. Unbundled Parking. Developer shall lease (a) its parking to residential tenants separately from the residential units and (b) its employee parking to commercial tenants separately from the commercial space. Such parking shall be leased at market rates established by Developer from time -to -time. Developer may, subject to the Planning Director's approval, reconfigure the parking spaces and operations from time -to- time in order to facilitate unbundling of parking. Developer shall require in all tenant leases it executes as landlord that each tenant charge its employees for parking and that all subleases contain this same provision. E. Marketing. Developer shall periodically promote ridesharing through newsletters or other communications to tenants, both residential and commercial. Furthermore, Developer shall hold at least one rideshare event annually for residential tenants and commercial employees of the Project, which may be provided in conjunction with the contemplated TMA. F. On -Site Transportation Coordinator. Developer shall designate an on -site Transportation Coordinator to be responsible for implementing, maintaining and monitoring the TDM Plan. Once at least 50% of the residential units are occupied, the Transportation Coordinator must be at the Project a minimum of fifteen hours per week. The Transportation Coordinator's contact information shall be provided to the City and updated as necessary. The Transportation Coordinator shall be responsible for promoting the TDM Plan to employees and residents, updating information boardsiwebsites, offering carpool and vanpool matching services and assisting with route planning and will be the point of contact for administration of the annual survey and TDM Plan report required by this Agreement, in addition to any other services the 2 Transportation Coordinator may perform at the Project for Developer. II. Measures Applicable to Project's Commercial Component Only A. AVR Requirements. For employees of the commercial tenants, Developer shall achieve an average vehicle ridership ( "AVR") of 1.75 by the third year after the City's issuance of a certificate of occupancy for the Project and the 1.75 AVR shall continue to be achieved and maintained thereafter. SMMC Chapter 9.16 shall govern how the AVR is calculated. Failure to achieve the AVR standard as provided in this Section will not constitute a Default within the meaning of the Agreement so long as Developer is working cooperatively with the City and taking all feasible steps to achieve compliance. The term "feasible" shall have the meaning given that term in Section 21061.1 of the California Public Resources Code. Developer will determine its AVR through employee surveys for one consecutive week each calendar year beginning the first year the commercial component is at least 50% occupied. For purposes of determining AVR, the survey must be conducted and AVR calculated in accordance with SMMC 9.16.070: "The survey must be taken over five consecutive days during which the majority of employees are scheduled to arrive at or leave the worksite. The days chosen cannot contain a holiday and cannot occur during 'Rideshare Week' or other 'event' weeks (i.e., Bicycle Week, Walk to Work Week, Transit Week, etc.). This survey must have a minimum response rate of seventy -five percent of employees who report to or leave work between six a.m. and ten a.m., inclusive, and seventy -five percent of employees who report to or leave work between three p.m. and seven p.m., inclusive. Employers that achieve a ninety percent or better survey response rate for the a.m. or p.m. window may count the 'no- survey responses' as 'other' when calculating their AVR ... 3 'The procedure for calculating AVR at a worksite shall be as follows: "(A) The AVR calculation shall be based on data obtained from an employee survey as defined in [SMMC Section 9.16.070(d)(2)l. °(13) AVR shall be calculated by dividing the number of employees who report to or leave the worksite by the number of vehicles arriving at or leaving the worksite during the peak periods. All employees who report to or leave the worksite that are not accounted for by the employee survey shall be calculated as one employee per vehicle arriving at or leaving the worksite. Employees walking, bicycling, telecommuting, using public transit, arriving at the worksite in a zero - emission vehicle, or on their day off under a recognized compressed work week schedule shall be counted as employees arriving at or leaving the worksite without vehicles. Motorcycles shall be counted as vehicles. "(C) A child or student may be calculated in the AVR as an additional passenger in the carpool /vanpool if the child or student travels in the car /van to a worksite or school /childcare facility for the majority (at least fifty -one percent) of the total commute. "(D) If two or more employees from different employers commute in the same vehicle, each employer must account for a proportional share of the vehicle consistent with the number of employees that employer has in the vehicle. "(E) Any employee dropped off at a worksite shall count as arriving in a carpool only if the driver of the carpool is continuing on to his /her worksite. "(F) Any employee telecommuting at home, off -site, or at a telecommuting center for a full work day, eliminating the trip to work or 0 reducing the total travel distance by at least fifty -one percent shall be calculated as if the employee arrived at the worksite in no vehicle. "(G) Zero emission vehicles (electric vehicles) shall be calculated as zero vehicles arriving at the worksite." Furthermore, the definition of AVR contained in SMMC Section 9.16.030, as written on the Effective Date, shall govern how AVR is calculated. That definition reads as follows: "The total number of employees who report to or leave the worksite or another job - related activity during the peak periods divided by the number of vehicles driven by these employees over that five -day period. The AVR calculation requires that the five -day period must represent the five days during which the majority of employees are scheduled to arrive at the worksite. The hours and days chosen must be consecutive. The averaging period cannot contain a holiday and shall represent a normal situation so that a projection of the average vehicle ridership during the year. is obtained." B. Transportation Demand Management Association. The property owner and building tenants shall be required to participate in the establishment of a geographic based Transportation Demand Management Association ( "TMA') that may be defined by the City. TMAs provide employees, businesses, and visitors of an area with resources to increase the amount of trips taken by transit, walking, bicycling and carpooling. If the City adopts a requirement that a TMA be formed for this geographic area, Developer shall attend organizational meetings and provide traffic demand data to the TMA. Developer shall require in all leases it executes as landlord for space within the Project that building tenants be required to participate in the TMA and that all subleases contain this same provision. C. Employee Carpool Program. Developer shall provide preferential parking within the parking garage for Project employees who carpool to work. The charge for such parking spaces will be at a reduced rate. 5 D. Transit Subsidy in Lieu of Parking. Developer shall require in all tenant leases it executes as landlord that each tenant offer its employees who do not purchase monthly automobile parking in the Project a month -long Metro EZ Transit Pass (or equivalent multi- agency monthly transit pass) for at least one month at no cost and at a 50% discount thereafter, with such passes provided on -site. Developer, or Developer's successor in interest, shall be responsible for ensuring this obligation is satisfied. E. Secure Bicycle Storage. As shown on the Project Plans, Developer shall provide secure long -term bicycle storage for commercial employees on the upper level of the subterranean parking garage. This shall have a capacity for a minimum of two bicycles. For the purpose of this requirement, secure bicycle parking shall mean bicycle lockers, an attended cage, or a secure parking area. Commercial employee secure bicycle storage shall be provided separately from the secure bicycle storage for residents and shall be located as conveniently as possible, preferably near the elevator. F. Employee Shower and Locker Facility. A minimum of one unisex shower and locker facility shall be provided for employees of commercial uses on site who bicycle or use another active means, powered by human propulsion, of getting to work or who exercise during the work day. G. Employee Flex -Time Schedule. The Developer shall require in all leases it executes as landlord for space within the Project that, when commercially feasible, employers shall permit employees within the Project to adjust their work hours in order to accommodate public transit schedules, rideshare arrangements, or off -peak hour commuting. Developer shall also require that all subleases contain this same provision. H. Employee Guaranteed Return Trip. The Developer shall require in all leases it executes as landlord for space within the Project that tenants provide employees who rideshare (this includes transit riders, vanpoolers, walkers, carpool), with a return trip to their point of commute origin at no additional cost to the employee, when a personal emergency situation requires it. Developer, or Developer's successor in interest, shall be responsible for ensuring this obligation is satisfied. G III. Measures Applicable to Project's Residential Component Only A. Transit Welcome Package for Residents. The Developer shall provide new residents of the residential component of the Project site with a Resident Transit Welcome Package ( "RTWP "). One RTWP shall be provided to each unit upon the commencement of a new tenancy. The RTWP will include information about the on -site bicycle parking and storage facilities, local markets, restaurants, other convenient services, parks, movie theaters and other nearby recreational facilities. The RTWP will also inform residents about how to access the Transit Information Center discussed in Section 2.7(a)(1)(A) above. A copy of the RTWP shall be submitted with the Developer's annual compliance report required by Section 10.2 of this Agreement. B. Transit Subsidy in Lieu of Parking. Developer offer its residential tenants in units for which no one not purchases monthly automobile parking in the Project a month -long Metro EZ Transit Pass (or equivalent multi- agency monthly transit pass) for at least one month for that unit at no cost and at a 50% discount thereafter for that unit for so long as no parking is purchased for such unit, with such passes made available for purchase on -site. Developer, or Developer's successor in interest, shall be responsible for ensuring this obligation is satisfied. The number of monthly transit passes provided or sold each month to Project residents shall be reported in the Developer's annual compliance report required by Section 10.2 of this Agreement. C. Secure Bicycle Storage. As shown on the Project Plans, Developer shall provide convenient and secure bicycle storage in the subterranean parking garage for Project residents. This shall have a capacity for a minimum of 57 bicycles. For the purpose of this requirement, secure bicycle parking shall mean bicycle lockers, an attended cage, or a secure parking area. The location of the residential secure bicycle parking may not be combined with the commercial secure bicycle parking and shall be located as conveniently as possible, preferably near the elevator. D. Marketing and Outreach to Downtown Employers and Employees. Developer shall prepare and implement a marketing and outreach plan, on an ongoing basis, designed to notify Downtown employers and their employees of the 7 Project's residential component for the purpose of encouraging those that work in the Downtown area to consider residing in the Project. IV. Changes to TDM Plan. Subject to approval by the City's Planning Director, the Developer may modify this TDM Plan, provided the TDM Plan, as modified, can be demonstrated as equal or superior in its effectiveness at mitigating the traffic - generating effects of this Project. If, during any annual evaluation of the Project's employee trip reduction plan occurring at least three years after the Project's certificate of occupancy, the proposed AVR is not obtained by the Project, then Developer shall propose modifications to the TDM Plan 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 Plan. 