Loading...
SR-03-19-2013-7ACity Council Report City of Sirn4i� fllonice a° City Council Meeting: March.19, 2013 Agenda Item: 1 To: City Council From: David Martin, Director of Planning and Community Development Subject: Village Trailer Park Development Agreement Application No. 07 -005 and Tentative Tract Map Application No. 12 -001 to allow a mixed -use project consisting of 377 residential rental units and up to 24,940 square feet of ground floor neighborhood - serving retail of which up to 4,250 square feet could be converted to production space at 2930 Colorado Avenue. Recommended Action Staff recommends that the City Council: • Find that pursuant to CEQA Guidelines Section 15162 that the Final Environmental Impact Report previously certified for Village Trailer Park Development Agreement 07 -005 is adequate for the proposed new Development Agreement project; • Adopt a Resolution adopting the Mitigation Monitoring Program and Statement of Overriding Considerations for the proposed new Village Trailer Park Development Agreement project; and • Introduce for first reading an ordinance which approves the proposed new Village Trailer Park Development Agreement, including the Tentative Tract Map and Tenant Relocation Plan. Executive Summary The City Council voted on November 27. 2012 to adopt an Ordinance, on second reading, approving a development agreement for 377 residential units (161 apartments, 216 condominiums) and up to 24,940 square feet of ground floor neighborhood - serving retail of which up to 4,250 could be converted to production space at 2930 Colorado Avenue (Village Trailer Park). The project and development agreement are described in more detail in the November 13 2012 staff report. On December 11, 2012, the City Council voted to reconsider and rescind its November 27th adoption on second reading of the ordinance approving the development agreement with direction to staff to continue negotiation with the developer on issues including affordable housing replacement production and return to the Council at a future date. On January 7, 2013, the applicant (Village Trailer Park, LLC and Village Trailer Park, a California Corporation) filed a lawsuit against the City, claiming, among other things, that the Council's actions of December 11, 2012 were legally invalid, that the November 27, 2012 approved development agreement remained in effect, and that the City had violated various legal rights of the applicant, thereby entitling the applicant to compensatory damages and attorney's fees. Since the filing of the lawsuit, representatives of the applicant and City have agreed upon a process that provides a possible means of achieving voluntary resolution of the lawsuit. As a result, VTP has proposed terms for a New Development Agreement presented as Attachment 1. In considering the proposed new Development Agreement, the City Council retains its full discretion to approve, propose modifications, or reject terms. If, on second reading, the City Council adopts an Ordinance approving a new Development Agreement with terms acceptable to VTP, then within ten days of the Ordinance's effective date, the applicant will dismiss its pending lawsuit against the City. Alternatively, if the City Council denies approval of a project acceptable to the applicant, the applicant retains the right to proceed with the lawsuit. As a result of continued development agreement negotiations and in response to the Council's concern regarding the number of affordable units provided in the project, the applicant proposes to change the project so that all of the residential units will be rental apartments, and 41 of them will be Very Low Income units (11 % of the total number of units, thus exceeding the 10% AHPP requirement). The amount of commercial square feet in the project would remain the same and the project's site and building design would not change. The applicant continues to propose a partial closure of the Village Trailer Park resulting in the retention of 10 spaces on the eastern edge of the park (the "Residual Parcel ") and the closure of 99 trailer spaces. However, instead of offering to donate the Residual Parcel to a City- designated entity or the City for affordable housing as in the prior development agreement, the applicant has agreed to continue to operate the remaining portion of Village Trailer Park ( "retained park ") for up to 10 years with a commitment to operate it for at least 5 years, as long as there is a full -time resident living there. The retention of 10 trailer spaces provides another avenue for VTP residents who may wish to negotiate separate agreements with the developer on moving to available spaces at the retained park. In addition to retaining the options in the November 2012 relocation plan (Exhibit K to the Development Agreement), the applicant has added a new option (renumbered Option #6) that assists VTP residents who wish to move to the Related /Santa Monica Village LLC project. This new Option #6 is identical to Option #5 (Move to Conventional Rental Housing) with the exception that VTP residents who both qualify and have chosen Option #6 will be allowed to remain in their trailers and shall not be required to vacate their units at the Village Trailer Park until the affordable unit at the Related /Santa Monica Village is available for occupancy. The project changes are discussed further below. Also attached to this report is a revised development agreement that reflects the revised project and relocation plan. 2 Discussion Background The applicant has proposed the following changes to the Development Agreement previously considered by the City Council: • All 377 units would be apartments (the 216 condominiums previously in the project will be apartments). The apartments would consist of the following unit types: (a) 166 studios; (b) 141 one - bedroom units; (c) 62 two - bedroom units; (d) 8 three - bedroom units. • 41 of the apartments would be restricted to very low income households, three more than the 10% (i.e. 38 units) required by the AHPP. The 41 Affordable Units that will be constructed as part of the project would be provided in the same ratio as the overall project's unit types as follows: (a) 18 studios; (b) 15 one - bedroom units; (c) 7 two- bedroom units; (d) 1 three - bedroom unit. • The Affordable Units would meet AHPP minimum square footage size standards for the units, and will be dispersed in Building C. • The provisions relating to transfer of the Residual Parcel to the City, previously found in Section 2.62(n) of the development agreement, have been deleted and, instead, the applicant shall be required to retain the ten trailer pads on the Residual Parcel for up to ten years. Developer may