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. V. New TDM Ordinance. If the City adopts a new ordinance of general application that updates or replaces Chapter 9.16 of the SMMC and that applies to the geographic area in which the Property is located, then, subject to the Planning Director's approval in his or her sole and absolute discretion, Developer may elect to comply with the New TDM Ordinance in lieu of complying with the TDM Plan outlined in this Agreement. 3. Light Rail Infrastructure Contribution. On or before issuance of a building permit for the Project, Developer shall make a $50,000 light rail infrastructure contribution to the City to be specifically used in the Downtown area. This fee shall be reimbursed to Developer should Developer not proceed with development of the Project. 4. LEEDO Certification Requirement. Developer shall design and construct the Project to achieve a LEEDO certification as established by the LEEDO Rating System ( "LEEDO Certification Requirement "), or a demonstrated equivalent sustainable design status. 5. EV Conduit. A minimum number of 208/240 V 40 amp, grounded AC outlets equal to 10 percent of the total number of parking spaces; or, panel capacity and conduit for future installation of electrical outlets designed to allow the simultaneous charging of a minimum number of 208/240 V 40amp, grounded AC outlets equal to 10 percent of the total number of parking spaces, shall be located in the parking area. F 6. Shared Parking. In furtherance of the LUCE's shared parking policies: (1) The Project shall be subject to a shared parking program whereby commercial visitors and residential guests shall have access to and utilize the same parking spaces. (2) Consistent with providing sufficient on -site parking for building users, the Developer may make any unused on -site parking available for monthly lease at market rates to third parties in the surrounding area in need of parking. Prior to making any unused on -site parking available to third parties, Developer shall obtain a written report by a traffic and parking engineering firm that demonstrates that the proposed parking spaces to be leased to third parties are not needed to meet the Project's peak parking demand and shall submit that report to the City for review and approval by the Planning Director. Alternatively, Developer may seek City approval for shared parking in accordance with any City procedure in effect at the time Developer requests approval for a shared parking arrangement. 7. Project Design. As a result of this Agreement, there are enhanced elements of the Project design, including enhanced walkway and courtyard areas as shown on the Project Plans and other pedestrian - oriented design elements of the Project. The public use of that certain area designated on the Project Plans as "Public Use Area" shall be: (i) consistent with the terms and conditions of this Agreement; (ii) solely for pedestrian access to and passive use of the Public Use Area 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 Public Use Area by the public shall be permitted on the Public Use Area. Between the hours of 10:00 p.m. and 8:00 a.m., Developer may limit public access to the Public Use Area. 8. Floor area devoted to any individual restaurant use shall not exceed 2,500 square feet in size. Administrative Conditions 9. 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. E Conformance with Approved Plans 10. This approval is for those plans dated 09/08/11, 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. 11. 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. 12. 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 13. 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. 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. 14. 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.. Cultural Resources 15. No demolition of buildings or structures built 40 years of age or older shall be permitted until the end of a 60 -day review period by the Landmarks Commission to determine whether an application for landmark designation shall be filed. If an application for landmark designation is filed, no demolition shall be approved until a final determination is made by the Landmarks Commission on the application. 16. If any archaeological remains are uncovered during excavation or construction, work in the affected area shall be suspended and a 10 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. Project Operations 17. 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. 18. The project shall at all times comply with the provisions of the Noise Ordinance (SMMC Chapter 4.12). Final Design 19. Plans for final design, landscaping, screening, trash enclosures, and signage shall be subject to review and approval by the Architectural Review Board. 20. 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. 21. 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. 22. 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. 11 23. As appropriate, the Architectural Review Board shall require the use of anti - graffiti materials on surfaces likely to attract graffiti. 24. The Architectural Review Board, in its review, shall pay particular attention to the outdoor courtyard, the outdoor dining areas, and landscaping including along the alley, to ensure the pedestrian orientation of the ground floor. 25. The Architectural Review Board, in its review, shall pay particular attention to the roof line, fenestration, Trespa panel configuration, quality of sun shades and other canopy projections, color palette, and other architectural details to ensure a congruous and quality overall building design. Construction Plan Requirements 26. 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 Requirements 27. 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. 28. 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. Construction Period 29. 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. 30. 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 12 certification that all trucks leaving the site are covered in accordance with this condition of approval. 31. 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: 32. 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. 33. 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. 34. All material transported on and off -site shall be securely covered to prevent excessive amounts of dust. 35. Soils stockpiles shall be covered. 36. Onsite vehicle speeds shall be limited to 15 mph. 37. 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. 38. An appointed construction relations officer shall act as a community liaison concerning onsite construction activity including resolution of issues related to PM 10 generation. 39. 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 adjacent public paved roads (recommend water sweepers with reclaimed water). 40. All active portions the construction site shall be sufficiently watered three times a day to prevent excessive amounts of dust. 41. 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 13 Wilshire Boulevard, Lincoln Boulevard, Santa Monica Boulevard, and 6r" Street at least five (5) days prior to the start of construction. 42. 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. 43. 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. 44. 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 on 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. Standard Conditions 45. 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 may be used when the mechanical equipment is installed within a sound -rated parapet enclosure. 46. 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. 47. 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. 48. The property owner shall insure any graffiti on the site is promptly removed through compliance with the City's graffiti removal program. 14 Open Space Management 49. 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 50. 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. General Conditions 51. 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) These fees shall be reimbursed to developer in accordance with the City's standard practice should Developer not proceed with development of the Project. 52. 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. 53. 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. 15 54. 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. 55. 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, 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. 56. 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. 57. 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 surrey 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 58. 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. 59. 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. 60. 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: 16 http:// www .waterboards.ca.gov /losangeles/ and search for Order # R4- 2003 -0111. 61. 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. 62. 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 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. 63. 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. 64. All existing sanitary sewer "house connections" to be abandoned, shall be removed and capped at the "Y" connections. 65. 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. 66. 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, a cross- connection inspection shall be completed. 17 67. 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. 68. 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 69. 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 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 f. 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. 18 Public Streets & Right -of -Way 70. Prior to the issuance of a Certificate of Occupancy for the Project, streetscape for the Arizona Avenue and 7th Street 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. 71. Unless otherwise approved by the PWD, all sidewalks shall be kept clear and passable during the grading and construction phase of the project. 72. 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 of the PWD. 73. [Reserved] 74. [Reserved] Utilities 75. Prior to the issuance of a Certificate of Occupancy for the Project, 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. 76. Participate in conversion of existing street light system with high voltage series circuit to multiple circuit system on Arizona Avenue between 7th Street and Lincoln Boulevard and on 7th Street between Arizona Avenue and Santa Monica Boulevard. Developer shall be responsible for only a portion of design and construction costs proportionate to development frontage on Arizona Avenue and 7th Street. 77. 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. 78. 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. 19 Resource Recovery and Recycling 79. 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 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. 80. 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 81. 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; 20 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; j. 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 a construction - 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 Quality 82. 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 403 Handbook: 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. ii. 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 21 with written certification that all trucks leaving the site are covered in accordance with this condition of approval. 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 PWD. iv. 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 areas in the later morning and after work is completed for the day and whenever wind exceeds 15 miles per hour. V. Soil stockpiled for more than two days shall be covered, kept moist, or treated with soil binders to prevent dust generation. 83. Construction equipment used on the site shall meet the following conditions in order to minimize NOx and ROC emissions: Diesel- powered equipment such as booster pumps or generators should be replaced by electric equipment to the extent feasible; and ii. The operation of heavy -duty construction equipment shall be limited to no more than 5 pieces of equipment at one time. Noise Attenuation 84. All diesel equipment shall be operated with closed engine doors and shall be equipped with factory- recommended mufflers. 85. Electrical power shall be used to run air compressors and similar power tools. 86. 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: 87. 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. 22 88. If artist studios are provided on the ground floor, Developer shall market and outreach to the local art community of the availability of the project's artist studio component. 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 Department Requirements 89. A fire 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. 90. 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. 91. 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. 92. 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. 93. 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. 94. Buildings four or more stories in height shall be provided with not less than one standpipe during construction. 23 95. 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. 96. Provide Multipurpose Dry Chemical type fire extinguishers with a minimum rating of 2A- 10B: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. 97. 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. 98. 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 (I) (1) 99. 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. 100. 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. 101. Show ALL door hardware intended for installation on Exit doors. 102. 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 24 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) 103. Stairway Identification shall be in compliance with CBC 1022.8 104. Floor -level exit signs are required in Group A, E, I, R -1, R -2 and R -4 occupancies. 105. In buildings two stories in height at least one elevator shall conform to the California Building Code Chapter 30 section 3003.5a 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. 106. 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. 107. 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 108. An approved fire alarm system shall be installed as follows: 109. 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. 25 110. Group E Occupancies having occupant loads of 50 or more shall be provided with an approved manual fire alarm system. 111. 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. 112. Plans and specifications for fire alarm systems shall be submitted and approved prior to system installation Santa Monica Fire Department - Fire Prevention Policy Number 5 -1 Subject: Fire Apparatus Access Road Requirements Scope: This policy identifies the minimum standards for apparatus access roads required by California Fire Code, Section 503. Application 113. 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 turn 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. 114. Gates installed on fire apparatus access roads shall comply with the following: 26 a. The width of any gate installed on a fire apparatus access road shall be a minimum of 20 feet. b. Gates may be 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. 115. 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: Fire Apparatus access roads 20 to 26 feet wide must be posted on both sides as a fire lane. ii. Fire Apparatus access roads 26 to 32 feet wide must be posted on one side as a fire lane. 116. 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. 117. Fire apparatus access roads for commercial and industrial development shall comply with the following: 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. ii. Buildings or facilities having a gross floor area of more than 62,000 square feet shall be provided with 2 fire apparatus access roads. iii. 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 27 maximum overall diagonal dimension of the property or area to be accessed measured in a straight line between access. 118. Aerial apparatus access roads shall comply with the following: i. 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. ii. 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. iii. 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. y 20' 96• -> 26' 28' R ' TYP, 20'- z6'-T 96• DIAMETER 60' °Y' MINIMUM CLEARANCE CUL -DE -SAC AROUND A FIRE HYDRANT 60' N 0 TYF . r-26, '_J 28' R P.' 20'-� –> TY -a 20' 120' HAMMERHEAD ACCEPTABLE ALTERNATIVE TO 120' HAMMERHEAD 119. California Buildinq 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 a High -Rise as any structure greater then 55 feet.) • Number of stories • Detail increase in allowable height • 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. .o a. Automatic sprinkler system. b. Smoke - detection systems. c. Smoke control system conforming to Chapter 9 section 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) f. {omitted} g. Elevators. h. Standby power and light and emergency systems. i. Exits j. Seismic consideration. 29 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. 97 • Standby power shall be provided for the atrium and tenant space smoke - control system. Sections 404.7 and 909.11. • 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 Angeles County 120. 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: 1. 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 31 II. RESPONSIBILITY A. Land Development Unit 1. The Department'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 1. 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 of page is blank} 32 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) 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. 33 Public Fire Flow Duration Hydrant of Flow Spacing 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. 33 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. Single family dwellings - Fire Zone 3 (Less than 5,000 square feet) Duration Public Fire Flow of Flow Hydrant Spacing 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. Single family dwellings — VHFHSZ (Less than 5.000 square feet) 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 34 A Duration Fire Flow of Flow c. Two family dwellings — VHFHSZ (Less than 5,000 square feet) Duplexes 2. Mobile Home Park a. Recreation Buildings b. Mobile Home Park 1,500 GPM Refer to Table building size. 1,250 GPM 2 hrs Public Hydrant Spacing 600 ft. 1 for fire flow according to 2 hrs 600 ft. 3. Multiple residential, apartments, single family residences (greater than 5,000 square feet), private schools, hotels, high rise, commercial, industrial, etc. (R -1, E, B, A, I, H, F, M, S) (see Table 1). 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): 35 No portion of lot frontage should be more than 450' via vehicular access from a public hydrant. (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 36 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: (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 apartment or condo complex, etc.). (6) Accessibility to existing hydrants (7) Possibility of the existing street having a raised median center divider in the near future. D. On -Site Hydrant Requirements 1. 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. 37 (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. 2. 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 a shut -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 to E. of the stem and threads, prior to flow test and acceptance of the system. 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. Public Hydrant Flow Procedure The minimum acceptable flow from any existing 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 simultaneously Three hydrants simultaneously 1,250 GPM and below 1,251— 3,500 GPM flowing 3,501— 5,000 39 GPM flowing F. Hydrant Upgrade Policy 1. Existing 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 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. 1. 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 Ci17 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 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 10 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). 41 Barricade /Clearance Details 3' MIN. Figure 1 Figure 2 CONCRETE CAP 6 BARRICADE POST CONCRETE FILLED MIN, 4" DIA. SCHEDULE 40 STEEL. SEE NOTE Ili CONCRETE 4' MIN. 1$ ZICCA6 1) ° 2 W"L, OUTLETS N ANT i i 1 I I , 36" `` ! O\ / \ w a PLAN FIRE HYDRANT BARRICADES (TYPICAL) 42 zi0� 6 "x4 HYC Figure 3 Notes: 0 0 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 beset not less than three feet deep in a concrete footing of not less than 15 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. 7. 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. 43 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: 1. 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 1. 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. 44 TABLE 1 * BUILDING SIZE (First floor area) Fire Flow *(1) (2) Duration Hydrant Spacing 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 the jurisdictional 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, LE Type III one -hour, Type III -N, Type IV, Type IV one hour, and Type V one -hour. This 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. Exhibit "E" Zoning Ordinance On file with the City Clerk Exhibit "F" Santa Monica Sign Code On file with the City Clerk Exhibit "G" Construction Mitigation Plan (within Exhibit "D ") Exhibit "H" Assignment and Assumption Agreement Recording Requested By and When Recorded Mail To: Harding Larmore Kutcher & Kozal, LLP 1250 6 Street, Suite 200 Santa Monica, CA 90401 Attn: Kenneth L. Kutcher ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is made and entered into by and between SEVENTH AND ARIZONA, 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. Assignment. 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. 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 this Agreement 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. ►6C SEVENTH AND ARIZONA, LLC, a California limited liability company "ASSIGNEE" 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 In Planning Director EXHIBIT "I" LOCAL HIRING PROGRAM Local Hiring Policy For Construction. 