only seek to close the residual park before 10 years if there are fewer than five pads occupied by full time residents living in the park, but in no event in less than five years unless there are no full time residents remaining. New TDM measures consistent with apartment uses would be applied to the units converted to apartments from condominiums. ® The Relocation Plan has been amended to provide a new Option #6 that requires the Developer to continue to operate Village Trailer Park until the affordable units at the Related /Santa Monica Village LLC Project are ready for occupancy for those VTP residents who elect and are eligible to move to the Civic Center Village project. Development Agreement and Project Revisions in Response to Council Direction Affordable Housing In response to the Council's concerns regarding the amount of affordable units in the project and the controversy over the method by which the affordable housing requirement was determined, the applicant has changed 216 condominiums in the project to rental units, resulting in a project that consists of 377 residential rental units along with the same amount of commercial square feet previously proposed. In accordance with the City's Affordable Housing Production Program (SMMC Chapter 9.56), the project is required to provide 10% of the units on -site as Very Low Income 3 units (i.e. 38 units). The applicant is proposing to provide 41 Very Low Income units, thereby exceeding the AHPP requirement. In addition, all affordable units will meet the minimum square feet requirements for unit size as established by the AHPP. It should be noted that in addition to providing the on -site affordable units, the developer continues to propose constructing an additional elevator with ground floor entry on the east side of Building C that provides more convenient access for existing and future residents of the Residual Parcel to the dedicated parking spaces in the subterranean parking garage. Deletion of Transfer of Residual Parcel to City As more fully described in the November 13, 2012 City Council staff report, in response to the spirit and intent of Council's July 2012 direction, the developer previously proposed to retain the portion of the park on a separate existing legal parcel that has frontage on Stanford Street (the "Residual Parcel "), which would ultimately allow 10 trailer spaces to remain after development of the proposed Pennsylvania Avenue extension. Additional detail regarding the proposed continued operation of the retained park, infrastructure upgrades to the retained park, timing and filing of the affordable housing deed restriction and transfer of the Residual Parcel to the City or its designee was described in that report. In the new revised development agreement, the provisions relating to transfer of the residual parcel to the City in Section 2.6.2.(n) have been deleted. Instead, the ten trailer pads will remain on the Residual Parcel for up to ten years with the developer only being able to seek closure of the retained park when there are fewer than five full time residents living in the park, but in no event may that occur until five years have passed unless there are no full time residents remaining. Future closure of the retained park must comply with the change of use requirements of the State's mobilehome closure laws. The development agreement still contains the provision for a parking easement of 40 spaces in favor of the Residual Parcel, which would consist of 10 spaces initially to accommodate residents of the retained park with an increase of 30 spaces when the Residual Parcel is redeveloped. E Operation and Future Conversion /Closure of the Retained Park Since the retained park is continuing to be operated as a mobile home park and is not being closed as part of the proposed project, existing VTP residents who occupy spaces in the retained park may continue to remain on their current pad and are not eligible for the relocation options outlined in Exhibit K of the DA. Based on information gathered for the Tenant Impact Report, there are 5 vacant trailer spaces in the retained park. For clarity, because the retained park of 10 spaces is not being closed, any resident who occupies one of the retained spaces and chooses to move is not covered by the terms of this Development Agreement since they are voluntarily choosing to move as opposed to being displaced by closure of the park. Since the developer will continue to operate the retained park, to the extent that there are available spaces at the retained park, the process by which displaced VTP residents are selected for the retained park will be determined by the developer. The developer has indicated that the following will be offered to any VTP resident who chooses to move to the retained park and is being displaced as a result of the partial closure of the Park: 1) Reasonable cost of moving .their existing mobilehome and movable improvements such as patios, carports and porches, to one of the 10 pads on the Residual Parcel, which includes but is not limited to, dismantling, packing, moving, reassembling, rebuilding, including skirting and tie - downs, and unpacking, as necessary. 2) Developer payment of moving costs associated with moving all personal property based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. 3) If an actual move by a professional moving company is chosen, as described above, payment of new utility connections, when replacing the mobile home owner's current service (excluding any possible utility deposits charged by the new providers or additional services). H". Changes to TDM Program Due to Change from Condos to Apartments Since the developer proposes that all residential units in the project are now rental units, the TDM Program has been modified accordingly such that all TDM measures that previously applied to the apartments now apply to all residential units in the project. The conversion of condos to apartments affects the 50% subsidy for transit passes for residents of the project and the way that parking is allocated for the residential units. For the transit passes, all residents of the project are offered a transit pass subsidy if they relinquish a parking space. However, tenants of the affordable units need not relinquish their parking space in order to receive a transit pass subsidy. The parking is required to be unbundled, with the exception of the affordable units, and has been allocated differently in the project such that only one parking space may be reserved for each residential unit in the project, with the exception that 2- and 3- bedroom units may reserve two parking spaces. This has resulted in an increase in the number of shared parking spaces on the