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) by ensuring Targeted Job Applicants are aware of Project construction employment opportunities and have a fair opportunity to apply and compete for such jobs. 2. Findings. a. Approximately 73,000- 74,000 individuals work in the City. The City has a resident labor force of approximately 56,800. However, only about one - third (32.2 percent) of the City's resident labor force works at jobs located in the City, with the balance working outside of the City. Consequently, a significant portion of the City's resident and non - resident work force is required to commute long distances to find work, causing increased traffic on state highways, increased pollution, increased use of gas and other fuels and other serious environmental impacts. b. Due to their employment outside of the City, many residents of the City are forced to leave for work very early in the morning and return late in the evening, often leaving children and teenagers alone and unsupervised during the hours between school and the parent return from work outside the area. c. Absentee parents and unsupervised youth can result in increased problems for families, communities and the City as a whole, including, but not limited to, increased crime, more frequent and serious injuries, poor homework accomplishments, failing grades and increased high school dropout rates. d. Of the approximately 45,000 households in the City, thirty percent are defined as low- income households or lower, with eleven percent of these households defined as extremely low income and eight percent very low income. Approximately 10.5% of the City's residents are unemployed. e. By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Project Construction jobs, this local hiring policy will facilitate job opportunities to City residents which would expand the City's employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area. 3. 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. "Contractor" means a prime contractor, a sub - 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. "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. On -Site Jobs shall not include jobs at the Project site which will be performed by the Contractor's established work crew who have not been hired specifically to work at the Project site. 4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit "I," 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; b. Second Priority: Low Income Individuals living in census tracts throughout the City for which 51 % or more of the households have an income that is no greater than 80% 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. Coverage. 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. 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. In addition, Developer shall provide telephonic or email notice to two community based organizations to be jointly selected by the Developer and the City. At least thirty days prior to the commencement of construction, Developer's general contractor shall meet with the head of each organization to discuss the types of construction jobs available at the Project site. 7. Hiring. Developer and its contractor(s) shall consider in good faith all applications submitted by Targeted Job Applicants for On -Site Jobs in accordance with their normal practice to hire the most qualified candidate for each position and shall make a good faith effort to hire Targeted Job Applicants when most qualified or equally qualified as other applicants. 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. Contractors are not precluded from advertising regionally or nationally for employees in addition to its local outreach efforts. 8. 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. ATTACHMENT D Public Notification 31 NOTICE OF A PUBLIC HEARING BEFORE THE SANTA MONICA CITY COUNCIL SUBJECT: 11DEV008 (Development Agreement 11 -008) 13177 th Street APPLICANT: David Forbes Hibbert, AIA PROPERTY OWNER: Seventh and Arizona, LLC A public hearing will be held by the City Council to consider the following request: The property owner is seeking a Development Agreement with the City to construct a new five -story mixed -use building with fifty -seven (57) residential rental units, approximately 2,929 square feet of neighborhood- serving commercial space, and 83 subterranean parking spaces. DATE/TIME: TUESDAY, OCTOBER 25, 2011, AT 6:45 p.m. LOCATION: City Council Chambers, Second Floor, Santa Monica City Hall 1685 Main Street, Santa Monica, California HOW TO COMMENT The City of Santa Monica encourages public comment. You may comment at the City Council public hearing, or by writing a letter. Written information will be given to the City Council at the meeting. Address your letters to: City Clerk Re: 11DEV008 (1317 7th Street) 1685 Main Street, Room 102 Santa Monica, CA 90401 MORE INFORMATION If you want more information about this project or wish to review the project file, please contact Tony Kim at (310) 458 -8341, or by e-mail at tony.kim @smgov.net. The Zoning Ordinance is available at the Planning Counter during business hours and on the City's web site at www.santa - monica.orq. The meeting facility is wheelchair accessible. For disability - related accommodations, please contact (310) 458 -8341 or (310) 458 -8696 TTY at least 72 hours in advance. All written materials are available in alternate format upon request. Santa Monica Big Blue Bus Lines numbered 1, 2, 3, 4, 5, 7, 8, 9, and the Tide Ride serve City Hall. Pursuant to California Government Code Section 65009(b), if this matter is subsequently challenged in Court, the challenge may be limited to only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the City of Santa Monica at, or prior to, the public hearing. ESPANOL Esto es una noticia de una audiencia p6blica pare reviser applicaci6nes proponiendo desarrollo en Santa Monica. Si deseas mas informaci6n, favor de Ilamar a Carmen Gutierrez en la Divisi6n de Planificaci6n al nOmero (310) 458 -8341. APPROVED AS TO FORM: Amanda Schachter Planning Manager F:\CityP [an ning \Share \COUNCIL \NOTICES\2011 \11 DEV008 (1317 7th) ATTACHMENT E Parking Demand Analysis — August 16, 2011 Electronic version of attachment is not available for review. Document is available for review at the City Clerk's office and the Libraries. 33 MEMORANDUM To: Michael Sorochinsky Date: August 16, 2011 SeventhandArizona, LLC Engineers &Planners LLG Ref. 1 -11- 3903 -1 Traffic From: David S. Shettdet', P.E. Transportation Linscott, Law & Greenspan, Engineers Parking Subject: Parking Demand Analysis for the Seventh and Arizona Projects Limmott, Law &. Greenspan, Engineers 236 N. Chester Avenue This parking demand analysis has been prepared for the two mixed -use projects Suite 201] proposed at the intersection of Seventh Street and Arizona Avenue in the City of Pasadena, CA 91166 Santa Monica. Specifically, the two projects are located at 702 Arizona Avenue and 626.796,2322 t 1317 Seventh Street. While this memorandum provides the parking demand analysis 626.792.0941 r for both projects, the development sites are considered to be separate for entitlement wwrv.iigengineers.com purposes, and will be developed with independent and self - sufficient parking supplies. Pasadena Costa Mesa San Diego Las Vegas Project Description The development description for the 702 Arizona Avenue and 1317 Seventh Street sites is provided below: 702 Arizona • Studio rental units: 6 • 1- bedroom rental units: 43 • Ground floor commercial: 6,276 s.f. (2,500 s.f, could be restaurant; balance is assumed to be office /retail) 1317 Seventh Street • Studio rental units: 16 • 1- bedroom rental units: 28 • 2- bedroom rental units: 13 • Ground floor commercial: 2,424 s.f. (assumed to be office /service) O- UOe_FILe13903 \Updated Parking Study (09.1 (,.I l),doc Michael Sorochinsky August 16, 2011 Page 2 Existing City Parking Requirements Section 9.01.10.08.040 of the Santa Monica Municipal Code provides the parking requirements for development projects. Specific rates from the Code section applicable to the 702 Arizona Avenue and 1317 Seventh Street development projects are listed below: • Studio rental: • 1- bedroom rental: • 2- bedroom rental: • Office: • Retail general /sere • Restaurant: 1 spaces per unit + 1 space /5 units for guest parking 1.5 spaces per unit + 1 space /5 units for guest parking 2 spaces per unit + 1 space /5 units for guest parking 1 space per 300 s.f. of building floor area ,ice:1 space per 300 s.f. of building floor area 1 space per 300 s.f. of building floor area (C3 zone 2,500 square feet or less) Based on the current development program for the two sites, the parking requirements per the Municipal Code would be as follows: Table 1 702 Arizona Code Parking Calculation Use Size Rate Required Parkin Studio units 6 units 1 space /unit (resident) 6 1- bedroom units 43 units 1.5 spaces /unit (resident) 65 Residential guests 49 units 1 space /5 units (guests) 10 Restaurant 2,500 s.f. 1 space /300 s.f. 8 Office /retail 3,776 s.f. 1 space /300 s.f. 13 Total Code Parking Spaces 102 O:OOU_PIL03903 ftdnmd Pnrking S1n03, (03.1611) dcc Michael Sorochinsky August 16, 2011 Page 3 Table 2 1317 Seventh Code Parking Calculation Use Size Rate Required Parkin Studio units 16 units 1 space /unit(resident) 16 1- bedroom units 28 units 1.5 spaces /unit (resident) 42 2- bedroom units 13 units 2 spaces /unit (resident) 26 Residential guests 57 units 1 space /5 units (guests) 11 Office /retail 2,424 s.f. 1 space /300 s.f. 8 Total Code Parking Spaces 103 As shown above in Table 1, the calculated Code parking requirement for the 702 Arizona Avenue project is 102 spaces. Similarly, Table 2 shows that the calculated Code parking requirement for 1317 Seventh Street is 103 spaces. It has been observed that the City Code parking requirements overstate the actual parking demand generated by residential units. Further, providing excess parking does not encourage use of alternative modes of transportation such as transit, walking and bicycling. Thus, this parking analysis has been prepared to examine the appropriate parking supply for the 702 Arizona and 1317 Seventh Street projects. Parking Utilization at Existing Residential Projects Market Rate Residential Parking utilization was observed at 10 existing market rate multi - family residential projects located within close proximity of the 702 Arizona Avenue and 1317 Seventh Street projects in Downtown Santa Monica. The sites selected for analysis are appropriate for study based on: • Generally similar number of market -rate residential units as the proposed projects; • Provision for ground floor commercial uses; and 03d00 FILEU903AJ dwd Parking Stady(03,16,11)&a - Michael Sorochinsky August 16, 2011 Page 4 • Proximity to the survey sites to the proposed projects, which includes the potential for parking demand to be influenced by factors unique to Downtown Santa Monica such as adjacency of public transit facilities; availability of residential, commercial and residential uses within walking distance; proximity to an extensive bicycle network, etc. The 10 market rate residential project sites evaluated are illustrated in Figure 1 and are summarized below: 1. Amalfi —1519 Sixth Street 0 48 units 0 2,008 square feet of ground floor commercial area 2. Anacapa— 1531 Sixth Street 0 48 units 0 2,360 square feet of ground floor commercial area 3. Biella -1411 Seventh Street 0 59 units 0 1,938 square feet of ground floor commercial area 4. Capri -1445 Sixth Street 0 48 units 0 1,934 square feet of ground floor commercial area 5. Livorno — 1540 Sixth Street 0 48 units 0 2,279 square feet of ground floor commercial area 6. Positano — 606 Broadway 0 50 units 0 6,242 square feet of ground floor commercial area 7. Revello —1234 Sixth Street 0 48 units 0 2,078 square feet of ground floor commercial area 8. San Remo — 1530 Seventh Street 0 48 units 0 2,405 square feet of ground floor commercial area 0 UOn_hlLGV9o3 \Dpdmt d rnrkh,y study (os, 161 )An Michael Sorochinsky August 16, 2011 Page 5 9. Sorrento— 620 Santa Monica Boulevard 0 46 units 0 5,178 square feet of ground floor commercial area 10. Venezia — 1535 Sixth Street 0 48 units 0 1,550 square feet of ground floor commercial area According to the management company (Dustin Storey at Alliance Residential Company) for these properties, there is no formal Transportation Demand Management program currently in effect at these sites. Further, there is no parking unbundling option for tenants. On -site parking utilization at each of the market rate residential project sites was counted on an hourly basis during daytime hours (12:00 PM Noon to 2:00 PM) and evening hours (10:00 PM to 12:00 AM Midnight) on a weekday (Wednesday, May 18, 2011) and weekend day (Saturday, May 21, 2011). The hours and days for the parking utilization counts were selected for purposes of collecting parking utilization data to document: 1) both weekday and weekend conditions; 2) daytime parking conditions when the ground floor commercial uses would generate its peak demand; and 3) evening parking conditions when the residential units would generate its highest parking demand. The parking utilization counts are summarized in Table 3. As shown in Table 3, a peals parking demand of 616 spaces (57.5% utilization of the 1,072 total spaces) for the 10 sites combined was observed to occur at 12:00 AM midnight during the weekday. The weekend peak parking demand is slightly lower with 552 spaces (51.5% utilization of the 1,072 total spaces) observed to be occupied at 12:00 AM midnight. In general, the late evening time period has the highest parking demand when most, if not all of the project residents would be expected to be at their units (and their related vehicles parked on- site). It is noted that at nearly all of the properties, there is no specific designation of commercial or residential spaces. Thus, it cannot be specifically discerned as to the extent the commercial or the residential component contributed to the parking surplus. However, given the surplus throughout the day, it can be concluded that both components contributed to the parking surpluses at the existing sites. At the time of the parking utilization observations, property management indicated that there were some vacant units at the projects surveyed. However, the representative stated that this is indicative of the transient environment found at multi - family residential projects and that it was typical to have one or more units vacant on a recurring basis. 0 VOB_PILM3903111,611d Parking Slade (08.1611) dos Michael Sorochinsky August 16, 2011 Page 6 With the parking utilization data available for the 10 existing market rate multi- family residential sites, a useful comparison is the actual peals parking demand to the number of parking spaces that would otherwise be required by the Santa Monica Municipal Code. Based on Section 9.01.10.08.040 of the Santa Monica Municipal Code, the Code parking requirements for the individual project sites are calculated. As shown in Table 4, the calculated Code parking requirement for the 10 existing market -rate sites range between 102 spaces for the Biella site (1411 7t" Street) to 114 spaces for the Positano site (606 Broadway). In comparing the Code calculated parking (see the column in Table 4 with the "[3]" note) to the observed peak demand (column with the "[6]" note), it is clear that the Code parking requirements substantially overstate the actual amount of parking needed to support a market -rate multi- family residential project (with ground floor commercial space) in Downtown Santa Monica. Recommendations The 702 Arizona Avenue and 1317 Seventh Street projects will be located in the downtown area of Santa Monica. Features of the project to reduce parking demand are as follows: • Proximity (i.e., walking distance) to employment, shopping, entertainment and recreational activities; • Adjacent and convenient public transportation services; • Nearby bicycle route network; and • Retail uses provided on the ground floor to offer convenience services to project residents, as well as to nearby existing residential and commercial properties. Based on these features, and the parking data collected at the existing market rate residential projects described herein, the following parking ratios are recommended for the components in the 702 Arizona and 1317 Seventh projects: Market Rate Residential. For the market rate residential component, it is recommended that the projects provide one parking space for each Studio and 1- Bedroom unit, and 1.5 parking spaces for each 2- Bedroom unit. In combination with the evening guest parking provided (at one space for each five units), the Studio and 1- Bedroom units would provide an effective parking supply of 1.2 spaces per unit while the 2- Bedroom units would provide an effective 1.7 spaces per unit. I As detailed in a later section, the recommended daytime guest parking supply is one space per 10 units. In the evenings, additional parking will be available for guests through the use of parking allocated in the daytime for the commercial uses, resulting in the effective evening supply of one guest space for every 5 units. ONOa 16JI)A., Michael Sorochinsky August 16, 2011 Page 7 • Residential Guest Parkin e. For the market rate residential component, it is recommended that the projects provide one parking space for every 10 units to meet daytime parking demand. Recognized parking references, such as the Shared Parking manual published by the Urban Land Institute, have collected and summarized parking data which documents that daytime parking demand related to residential guest parking spaces is at 20% of the peak evening demand. In the evenings, when parking demand related to the commercial uses is greatly diminished as the ground floor retail uses are likely to be closed (or at low levels of patronage), additional parking will become available for residential guests. The unused commercial parking spaces, plus the recommmended "dedicated" guest parking spaces (1 space /10 units) will effectively provide the one parking space for every five residential units, which is consistent with the City requirement. • Ground Floor Commercial (Retail /Restaurant/Office). As discussed previously herein, it is expected that patrons to the ground floor commercial uses will consist of residents of the project, as well as persons who live and work nearby in Downtown Santa Monica. Further, employees of the ground floor commercial uses will be able to take advantage of alternative modes of travel to work such as public transit, walking, and bicycling. Therefore, the recommended parking rate for the commercial uses is one parking space for each 500 square feet of building floor area. Table S below has been prepared to summarize the parking allocation for the proposed 702 Arizona Avenue and 1317 Seventh Street projects. 0 '.VOO 6tLM3903ftdated Parkin, Swdy(09, 16.1 )Ac Michael Sorochinsky August 16, 2011 Page 8 Table 5 Recommended Parking Supply Development Santa Monica Recommended Pro ram Code Requirement Supp 1 Use Size Rate Rate Saes S aces 702 Arizona Studio 6 units 1 per unit 6 1 per unit 6 1 BR 43 writs 1.5 per unit 65 1 per unit 43 Guest 49 units 1 per 5 units 10 1 per 10 units* 5 Restaurant 2,500 s.f. 1 per 300 s.f. 8 1 per 500 s.f. 5 Retail /Office 3,776 s.f. I per 300 s.f 13 1 per 500 s.f. 8 Total 102 67 1317 Seventh Studio 16 units 1 per unit 16 1 per unit 16 1 BR 28 units 1.5 per unit 42 1 per unit 28 2 BR 13 units 2 per unit 26 1.5 per unit 20 Guest 57 units 1 per 5 units 11 1 per 10 units* 6 Retail /Office 2,424 s.f i per 300 s.f. 8 1 per 500 s.f. 5 Total 103 75 *The recommended supply of 1 space /10 units of guest parking for residential uses is for daytime conditions when there is a reduced demand for these spaces. The City - required rate of 1 guest space /5 residential units will be available in the evenings through use of the additional parking spaces designated for the commercial uses, which will be open based on limited parking demand generated by the commercial uses in the evening. As shown in Table 5 above, the 702 Arizona Avenue project is recommended to provide 67 parking spaces. Separately, the 1317 Seventh Street project is recommended to provide 75 parking spaces. 0 _VOO .HL2U903W,dalcd Parking Slndy (08.16.11)Anc Michael Sorochinsky August 16, 2011 Page 9 Comparison of Parking Data to Recommended Parking Ratios As previously noted, the 10 market rates project sites surveyed for this parking analysis are highly similar to the 702 Arizona Avenue and 1317 Seventh Street projects in terms of factors which would influence parking demand. These features include the proximity to work and recreational amenities, as well as access to public transportation services and bicycle network facilities. The 10 sites surveyed also contained similar development scale in terms of its residential component and ground floor commercial space which offers services to the project residents and nearby existing residential and commercial properties. Based on these similar features, the parking supply ratios recommended herein for the 702 Arizona Avenue and 1317 Seventh Street projects have been applied to the 10 surveyed sites to determine the resulting parking supplies. The recommended parking supply for each site was calculated based on the total number and type (studio, 1- bedroom, 2- bedroom) of units provided at each of the survey sites, as well as the amount of available commercial floor area. To provide a conservative analysis, separate calculations were made such that the recommended parking ratios were applied to both the total unit count and available commercial floor area for each site, as well as to leased /oeculWed units and leased /occupied commercial floor area at the time of the parking counts. This is conservative since, as previously noted, it is typical in a multi- family development to have a small percentage of vacancies based on the transient nature of rental projects. Table 4 provides the calculated parking supplies at the 10 surveyed sites based on the recommended parking ratios (see column in Table 4 with "[4]" note for total and "[5]" note for leased /occupied). In comparing the observed parking demand to the recommended parking supply (in the conservative calculation based on the occupied residential units and commercial floor area), it is noted that for each site, the recommended parking supply adequately accommodates the peak parking demand counted at the 10 market rate projects. In fact, at nearly all of the sites, a measurable parking surplus is calculated (ranging from a surplus of two spaces to 23 spaces). Therefore, the parking utilization counts conducted at the 10 market rate multi - family residential sites in Downtown Santa Monica confirm that the parking demand ratios recommended for the 702 Arizona Avenue and 1317 Seventh Street projects are appropriate. omou_pIL03903W dated rorkhogSldy(oe.ie.11) doe Michael Sorochinsky August 16, 2011 Page 10 Transportation Demand Management/Unbundling of Parking This parking analysis is highly conservative in that it does not consider the parking reduction effects of an actively managed Transportation Demand Management (TDM) program. As noted before, while the location of the 702 Arizona Avenue and 1317 Seventh Street