P1 level to 218 spaces, 56 more spaces than previously proposed. Further, more detailed performance requirements with respect to timing of additional TDM measures and monitoring for compliance with the Project's trip cap requirement have been added to the development agreement. Modification to Exhibit K — Relocation Plan An additional Option #6 has been added to the Relocation Plan to accommodate residents who wish to move to the affordable units at the Related /Santa Monica Village LLC Project, currently under construction. The new option closely mirrors Option #5 (Move to Conventional Rental Housing) with the exception that VTP residents may continue to stay at VTP until the affordable units are ready for occupancy. Option #3 has also been modified since there are no longer any Extremely Low Income units proposed in the project, VTP residents who qualify as Very Low Income households may move back to the project at Very Low Income rents. While the Relocation Plan is described in detail in the November 13, 2012 staff report, for convenience, the following is a summary statement of the revised relocation options for VTP residents in Exhibit K of the attached Development Agreement: 2 1. Move to Mountain View Mobile Home Park — This option would involve the park owner purchasing and installing at the Mountain View Mobile Home Park a manufactured home that is reasonably similar architecturally to those previously approved by the Architectural Review Board, and transferring title to qualified VTP residents who choose to move to the Mountain View Mobile Home Park. There are an estimated 27 spaces available at Mountain View for this purpose. This option would not include payment to residents for fair market value of their existing units, as indicated in Table 6 of the Tenant Impact Report, because replacement housing is being purchased by the developer. 2. Fixed payment in lieu of actual move costs — This option is available to all VTP residents where, based on at least three estimates by professional movers, residents will receive payment for actual costs to move their existing mobile home to another mobile home park. This option is also available to all residents who own RVs and Trailers that cannot be moved to another mobile home park. 3. Temporary Relocation with Option to Move Back to VTP — This option would involve residents temporarily relocating for an interim period to rental housing with the option to move back to deed - restricted units in the new project. For extremely low income, very low income, and low income households, the park owner would pay the rent differential between residents' existing pad rent and $1352, which is equivalent to the Section 8 payment standard for 1- bedroom units in Santa Monica, for up to 7.5 years or project completion, whichever is earliest. For all other households, the rent differential would be required for the earlier of project completion or 4 years. 4. Move to another mobile home park outside of Santa Monica — This option would involve the park owner purchasing and installing a qualifying mobile home and transferring title to residents who choose to move to another mobile home park. This option would not include payment to residents for fair market value of their units, as indicated in Table 6 of the Tenant Impact Report, because replacement housing is being purchased by the developer. 5. Move to conventional rental housing — This option would allow residents to move to rental housing with the park owner paying the rent differential between 7 replacement rent and existing pad rent up to a total replacement rent of $1352. The payment of the rent differential would be provided for up to 4 years. 6. Move to Related /Santa Monica Village Affordable Units — This option would allow residents to remain in Village Trailer Park until the Related /Santa Monica Village Affordable Units are ready for occupancy. This option otherwise is identical to the provisions in Option #5. 7. Mutual agreement between park owner and resident — This option covers other situations, including moving to the retained park, where each resident has the choice of negotiating relocation benefits with the park owner on their own. 8. Seasonal residents — This option requires the payment of the tenant relocation assistance established by SMMC Section 4.36 to residents whose primary residence is at a location other than VTP. Community Benefits The project revisions did not result in any changes to the previously negotiated community benefits, which are more fully described in the November 13, 2012 staff report but are summarized as follows for convenience: • Two new streets (Pennsylvania Avenue and New Road) that will be dedicated to the City as surface easements • Transportation Infrastructure Fee of $1,650,000 • Contribution of $179,000 to trust fund to be used for childcare subsidies for low - income families (includes voluntary assignment of required childcare linkage fee) • Contribution of $350,000 to trust fund to be used for services for seniors, disabled persons, and families with minor children with priority given to entities who are providing services to VTP residents • Ground floor public open space • Approximately 27,000 sf of general public open space including expanded sidewalks for outdoor dining and gathering on Colorado Avenue, smaller on -site plazas, pedestrian pathways, and green space at the intersection of New Road and Pennsylvania Avenue • Approximately 15,000 sf of residential public open space including pedestrian pathways and courtyards • Local hiring program for construction • Local hiring program for permanent employment for commercial uses greater than 1,500 sf [? The project further includes a number of significant features that may not be Code requirements but are expectations established by LUCE goals and policies, including 41 affordable housing units and continued operation of 10 existing trailer spaces for a limited time period, commitment to achieve LEEDO Silver certification, EV conduits in the parking garage, and a comprehensive TDM Plan that among other elements, includes peak hour trip caps and subsidies for transit passes that apply to the entire project. Environmental Analysis The revisions to the project plans include changing the 216 condominiums to rental apartments and the inclusion of 41 affordable units. However, the overall number of units has remained the same (377 units) as has the amount of commercial square feet. Pursuant to CEQA Guidelines Section 15162, the minor revisions to the project do not necessitate the preparation of a Subsequent EIR because such revisions would not materially alter the project that was already analyzed in the EIR and will not create new significant