projects in Downtown Santa Monica will promote travel by means other than the private automobile, it is expected that property will implement specific measures to encourage travel by walking, bicycling and public transit, which will likely yield additional reductions in parking beyond what is forecast herein. In addition, it is our understanding that any excess /unused parking in the project will be "unbundled" and thus, become available for lease by other parties (e.g., located in nearby residential or commercial properties). The unbundling of parking and the opportunity to derive additional revenue from the leasing of unused spaces provides further incentives to limit the parking demand generated by the residential and commercial uses at the 702 Arizona Avenue and 1317 Seventh Street projects. The unbundling of parking concept is supported in the recently adopted Land Use and Circulation Element (LUCE) adopted by the City of Santa Monica. Because the ground -floor commercial component in these projects will be primarily neighborhood- serving goods, services or retail uses, the parking demand for the commercial component may be less than that forecast herein. On -Site Affordable Units In the event affordable housing units are provided on -site, the parking demand for the affordable units would be lower than for the market -rate units, due primarily to the relatively lower rate of vehicle ownership by lower income households. Specifically, any 2- bedroom affordable units would only require one (1.0) parking space per unit (rather than the recommended rate 1.5 parking spaces per unit for a 2- bedroom market -rate unit). Please call with any questions or comments regarding the parking demand analysis prepared for the 702 Arizona Avenue and 1317 Seventh Street projects. W: File O:UOE MLE0903tUpd.,Wd N,km, SWd,(091611j.dnc Table 3 PARKING UTILIZATION SURVEYS [1j SURVEY DATES: WEDNESDAY, MAY 18, 2011 AND SATURDAY, MAY 21, 2011 Existing Market Rate Multi- Family Residential Projects In Downtown Santa Monica oa�an -n [it The parking survey was conducted by The Traffic Solution. [21 parking inventory based on field review conducted by LLG Engineers in May 2011. LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 1-it-3903-1 Seventh and Arizona Parking Study 121 WEEKDAY \ VEDNESDAY 12:00 PIT 1:00 PTT 2:00 PTT 10:00 PTI 11:00 PM 12:00A51 AM PARKING NO. OF OCC. PERCENT occ PERCENT OCC. PERCENT OCC. PERCENT OCC. PERCENT OCC. PERCENT LOCATION SPACES 1. Aala1B -1519 6th Street Total Spaces 104 30 28.80/a 31 29.8% 27 26.0% 64 615% 68 65.4% 68 65.4% 2. Asses,- 15316th Street Total Spaces 104 39 37.5% 40 385% 40 385% 57 54.8% 66 63.5% 70 67.3% 3. Biella - 1411 70h Sheet Total Spaces 101 18 17.8% 22 21.8% 25 24.8% 45 44.6% 47 465% 52 515% 4. Capri - 14456th Street - Total Spaces 104 33 31.7% 32 30.8% 29 279% 47 45.2% 53 5L0% 55 52.9% S. Livorno - 15406th Street Total Spaces 106 49 46.20A 47 44.3% 45 42.5% 58 54.7% 64 60.4% 63 59.4% 6. Positano -606 Broadway Total Spaces 111 23 20.7% 25 225% 29 261% 60 54.1% 58 52.3% 60 541% 7. Revell. - 12346th Street Total Spaces 107 32 29.9% 31 29.0% 29 27.1% 58 54.2% 57 533% 63 589% 8. San Remo - 1530716 Street Total Spaces 105 37 35.2% 40 38.1% 45 42.9% 52 0.0% 53 0.61 53 0.0% 9. S.nvnl.- 620 Santa Tinniea Boulevard Total Spaces 125 42 33.6% 42 316% 42 33.6% 59 47.2% 61 48.8% 66 52.8% 10. Venezia- 153561h Sh'eel Total Spaces 105 23 21 9% 27 253% 27 25.7% 58 55.2% 66 62.9'/0 66 62.91/6 TOTALPARIONG 1,072 326 30.4% 337 31.4% 338 31.5% 558 52.1% 593 55.3% ;616 57.51/, [it The parking survey was conducted by The Traffic Solution. [21 parking inventory based on field review conducted by LLG Engineers in May 2011. LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 1-it-3903-1 Seventh and Arizona Parking Study [21 WEEKEND DAY (SATURDAY) 12:00 PTT 1:00 PTT 2:00 PAT 10:00 PAT I 11:00 PTT 12:00 AM PARKING N0.017 OCC. PEPCP.NT OCC. PERCENT OCC. PERCENT OCC. PEREENTI OCC. PERCENT OCC. PERCRNI' LOCATION SPACES 1. Arrant - 1519 6th Street Total Spaces 104 44 423% 45 43.3% 44 423% 52 50.12N 53 510N 55 529% 2. Anscapa- 1531 6/h Street Total Spaces 104 57 54.8% 56 518% 56 53.8% 58 55.8% 59 56.7% 59 56,7% 3. Biella- 14117th Street Total Spaces 101 44 416% 42 41.6% 42 41.6% 43 42.6% 44 416% 46 455% 4. Capri - 1445611, Street - Total Spaces 104 41 39.4% 42 40.4% 42 40.4% 48 46.2% 52 500% 54 51.9% 5. Liv.mu- 15406th Street Total Spaces 106 51 48.1% 50 47.2% 50 472% 54 50.9'/0 59 55.71% 62 585% 6. Positions - 606 Broadway Total Spaces Ill 47 423% 46 41.4% 45 40.5% 55 49.5% 60 54.1% 62 55.9% 7. Reven.- 12346th Street Total Spaces 107 46 430il. 49 45.8% 50 46.7% 53 49.5% 54 5115% 56 523% 8. San Rem. -1530 701 Street Total Spaces 105 49 46.7% 48 45.7% 49 46.7% 51 48.6% 53 50.5% 55 52.4% 9. Sorrento- 620 Santa Tlonles Bonlevard Total Spaces 125 51 40.8% 52 41.6% 51 40.8% 56 44.8% 60 48.0'/0 62 49.6% 10. Venezia - 15356th Street Total Spaces 105 45 42.9% 43 41.064, 40 38.1% 40 38.1% 38 36.2% 41 39.0% TOTALPARKING 1,072 475 44.3% 473 44.1% 469 43.8% SIR 47.6% 532 49.6% 552 51.5 %." [it The parking survey was conducted by The Traffic Solution. [21 parking inventory based on field review conducted by LLG Engineers in May 2011. LINSCOTT, LAW & GREENSPAN, engineers LLG Ref. 1-it-3903-1 Seventh and Arizona Parking Study Table 4 Parking Summary at Existing Market Rate Multi- Family Residential Projects In Downtown Santa Monica III Site descriptions anJ cuucnt eacancics for Inch community based rot infomtvtion VroviAM b>'die property mamgmvwtRmt. 121 pndang ineatlary condnded by LLG EnBin.rs in May 2011. [3] Baud on the City fSanu. Monies hhnicipnl Coale (Section 9.01.10.08.404)omslrmt parkins, rcgnircmao. TI¢COdc Vmkin6 rota npplinJ to WcloUl individnnl lanJ au componcnLS ate as follows: l.0 spa. for eeery sindio unit LS spaces for awry one - bedroom unit, 2 spaces for eeery (vo hedroom toils, ate msidendal guest sparo lm eeery 5 u.ils, and one space for msry 300 sgwra feet ofcannrtcaul a., men ev, omce, Mail gece.11servi' , restaurwtuse). 141 Thctccommended parking cola applied to the taint residential units mid mlal eommemial sparo am as follows: l.0 space for evcrysmdio or one- bedroom.nit, LS spnms for maryheo- bedroom units, one msidenliai guest space for eeery• 10 units, mW one spew t rm'ery 300 sgvarc (eet o(commeminl Door roes (i.c.,om., wlail 6mmmVsen im, rcs4..act use). 151 The wcanmended µ, king caws nVpli,d to the acupied residential units, and occupied connnemisl spa. ate as follows: 1.0 apes a for aeerysludi0 or ow- bedrwm wit, 1.5 spaces far a, a, kv.- bedroom units, one msidentis[ .as( space for wary 10 units, and one sparo for eeery 50) sgnam fact ofcomunemial floor men (I ,omec, retnd gancaal /smicq mslammdn.). 161 ObuenM pack parking demand for aah site based on the weekday end wccl and pstkin8 miiisn ion count anrmmnzM to Table 1. LINSCOTT, LAW GREENSPAN, engiM&S LLGRef. 1 -11- 3903 -1 Seventh and Admna Parking Study Resideafinl Cron mnad Ill psaki.a Summa —Studio Total (kwpied I bedcoo n 2 bed ns Total 'Total OcauplM Coc. nem st Con and I EusOng Pod ng CMo Punk g Rcgt semcd Reesnn d A Parking.. I Ob,s W Peak Pad: Ig Purl: nB Sonsins Total CtaplM Total Occupied Commmvil, Address Units Units Writs Units Units Units Units .Units Use Sinam Su 1 2 3 'Tatai Wl Qcupied 151 Omnvnd [61 151 6 1. Amara 15196th SL 0 0 II 10 37 3S 48 45 Oliica 2,008 IN 107 76 72 68 4 2. Anscs, 153161, Si, 1 1 12 12 35 34 48 47 Medical Office . 1,510 IM 107 76 74 70 4 omce 850 3. Bidic 1411 7th SL 26 24 18 18 15 15 59 57 Medical Out. 990 101 102 77 75 52 23 Szicn 948 4. Ca pr 14456th SL 0 0 it 11 37 33 48 44 Music School 1,934 104 107 76 69 55 W 5. Liromc 15406th SL 0 0 II 11 37 36 48 47 Olnca 1,226 106 108 76 73 1,4 9 Vacant 1,053 6, Pocit.a 606 Broadway 3 3 28 27 19 19 50 49 Ratmnvd 2,211 111 114 77 68 62 L Vacant 2,500 Wand 11531 Chamber of 7. Reeello 12346th SL 0 0 it 9 37 37 48 46 Ceusn eco, - 2,078 107 108 76 74 63 11 8. San RCmo 15307th St. 0 0 10 10 38 36 48 46 Omca 2,405 105 109 77 74 55 _ 19 9. Sormnlo 620 Santa Monica 0 0 12 11 34 29 46 40 Ratammd 2,500 125 113 78 66 66 0 Bled Office 1,137 Vacant 1,541 10. Vcnczia 15356th SL 0 0 it II 37 33 48 44 Ocoee 1,550 105 106 75 68 66 2 III Site descriptions anJ cuucnt eacancics for Inch community based rot infomtvtion VroviAM b>'die property mamgmvwtRmt. 121 pndang ineatlary condnded by LLG EnBin.rs in May 2011. [3] Baud on the City fSanu. Monies hhnicipnl Coale (Section 9.01.10.08.404)omslrmt parkins, rcgnircmao. TI¢COdc Vmkin6 rota npplinJ to WcloUl individnnl lanJ au componcnLS ate as follows: l.0 spa. for eeery sindio unit LS spaces for awry one - bedroom unit, 2 spaces for eeery (vo hedroom toils, ate msidendal guest sparo lm eeery 5 u.ils, and one space for msry 300 sgwra feet ofcannrtcaul a., men ev, omce, Mail gece.11servi' , restaurwtuse). 141 Thctccommended parking cola applied to the taint residential units mid mlal eommemial sparo am as follows: l.0 space for evcrysmdio or one- bedroom.nit, LS spnms for maryheo- bedroom units, one msidenliai guest space for eeery• 10 units, mW one spew t rm'ery 300 sgvarc (eet o(commeminl Door roes (i.c.,om., wlail 6mmmVsen im, rcs4..act use). 151 The wcanmended µ, king caws nVpli,d to the acupied residential units, and occupied connnemisl spa. ate as follows: 1.0 apes a for aeerysludi0 or ow- bedrwm wit, 1.5 spaces far a, a, kv.- bedroom units, one msidentis[ .as( space for wary 10 units, and one sparo for eeery 50) sgnam fact ofcomunemial floor men (I ,omec, retnd gancaal /smicq mslammdn.). 161 ObuenM pack parking demand for aah site based on the weekday end wccl and pstkin8 miiisn ion count anrmmnzM to Table 1. LINSCOTT, LAW GREENSPAN, engiM&S LLGRef. 1 -11- 3903 -1 Seventh and Admna Parking Study -M \\ ( \� PE El ,. * -0 .\ ) \) « / ®?, !®; � .6. . � )§ rl�P \ : J m.m9Z/9,z_.= w r �ymj U w / U) � U) § . � .Oa LL - Z) � L LU > 2 ) ( LIJ ® U \ e w Yz �w z \ �co w 0� \ \ ) [ (� | § \ \ ATTACHMENT Settlement Agreement Electronic version of attachment is not available for review. Document is available for review at the City Clerk's office and the Libraries. 34 SETTLEMENT AGREEMENT This Settlement Agreement ( "Agreement ") is entered into as of the �q day of May, 2011, ( "Effective Date ") by and between SEVENTHANDARIZONA, LLC, a California limited liability company, ( "Owner'') and the CITY OF SANTA MONICA, a California charter city, ( "City ") with reference to the following facts: RECITALS A. Owner owns the property consisting of four lots located on the southeast corner of Seventh Street and Arizona Avenue in the City of Santa Monica, bearing the street addresses of 1307, 1313 and 1317 Seventh Street and 702 Arizona Avenue. The property is located in Downtown Santa Monica. B. On January 6, 2011, Owner filed project plans accompanied by an Administrative Approval application to construct a mixed -use building on the two lots at 1313 and 1317 Seventh Street in accordance with Part 9.04.20.28 of the City's Zoning Ordinance. The proposed project would be five - stories above a three -level subterranean parking garage ( "Seventh Street Project ") and would consist of the following: maximum building height of 50 feet above average natural grade (see Zoning Ordinance § 9.04.08.18.060(a)(2)); 57 rental apartments above ground floor retail and parking; approximately 3,000 square feet of ground floor retail and approximately 42,500 square feet of upper floor residential; with the Zoning Ordinance's 50% discount for residential floor area, the floor area ratio ( "FAR ") would be less than the Zoning Ordinance's maximum of 2.0 FAR. (Zoning Ordinance § 9.04.08.18.060(b).) The Seventh Street Project was assigned Administrative Approval Application No. 11AA- 001. C. On January 27, 2011, Owner filed a second set of project plans accompanied by an Administrative Approval application to construct a mixed -use building on the two lots at 702 Arizona Avenue and 1307 Seventh Street. The proposed project would be four - stories above a three -level subterranean parking garage ( "Arizona Avenue Project ") and would consist of the following: maximum building height of 50 feet above average natural grade (see Zoning Ordinance § 9.04.08.18.060(a)(2)); 46 rental apartments above ground floor retail and parking; approximately 6,650 square feet of ground floor.retail and approximately 36,350 square feet of upper floor residential; with the Zoning Ordinance's 50% discount for residential floor area, the FAR would be less than 2.0 FAR. (Zoning Ordinance § 9.04.08.18.060(b).) The Arizona Avenue Project was assigned Administrative Approval Application No. 11 AA-002. D. On February 8, 2011, the City Council adopted a 60 -day ordinance establishing interim development procedures pending adoption of a new Zoning Ordinance ( "IZO "). (Ordinance No. 2345 (CCS).) Thirty -one days later, on March 11, 2011, the IZO took effect. The IZO requires new projects, such as the Seventh Street Project and the Arizona Avenue Project ( "Owner's Projects "), to be reviewed as a development agreement project (Gov't Code §§ 65864, et seq.), not an administrative approval process. E. In response to the IZO's adoption, Owner asserted a legal claim against the City challenging the IZO. Owner contends, inter alia, that the IZO cannot be applied to the Owner's Projects for the following three reasons: • Government Code Section 65858(c) prevents the IZO from effectively denying these two pending applications unless three sets of findings 2 specified therein can be made, supported by substantial evidence in the record; • Government Code Section 65858 prohibits the IZO from suspending the processing of development applications; and • Government Code Section 65589.50) prohibits the City from denying these two project applications based on grounds of general welfare unrelated to public health or safety. F. The City disputes the Owner's contentions as set forth in Recital E above and contends the IZO can lawfully require the Owner to obtain a development agreement for each of these applications. G. , On April 26, 2011, the Santa Monica City Council adopted an 18 -month extension of the IZO with certain amendments thereto (Ordinance No. 2356 (CCS)). As amended, the IZO allows Administrative Approval applications for Downtown mixed -use' housing projects that were pending as of March 11, 2011, to proceed with the administrative review process provided that such projects meet certain criteria, including specified Transportation Demand Management ( "TDM ") requirements. H. Owner and the City (jointly "Parties ") are entering into this Settlement Agreement for the purpose of resolving this dispute. NOW, THEREFORE, in consideration of the foregoing facts and the mutual covenants set forth herein, the Parties agree as follows: 1. Development Agreements. (a) Within 15 days of this Agreement's Effective Date, Owner will file with the City two draft development agreements (jointly, "draft Development Agreements ") 3 -- one for the Seventh Street Project and one for the Arizona Avenue Project) -- incorporating the terms and conditions of subsection (g) of this Section 1. (b) Except as already charged and collected for the Owner's two pending Administrative Approval applications ( "AA Applications "), the City shall not charge Owner any additional fees for filing or processing either of the two Development Agreements. (c) The Parties will promptly commence and diligently conduct negotiations of the two draft Development Agreements. The City Manager's office will be represented in the negotiations of the two Development Agreements. (d) Development Agreement negotiations may include: i. the provisions specified in this Section 1; ii. shared parking (i.e., making parking available to businesses or residents in the area to the extent it is not needed by the commercial and residential tenants of the projects, as well as allowing commercial visitors and residential visitors to utilize the same parking); iii. reduced parking (i.e., providing on -site parking in quantities less than otherwise required by the Zoning Code (Art. IX of the Municipal Code); iv. unbundled parking (i.e., parking that is offered for lease to the residential and commercial tenants separately from their respective residential units and commercial spaces); v. urban design and place- making features; vi. monetary contributions to Exposition Light Rail station improvements; and 10 vii. enhanced TDM measures, including but not limited to car -share spaces, transit operating contributions, free transit passes, and market -rate parking pricing. Nothing in this Agreement shall mandate the ultimate contents or terms of the Development Agreements as may be adopted by the Santa Monica City Council following negotiations, analysis, and public hearings. (e) The City will expedite the processing of the Development Agreements as much as possible, with the goal of rendering final decisions on both Development Agreements within ninety (90) days of this Agreement's Effective Date and in no event later than one hundred fifty (150) days after this Agreement's Effective Date, unless extended by mutual agreement of the Parties. (f) The draft Development Agreements may provide for a light rail transit improvement fee of $50,000 per project. (g) The draft Development Agreements submitted by the Owner will propose the following additional community benefits: Approval of a TDM Plan by the City's Planning Director, generally consistent with TDM plans approved for other comparable projects; ii. Secure bicycle storage for Project residents and employees, which may include a locked storage room or other secure facility; iii. A requirement that the Owner achieve a LEED - certified building at a level of Owner's choice; iv. The housing units within the two Projects may not be offered as for -sale housing and instead must be maintained as rental housing; v. On -site affordable housing in accordance with the City's Affordable Housing Production Program (SMMC Chapter 9.56); 5 vi. Parking within the projects shall be unbundled from the dwelling units and commercial spaces; vii. Visitor parking within the projects may be shared by residential and commercial visitors; and viii. Sufficient parking shall be provided within each project to meet peak parking demand based on a suitable study prepared by a licensed parking and traffic engineer. 2. Administrative Approvals. (a) The Parties agree to defer City action on the AA Applications for ninety (90) days after this Agreement's Effective Date ( "AA Deferral Period "), during which time the Parties will pursue the process for the Development Agreements. (b) At any time after expiration of the AA Deferral Period, Owner may request in writing ( "Owner's Election to Proceed ") that the City approve both or one of the AA Applications if the Development Agreements have not been approved to Owner's satisfaction by that date. (c) In the event of Owner's Election to Proceed, the City then shall act on the AA Applications in accordance with Ordinance No. 2356. The City shall render decisions on Owner's AA Applications within thirty (30) days after receiving Owner's Election to Proceed. However, if Owner files parking variance applications for one or both of Owner's Projects in accordance with subsection (f) of this Section 2, then for any of Owner's Projects for which a parking variance is sought, the City shall render its decision on the corresponding AA Application within thirty (30) days after rendering a final decision on the parking variance application. (d) The Parties acknowledge that the AA Applications contemplate rental housing, not for -sale housing, and that the rental housing includes on -site affordable 0 housing in accordance with the City's Affordable Housing Production Program (SMMC Chapter 9.56), Additionally, Owner agrees that the AA Applications are hereby amended to include: I. A TDM Plan that complies with Section 3(a)(4) of Ordinance No. 2356; ii. Secure bicycle storage for Project residents and employees, which may include a locked room or other secure facility; iii. A requirement the Owner achieve a LEED - certified building at a level of Owner's choice; and iv. Visitor parking within the Projects may be shared by residential and commercial visitors. Subject to Section 3(a)(ii) below, the City acknowledges and agrees that such amendments are made without prejudice to Owner's legal position that the AA Applications were entitled to be processed without making such amendments to satisfy the Ordinance No. 2356. (e) While the AA Applications remain pending, Owner shall have the right to make additional minor adjustments to either or both of Owner's Projects consistent with the standards of Ordinance No. 2356 and this Agreement. (f) The Parties acknowledge and agree that Owner may, in his sole and absolute discretion, elect to file parking variance applications for one or both of Owner's Projects. In the event Owner files one or more parking variance applications, the City will process such application(s) in accordance with the Zoning Code. This Agreement will have no effect on the City's discretion or decision- making with respect to such applications. 7 (g) In the event the City determines that one or both of Owner's Projects conflicts with the applicable City standards governing their development, then the City will promptly notify the Owner in writing of the particular conflicts and provide Owner with a reasonable opportunity to address any such conflicts before the City renders decisions on the AA Applications. (h) If approved, both Administrative Approval Determinations will contain the standard twelve (12) month term to exercise the Administrative Approval through issuance of building permits. (i) The City will expedite architectural review (SMMC Chapter 9.32) and plan check (SMMC § 8.08.060) with respect to Owner's Projects and will concurrently process architectural review and plan check for both Projects. 3. Covenant Not to Sue and Tolling of Statute of Limitations. (a) Provided the City either (i) approves the Development Agreements for Owner's Projects and the Owner signs the Development Agreements thereby confirming the Owner's acceptance of their terms, or (ii) issues Administrative Approval Determinations approving Owner's Projects in accordance with this Agreement and Ordinance No. 2356, Owner covenants and agrees not to file suit challenging Ordinance No. 2356, the approved Development Agreements, or the Administrative Approval Determinations. (b) In the event City receives Owner's Election to Proceed and thereafter the City breaches its obligations for processing the AA Applications under this Agreement, or the City denies one or both of the AA Applications, then in addition to Owner's remedies for breach of contract and any related causes of action, Owner shall have the right to file suit against the City challenging Ordinance No. 2356 and may seek M any and all legal remedies allowed by law, and the City shall have the corresponding right to defend against such suit(s). (c) City agrees that the statute of limitations for Owner to challenge Ordinance No. 2356 pursuant to subsection (b) of this Section 3 is hereby tolled until thirty (30) after the City renders its latest Administrative Approval Determination on Owner's two pending AA Applications. 