environmental effects or a substantial increase in the severity of previously identified significant effects. The environmental impacts of the project have been fully analyzed and disclosed in the Final EIR. The Final EIR for the project consists of: 1) Original Draft EIR dated September 2011 2) Original Final EIR dated April 2012 3) Recirculated EIR portions dated August 2012 (these sections supercede corresponding sections in the original Draft EIR) 4) Correction and Additions to Recirculated EIR 5) Comments and Responses to Recirculated portions of the Final EIR Statement of Overridinq Considerations Due to the significant and unavoidable impacts of the project with respect to Aesthetics (shade and shadows), Construction Effects (ground borne vibration and localized construction emissions for air quality), and Traffic, approval of the proposed project will 9 require the City Council to adopt a Statement of Overriding Considerations. The benefits of the proposed project are fully discussed in the November 13. 2012 staff report, and are set forth in the Council resolution adopting the Statement of Overriding Considerations and Mitigation Monitoring Program in Attachment 3. Conclusion The revised project currently being proposed by the developer is in response to City Council's direction from the December 11, 2012 meeting. The developer has changed the project so that all 377 residential units are rental units, eliminating the previous 216 condominium units, and the number of affordable units has been increased to 41 Very Low Income units (11% of the units). The developer continues to propose retaining 10 trailer spaces within the Residual Parcel on the eastern edge of Village Trailer Park for up to 10 years with a commitment to not close or convert the retained park any earlier than 5 years if full time residents are living there. Staff's recommendation is based on the following: • As more fully detailed in the July 24, 2012 and November 13, 2012 staff reports and Attachment 4 of this report, the project's consistency with the LUCE and features of the project and development agreement provisions that anticipate key elements of the Bergamot Area Plan, particularly with respect to streetscape design and parking. • The retention of 10 trailer spaces that responds to direction from the Planning Commission and City Council to consider an alternative that protects as much of the existing trailer spaces as feasible. • Negotiated community benefits that were guided by the LUCE five priority categories of community benefits and generally confirmed through the Bergamot Area Plan process including a transportation infrastructure fee of $1,650,000; childcare contribution of $179,000; contribution for senior and disabled services in the amount of $350,000; approximately 42,000 sf of ground floor green space and the dedication of two new streets (in combination approximately 50% of the project site); and $50,000 towards the formation of a future Bergamot Transportation Management Association. • A relocation plan that meets the requirements of Government Code Sections 65863.7(e) and 66427.4(c) by offering a broad range of reasonable relocation options for displaced VTP residents to select, including moving to MVMHP, 10 moving to the affordable housing component of the Related /Santa Monica Village LLC Project, moving to another mobile home park, moving to rental housing with payment of rent differential, or moving into the new project at extremely low income rents for qualifying VTP residents. Financial Impacts & Budget Actions With regard with to the development agreement, there are no immediate financial impact or budget actions associated with the recommendations in this report. Staff will return to Council to request approval of any necessary budget actions that may be associated with approval of the development agreement. As detailed in the November 13, 2012 staff report, based on preliminary estimates by TNDG consulting group the project may result in a net annual surplus to the City's General Fund of approximately $3,000. This takes into consideration potential increased revenue in the form of property, sales, and other taxes as well as license and permitting fees, and also accounts for potential increased City expenditures due to providing public safety and other public services to the new development. The project may also provide an estimated $597,118 in annual recurring revenues to other taxing entities such as the school district, community college district, and water district. These estimates are preliminary and are subject to change. 11 On November 14. 2012, the City Council had previously authorized staff to use TORCA Housing Trust Funds to provide qualified VTP residents who choose to move to Mountain View a one -time opportunity to sell their new manufactured homes to the City for a fixed price of $30,000. Funds to purchase manufactured homes from qualified VTP residents continue to be available in Fund H14037710.589000, with sufficient funds available to cover the maximum financial exposure to the TORCA Housing Trust Fund of $810,000 in the event that all 27 qualified VTP residents who move to Mountain View decide to sell their new manufactured homes. Prepared by: Jing Yeo, Special Projects Manager Approved: Forwarded to Council: David Rod Gould Director, Planning and Community City Manager Development Attachments 1. Revised Development Agreement including Exhibit K 2. Project Plans 3. Revised Resolution Adopting the Statement of Overriding Considerations and Mitigation Monitoring Plan 4. Development Agreement Findings 5. Draft Ordinance 12 ATTACHMENT REVISED DEVELOPMENT AGREEMENT INCLUDING EXHIBIT K 13 Recording Requested By: 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 VILLAGE TRAILER PARK, LLC AND VILLAGE TRAILER PARK (as Tenants in Common) TABLE OF CONTENTS Recitals............................................................................................................ ............................... 1 Article1 Def initions ................................................................................ ..............................6 Article 2 Description of the Project ........................................................ .........................:....8 2.1 General Description ................................................................. ..............................8 2.2 Principal Components of the Project ...................................... ............................... 8 2.3 No Obligation to Develop ....................................................... .............................11 2.4 Vested Rights .......................................................................... .............................11 2.5 Permitted Uses ........................................................................ .............................14 2.6 Significant Project Features and LUCE Community Benefits ............................15 2.7 Parking .................................................................................... .............................29 2.8 Design .................................................................................... .............................29 2.9 Tract Map ................................................................................ .............................30 2.10 Parking Easement in Favor of Residual Parcel ..................... ............................... 31 2.11 Contract With City ....................................................................... .............................31 Article3 Construction ............................................................................ .............................31 3.1 Construction Mitigation Plan .................................................. .............................31 3.2 Construction Hours ............................................................... ...........................:... 31 3.3 Outside Building Permit Issuance Date ................................ ............................... 31 3.4 Construction Period ................................................................ .............................32 3.5 Damage or Destruction ......................................................... ............................... 32 Article 4 Project Fees, Exactions, Mitigation Measures and Conditions ............................ 32 4.1 Fees, Exactions, Mitigation Measures and Conditions ......... ............................... 32 4.2 Conditions on Modifications ................................................. ............................... 33 4.3 Implementation of Mitigation Measures and Conditions of Approval ................33 Article 5 Effect of Agreement on City Laws and Regulations ............ ............................... 33 5.1 Development Standards for the Property; Existing Regulations ......................... 33 5.2 Permitted Subsequent Code Changes ................................... ............................... 34 5.3 Common Set of Existing Regulations ................................... ............................... 36 5.4 Conflicting Enactments ........................................................... .............................36 5.5 Timing of Development .......................................................... .............................36 5.6 Process for Closure of Village Trailer Park ............................ .............................36 5.7 Operation of the Existing Mobilehome Park Prior to Closure ............................. 37 Article 6 Architectural Review Board ................................................. ............................... 37 6.1 Architectural Review Board Approval ................................... .............................37 Article 7 City Technical Permits ............................................................ .............................38 7.1 Definitions ............................................................................... .............................38 7.2 Diligent Action by City ........................................................... .............................38 7.3 Conditions for Diligent Action by the City ............................. .............................38 7.4 Duration of Technical City Permits ........................................ .............................40 Article 8 Amendment and Modification ................................................ .............................40 8.1 Amendment and Modification of Development Agreement ............................... 40 Article9 Term ........................................................................................ .............................40 9.1 Effective Date ....................................................................... ............................... 40 9.2 Term ........................................................................................ .............................40 Article 10 Periodic Review of Compliance ................................................. ............................... 41 10.1 City Review ............................................................................ .............................41 10.2 Evidence of Good Faith Compliance ...................................... .............................41 10.3 Information to be Provided to Developer ............................. ............................... 41 10.4 Notice of Breach; Cure Rights ................................................ .............................41 10.5 Failure of Periodic Review ..................................................... ....................:........42 10.6 Termination of Development Agreement ............................. ............................... 42 10.7 City Cost Recovery ................................................................. .............................42 Article11 Default ..................................................................................... .............................42 11.1 Notice and Cure .................................................................... ............................... 42 11.2 Remedies for Monetary Default .............................................. .............................43 11.3 Remedies for Non - Monetary Default ................................... ............................... 43 11.4 Modification or Termination Agreement by City ................. ............................... 45 11.5 Cessation of Rights and Obligations ....................................... .............................46 11.6 Completion of Improvements ................................................. .............................46 Article12 Mortgagees ..............................:............................................... .............................46 12.1 Encumbrances on the Property ............................................. ............................... 46 Article 13 Transfers and Assignments ..................................................... .............................48 13.1 Transfers and Assignments ..................................................... .............................48 13.2 Release Upon Transfer ............................................................ .............................49 Article14 Indemnity to City .................................................................... .............................49 14.1 Indemnity ................................................................................ .............................49 14.2 City's Right to Def ense ........................................................... .............................50 Article 15 General Provisions .................................................................. .............................50 15.1 Notices .................................................................................. ............................... 50 15.2 Entire Agreement; Conflicts ................................................. ............................... 51 15.3 Binding Effect ......................................................................... .............................51 15.4 Agreement Not for Benefit of Third Parties ......................... ............................... 51 15.5 No Partnership or Joint Venture ............................................. .............................51 15.6 Estoppel Certificates ............................................................. ............................... 51 15.7 Time ...................................................................................... ............................... 52 t5.8 Excusable Delays .................................................................... .............................52 15.9 Governing Law ..................................................................... ............................... 53 15.10 Cooperation in Event of Legal Challenge to Agreement ...... ............................... 53 15.11 Attorneys' Fees ....................................................................... .............................53 15.12 Recordation ............................................................................. .............................54 15.13 No Waiver ............................................................................... .............................54 15.14 Construction of this Agreement ............................................ ............................... 54 15.15 Other Governmental Approvals ............................................ ............................... 54 15.16 Venue ..................................................................................... .............................55 15.17 Exhibits ................................................................................... .............................55 15.18 Counterpart Signatures .......................................................... ............................... 56 15.19 Certificate of Performance ...................................................... .............................56 15.20 Interest of Developer ............................................................. ............................... 56 15.21 Operating Memoranda .......................................................... ............................... 56 15.22 Acknowledgments, Agreements and Assurance on the Part of Developer ......... 57 15.23 Not a Public Dedication ........................................................ ............................... 57 15.24 Other Agreements ................................................................. ............................... 58 15.25 Severability and Termination ................................................ ............................... 58 Exhibit "A" Legal Description of Property Exhibit `B" Project Plans Exhibit "C" Permitted Fees and Exactions Exhibit "D" Mitigation Measures and Conditions of Approval Exhibit "E" SMMC Article 9 (Planning and Zoning) Exhibit "F -1" Local Hiring Program for Construction Exhibit "F -2" Local Hiring Program for Permanent Employment Exhibit "G -I" Pennsylvania Avenue Extension Easement Area Exhibit "G -2" New Road Easement Area Exhibit "G -3" Public Use Areas Exhibit "H" Santa Monica Sign Code Exhibit "I" Construction Mitigation Plan Exhibit "J" Assignment and Assumption Agreement Exhibit "K" VTP Resident Relocation Program Exhibit "L" Tract Map DEVELOPMENT AGREEMENT This Development Agreement ( "Agreement "), dated for reference purposes 2013, ("Effective Date ") is entered into by and between VILLAGE TRAILER PARK, LLC, a California limited liability company, and VILLAGE TRAILER PARK, a California corporation (as Tenants in Common, collectively, "Developer "), and the CITY OF SANTA MONICA, a municipal corporation organized and existing pursuant to the laws of the State of California and the Charter of the City of Santa Monica (the "City "), with reference to the following facts: RECITALS A. Pursuant to California Government Code Section 65864 et seq., Chapter 9.48 of the Santa Monica Municipal Code, and Santa Monica Interim Ordinance No. 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 3.85 acres of land located in the City of Santa Monica, State of California, commonly known as 2930 Colorado Avenue, as more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property "). The Property is currently developed with the following improvements: (1) Trailer park with 109 rent - controlled pads, of which 59 were occupied by units as of the date of publishing of the Tenant Impact Report; and (2) Accessory improvements including: one -story manager's residence; community building containing office, clubhouse, library, and restrooms; swimming pool; and laundry building. C. The City has included the Property within the "Mixed -Use Creative" 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 Residential Mobile Home Park District (R -MH) according to Section 9,04.08.06.010 of the City's Zoning Ordinance. To aid in the redevelopment of the Property, the City and Developer desire to allow Developer to construct new buildings, subterranean parking, and related facilities. D. On June 25, 2007, Developer filed an application for a Development Agreement, pursuant to Santa Monica Municipal Code ( "SMMC ") Section 9.48.020 (the "Development Application "). The Development Application was designated by the City as Application No. 07- DEV005. The Development Application was for the closure of the entire trailer park for redevelopment into a mixed use residential, production office and retail project. E. To facilitate financing and development of the Property, Developer filed an application for a tentative tract map (the "Initially Filed Tract Map "), that would have created one ground parcel and two airspace parcels (including one airspace parcel below grade for the subterranean parking garage), that would have allowed for the future buildings and a common area lot which includes surface and subterranean parking, driveways and drive aisles, landscaping and hardscape and other common improvements. The application for the Initially Filed