4. Attorney's Fees. Should either party hereto institute any action or proceeding in court or through arbitration to enforce any provision hereof or for damages by reason of any alleged breach of any provision of this Agreement or for any other remedy, the prevailing party shall be entitled to receive from the losing party all reasonable attorneys' fees and all court and /or arbitration costs in connection with said proceeding. 5. Notices. All written notices and demands of any kind which any party may be required or may desire to serve in connection with this Agreement may be served as an alternative to personal service by registered or certified mail. Any such notice or demands served by registered or certified mail shall be deposited in the United States mail with postage thereon fully prepaid, addressed to the party to be served and delivered to the party if not by personal service as follows: If to Owner: Michael Sorochinsky Seventhandarizona, LLC 4077 W. Third Street, Suite 100 Los Angeles, CA 90020 With a copy to Harding Larmore Kutcher & Kozal, LLP 1250 Sixth Street, Suite 200 Santa Monica, CA 90401 Attn: Christopher M. Harding E If to City: City Attorney City of Santa Monica 1685 Main Street, Room 310 Santa Monica, CA 90401 With a copy to: Barry A. Rosenbaum Senior Land Use Attorney City of Santa Monica 1685 Main Street, Room 310 Santa Monica, CA 90401 6. Representations And Warranties. Each of the Parties represents and warrants to the other Party as follows: execution, delivery and performance of this Agreement has been duly authorized by all requisite action of such Party, including, without limitation, with respect to the City, due authorization from the City Council of the City of Santa Monica. 10. Interpretation. All Parties agree that this Agreement has been drafted jointly by all Parties and reviewed by counsel for all Parties and that, in interpreting the provisions hereof, no court shall construe any provision against any Party based upon an assumption as to responsibility or accountability for the drafting hereof. 11. California Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13. Integration. This Agreement constitutes the entire agreement among the Parties with respect to the matters set forth herein, supersedes all oral negotiations and prior writings with respect to the subject matter hereof, and is intended as the final 10 expression of the Parties with respect to the terms and conditions of the Parties' settlement of the dispute referred to herein. 14. Amendments. This agreement may not be amended, and no provision hereof may be waived, except by a written agreement executed by all Parties. 15. Assignment. Owner shall have the right to assign all or any portion of its interest in this Agreement without the prior written consent of the City. Owner shall give City written notice and a copy of the assignment within 5 days of the assignment. 16. Severability. If any portion of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. IN WITNESS WHEREOF, this Agreement has been entered into as of the date first written above. APPROVED AS TO FORM: .i "WEIR, /� ��. GN • ATTEST: MARIA STE ART City Clerk CITY OF SANTA MONICA a California charter city By: �_ Rod Gould City Manager 11 SEVENTHANDARIZONA, LLC a limited liability company By: Michele] Sorochinsky Manager APPROVED AS TO FORM: HARDING, LARMORE, KUTCHER & KOZAL a limited liability partnership By: Christopher M. Hardin Attorneys for SEVENTHANDARIZONA, LLC 12 KLK:snk 22047/ docs /SettlementAgreement.1001bb.KLK ti 12 ATTACHMENT G Project Plans, Renderings, and Photographs Electronic version of attachment is not available for review. Document is available for review at the City Clerk's office and the Libraries. 35 ° � e (1J lU /a5 1. t .. °� IN- ��y'.j} Y Y* 1 � i h CITY COUNCIL HEARING Project Location Background Community Benefits Recommendation • New five -story mixed -use building • 57 residential apartment units • Approx. 2,929 SF ground floor commercial space • 83 parking spaces /two levels of subterranean parking 1317 7th Street Development Agreement October 25 7 2011 Sawu \loofca' Project Location Project Description Community Benefits Recommendation • January 6, 2011 —Administrative Approval application submitted • March 11, 2011 — Interim Zoning Ordinance ,established (pipeline projects addressed) • May 27, 2011 — Developer and City entered into a Settlement Agreement 1317 7t" Street Development Agreement October 25 , 2011 tiaau 9ealts Project Location Project Description Background r Recommendation • Enhance TDM plan • Transit infrastructure contribution • Electric vehicle charging stations • Shared parking program • LEEDO Silver certification or equivalent Local hiring program • Urban design /place making features 1317 7t" Street Development Agreement October 25, 2011 gsn[n Moelca Project Location Affordable Housing Production Program Project Description Background Recommendation • . Six very -low income units would be provided on -site • Meets minimum AHPP requirement of 5.7 on -site affordable units • Provision of sixth affordable unit on- site considered a community benefit 1317 7t" Street Development Agreement October 25 1 2011 Sand Moa lea' Project Location Project Description Background Community Benefits E 1317 7t" Street Project Planning Commission recommended that,the City Council approve the DA t Agreement_(11 DEV00 • Introduce for first reading an ordinance adopting Development Agreement 1317 7t" Street Development Agreement October 25 7 2011 3avw Meal<a' MANI MORSHED, D.M.D, D.D.S NOUSHIN MORSHED, D.M.D BOBAK MORSHED, D.D.S 1244 Seventh Street, Suite 202 Santa Monica, California 90401 Phone(310)393 -9664 Fax(310)458 -3399 October 19, 2011 City Cleric 12c:11DEV008(1317 7`" Street) 1685 Main Street, Room 102 Santa Monica, CA 90401 OCT 2 5 2011 ,REC €YED OFFICE OF THE CITY CLFRI{ 2011 OCT 24 Arl 10: 58 SANTA MONICA, CALIF. To whom it may concern, The construction of this building with only 83 parking spaces will further complicate the parking problems on the street and will negatively affect all the older businesses on 7`h St . that are relying on street parking. Thank you for your consideration on this matter. Sincerely, Dr. Mani Morshed Dr. Noushin Morshed T, i`-) OCT 2 5 2011 II _]? OCT 2 5 2011 HARDING LARMORE KUTCI (7-ZAL; LLP ATTORNEYS AT LAW - 2011 OCT 24 All 10: 39 WRITER'S DIRECT DIAL 1250 SIXTH STREE , IT( 200 WRITER'S E -MAIL ADDRESS SANTA MONICA, CALIFORN A0t1 60 )CQ' CALIF. (310) 451 -2968 harding @hlkklaw.com TELEPHONE (310) 393 -1007 FACSIMILE (310) 392 -3537 October 21, 2011 VIA E -MAIL & MESSENGER DELIVERY Santa Monica City Council 1685 Main Street, Room 102 Santa Monica, CA 90401 Re: Proposed Mixed - Use /Housing Project (57 Units) Property Address: 1317 Seventh Street Development Agreement No. 11 DEV008 Project Applicant: Michael Sorochinsky (for Seventhandarizona, LLC) Hearing Date: October 25, 2011 Agenda Item No. 7 -B Dear Councilmembers: This letter is submitted on behalf of Michael Sorochinsky, the applicant for the above - referenced project at 1317 Seventh Street. This project includes 57 rental housing units (including six very-low income on -site affordable units) and approximately 2,929 square feet of ground -floor retail space. The ground floor street frontage will be used for neighborhood - serving commercial uses or as artist lofts. Both City Staff and the Planning Commission (unanimously) recommend approval of a development agreement ( "DA ") for this project.' We urge the City Council to approve this project on the terms and conditions recommended by Staff.2 If approved on City Staff's proposed terms, Mr. Sorochinsky will sign the DA and abandon his pending AA application -- notwithstanding that the proposed DA requires substantially 1 Downtown Santa Monica, Inc's Board of Directors also endorsed the project at its September 22nd meeting. 2 There is a difference of opinion between City Staff and Mr. Sorochinsky as to whether the on -site affordable housing units are a "community benefit" (Mr. Sorochinsky's position) or an "important project benefit" (Staff's position). This difference is of no practical consequence for this project assuming the City Council approves it as recommended by Staff. But it presents a policy issue worthy of City Council consideration at a later date. _ 07 OCT 2 5 2011 HARDING LAWORE KUTCHER & KOZAL, LLP ATTORNEYS AT LAW Santa Monica City Council October 21, 2011 Page 2 more community benefits than the pending AA would require for essentially the same project .3 As a pipeline project subject to a Settlement Agreement, the City Council's decision will generally not set a precedent for City Council decisions on future non - pipeline projects. This is one of two similar (but separate and distinct) projects being considered by the City Council. Mr. Sorochinsky is the applicant for both projects. Our letter to the City Council on the other project -- 702 Arizona Avenue -- explains at length the context in which these projects are being considered. Rather than be repetitive, below is a summary of the most important points: 1. Mr. Sorochinsky has an Administrative Approval ( "AA ") application pending for this project. It is essentially the same project as contemplated in the proposed Development Agreement ( "DA "), except that the DA calls for more community benefits and a refined project design per the DA negotiations. 2. This project is subject to the same Settlement Agreement that governs the 702 Arizona Avenue project. 3. The proposed DA includes the following community. benefits that cannot be required as part of the AA process: • An extra (sixth) unit of affordable housing; • A $50,000 light rail station fee (per project, $100,000 overall); • An AVR of 1.75 as part of the project's TDM plan (higher than the 1.5 AVR that will be applicable if this project is approved as an AA); • Electric - vehicle conduit and stubouts in the project's parking garage; • Publicly - accessible open space; • A Local Hiring Provision; 3 We are in the process of completing a technical review of the draft DA attached to your Staff Report. We anticipate that any "glitches" will be worked out with the City Attorney's office prior to your hearing next Tuesday, October 25 tH HARDING LAWORE KUTCHER & KOZAL, LLP ATTORNEYS AT LAW Santa Monica City Council October 21, 2011 Page 3 A LEEDO Silver equivalent building; and Shared parking for non - project users, subject to Planning Director approval. 4. Mr. Sorochinsky is offering to enter into a DA with the City that includes these additional community benefits, even though an AA for this project would not include them. 5. The cost differential of providing six very-low income on -site affordable units in comparison to paying the affordable housing fee for this project is approximately $1,549,595 - $2,221,437, an enormous benefit regardless of the adjective attached ( "community' or "project "). (See attached chart.) In sum, on Mr. Sorochinsky's behalf we ask the City Council to approve the proposed DA for this project. Sincerely, Christopher M. Harding Enclosure cc: Rod Gould (w/ encl.) David Martin (w/ encl.) Amanda Schachter (w/ encl.) Brad Misner (w/ encl.) Tony Kim (w/ encl.) Russell Bunim (w/ encl.) Marsha Moutrie (w/ encl.) Barry Rosenbaum (w/ encl.) Maria Stewart (w/ encl.) Michael Sorochinsky (w/ encl.) David Hibbert (w/ encl.) 22047 /Cor /CityCou ncil.I 003. CM H Rental Comparable Summary 1539,4?1iSt;.,, ]539'4t1�'St:.,; .. 715 $ 2,484 $ 3.47 Average/UnitType 640 $ 2,314 $ 3.64 871 $ ,2,929 1317 Seventh Street Affordable Housing Options (57 units, six of which are affordable to very-low income households) +� $4,000,000 c t6 $3,500,000 U Q $3,000,000 sZ Q $2,500,000 U v $2,000,000 0 L CL $1,500,000 0 *' $1,000,000 0 v $500,000 L O Pay Affordable Housing Fee Cost to Provide Six Very -Low Income On -Site Units Method of Compliance w/ AHPP