Tract Map was designated by the City as Tentative Tract Map No. 71974. F. On August 13, 2012, Developer submitted revisions to the proposed project to be developed under this Agreement. That revised plan is for the closure of 99 rent - controlled pads and redevelopment into a mixed use residential, production office and retail project that is more fully described in this Agreement. At the same time, Developer modified the Initially Filed Tract Map such that the modified tentative tract map would create two ground parcels and two airspace parcels; including one airspace parcel below grade for the subterranean parking garage and one airspace parcel above grade for Building C, that will allow for the future buildings and a common area lot which includes surface and subterranean parking, driveways and drive aisles, landscaping and hardscape and other common improvements. While the modified tentative tract map provided the option to include up to 216 condominium units within Ground Parcel 1, that option has been eliminated in the Tract Map, a copy of which is attached as Exhibit "L" to this Agreement. G. The Tract Map will include (a) Ground Parcel 1 on which will be allowed the future buildings and a common area lot which includes surface and subterranean parking, driveways and drive aisles, landscaping and hardscape and other common improvements and (b) the two airspace parcels described in Recital F above (collectively, the "Project Property "). Ground Parcel 2 on the Tract Map will preserve ten (10) existing Trailer park pads on such Ground Parcel 2 (the "Residual Parcel "). H. On November 27, 2007, Village Trailer Park, LLC, on behalf of Developer, and the City executed that certain Memorandum of Understanding (the "MOU "). Prior to execution of the MOU, on October 27, 2006, Developer delivered written notice (the "Closure Notice ") to the then - residents of the Property, which superseded a previous closure notice dated July 10, 2006, with the intention that the Closure Notice constituted the twelve month advance notice required by Section 798 subsection (g)(2) of the Mobilehome Residency Law (Civil Code §798 et seq.). I. As described in the MOU, Developer and the City did not agree whether Developer was required to obtain a so- called "removal permit" from the Santa Monica Rent Control Board prior to issuing the Closure Notice. Developer agreed in the MOU to pursue approval of this Agreement, while at the same time preserving Developer's claim that the Closure Notice was a valid and effective notice that conformed to the requirements of Section 798.56 subsection (g)(2) of the Mobilehome Residency Law. During the period between the execution of the MOU and the execution of this Agreement, the City has determined that each and every VTP Resident has received adequate notice of the pending change of use of the Property and that the public hearing preceding the execution of this Agreement constitute full compliance by Developer with the notification requirements for a change of use of the Property set forth in the 2 Mobilehome Residency Law, including without limitation, Civil Code Section 798.56, and Government Code Sections 65863.7 and 65863.8. J. In accordance with Government Code Sections 65863.8, the City has informed Developer of Developer's obligation to provide notices to the residents of the Property pursuant to Section 798.56 of the Civil Code. The City finds that Developer has complied in all respects with the City's requirements regarding notices to the residents of the Property of the pending closure of the mobilehome park. The City also finds that, prior to the date the City held a hearing on the Development Application, Developer has verified to the City's satisfaction that the residents and trailer or mobilehome owners at the Property have been so notified, in the manner prescribed by law and has thus complied with the requirements of Government Code Section 65863.8. K. City has prepared a report on the impact of the closure of the mobilehome park on the Property upon the residents of the mobilehome park to be displaced (the "Tenant Impact Report "). In accordance with Government Code Section 65863.7 subsection (a), the City finds that the Tenant Impact Report adequately addresses the availability of adequate replacement housing in mobilehome parks and relocation costs. L. The City finds that a copy of the Tenant Impact Report has been provided to a resident of each trailer or mobilehome in the mobilehome park at least 15 days prior to the date of the hearing to consider this Agreement, in accordance with Government Code Section 65863.7 subsection (b). M. The City has reviewed the Tenant Impact Report and, based upon the information in the Tenant Impact Report finds that the VTP Resident Relocation Plan set forth in Exhibit "K" attached hereto constitutes adequate mitigation of all adverse impacts of the closure of the mobilehome park on the Property, including the impacts on the ability of displaced mobilehome park residents to find adequate housing in a mobilehome park. N. On February 8, 2011, the City Council adopted Interim Ordinance Number 2345 ( "IZO ") establishing interim development procedures pending implementation of the LUCE through a revised Zoning Ordinance. On April 26, 2011, the City Council adopted Ordinance No. 2356 extending and amending Ordinance Number 2345. On February 28, 2012, the City Council adopted Ordinance Number 2394, further extending and amending Ordinance Number 2345. On August 28, 2012, the City Council adopted Ordinance Number 2407, further extending and amending Ordinance Number 2345. The IZO prohibits the issuance of permits for development projects which would constitute a Tier 2 or Tier 3 project as established pursuant to LUCE Chapter 2.1 or which would exceed 32 feet in height in the Mixed -Use Creative District as delineated in the Land Use Designation Map approved by the City Council on July 6, 2010 unless developed pursuant to a development agreement adopted in accordance with SMMC Chapter 9.48. Adoption of this Agreement will allow for the issuance of permits for the Project. O. Developer has paid all necessary costs and fees associated with the City's processing of the Development Application and this Agreement. P. The primary purpose of the Project is to provide the Mixed -Use Creative District with needed market rate and affordable residential units, including apartments as well as commercial space that will be developed as either creative office and /or production space and retail uses. 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 Project Property. Q. The City Council has determined that a development agreement is appropriate for the proposed development of the Project Property and to require the Developer to take steps to mitigate the adverse impacts of the mobilehome park closure pursuant to Government Code Section 65863.7(e). This Agreement will (1) eliminate uncertainty in planning for the Project and result in the orderly development of the Project Property, (2) assure installation of necessary improvements on the Project Property, (3) retain a 10 -unit mobilehome park on the Residual Parcel, (4) provide for public infrastructure and services appropriate to development of the Project, (5) preserve substantial City discretion in reviewing subsequent development of the Project Property, (6) secure for the City improvements that benefit the public, and (7) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted. R. 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 Project Property in accordance with this Agreement upon the welfare of the region. The Project will provide a number of significant project features, including without limitation the following: (1) providing 377 apartment units (including 99 rent- controlled units of which 41 shall be deed - restricted as Very Low Income Units) that will maximize housing opportunities near the future Metro Exposition Light Rail Line station, consisting of (a) 166 studio units; (b) 141 one - bedroom units; (c) 62 two- bedroom units; (d) 8 three - bedroom units; (2) up to 4,250 square feet of creative office / production space (that may be converted to retail space depending upon market conditions); (3) not less than 20,700 square feet of retail space; (4) improving traffic circulation through the construction of an extension to Pennsylvania Avenue and the construction of a new road on the Project Property; (5) increased on- street public parking spaces along the new road and along the Pennsylvania Avenue extension; (6) on -site, publically accessible courtyard /plaza areas and a pedestrian paseo that would connect through the site; (7) co- locate jobs, neighborhood serving commercial and housing on the same site to reduce vehicle trips; and (8) improving the aesthetics of the Project Property through the construction of new, well- designed buildings and enhanced landscaping. S. 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. T. On May 23, 2012, May 30, 2012, and on June 20, 2012, the City's Planning Commission held duly noticed public hearings on the Development Agreement. The Commission recommended that the City Council certify the environmental impact 13 report for the Project and approve the Development Agreement subject to recommendations regarding the relocation plan, project design, and community benefits U. On July 24, 2012, the City Council held a duly noticed public hearing on the Development Agreement and at such hearing the City considered the environmental impact report for the Project, this Agreement (as modified pursuant to recommendations by the Planning Commission), took public comment on the proposed project and instructed staff to consider certain issues regarding the proposed project, and continued the public hearing to a future date. V. In response, on August 8, 2012, Developer requested a continuance in order to consider project reconfiguration. W. On August 13, 2012, Developer submitted revised project plans. As a result, the City recirculated portion of the Final Environmental Impact report pursuant to CEQA Guidelines Section 15088.5. X. On November 13, 2012, the City Council held a duly noticed public hearing on a development agreement and at such hearing the City considered the environmental impact report for the Project, a previous version of this Agreement (the "November 2012 DA "), took public comment on the proposed project and requested that staff provide more information on certain issues regarding the proposed project, and continued the public hearing to November 14, 2012. Y. On November 14, 2012, the City Council held a duly noticed public hearing on the November 2012 DA and at such hearing the City certified the environmental impact report for the Project, the November 2012 DA, adopted resolutions adopting the Mitigation Monitoring Program and Statement of Overriding Considerations, and introduced Ordinance No. 2414 (CCS) for first reading, approving the November 2012 DA. Z. On November 27, 2012, the City Council voted to approve, on second reading, the November 2012 DA as a development agreement for Developer's proposed project; AA. On December 11, 2012, the City Council voted to reconsider and rescind its vote approving the November 2012 DA; BB. On January 7, 2013, Developer filed a lawsuit against the City, claiming, among other things, that the Council's action of December 11, 2012, was legally invalid, that the November 2012 DA remained in effect, and that the City had violated various legal rights of Developer, thereby entitling Developer to compensatory damages and attorney's fees; CC. On March 19, 2013, the City Council held a duly noticed public hearing, made findings that included, among others, that the environmental review completed for the November 2012 DA (including the certification of the environmental impact report) was also adequate environmental review for this Agreement, and the City Council introduced Ordinance No. for first reading, approving this Agreement. DD. On , 2013, the City Council adopted Ordinance No. approving this Agreement. NOW THEREFORE, in consideration for the covenants and conditions hereinafter set forth, the Parties hereto do hereby agree as follows: ARTICLE 1 The terms defined below have the meanings in this Agreement as set forth below unless the context otherwise requires: 1.1 "Affordable Units" means all Very Low Income Units in the Project. 1.2 "Agreement" means this Development Agreement entered into between the City and Developer as of the Effective Date. 1.3 "AMI" means the area median income published from time to time by the City's Department of Housing and Economic Development, based on the United States Department of Housing and Urban Development (HUD) estimate of income for a four - person household in for the Los Angeles -Long Beach Primary Metropolitan Statistical Area, as adjusted for the household size of the unit in question. 1.4 "ARB" means the City's Architectural Review Board. 1.5 "Building" means any of the three new buildings to be constructed as part of the project. 1.6 "City Council' means the City Council of the City of Santa Monica, or its designee. 1.7 "City General Plan" or "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. 1.8 "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. 1.9 "Effective Date" has the meaning set forth in Section 9.1 below. 0 1.10 "Floor Area" has the meaning given that term in Section 9.04.02.030.315 of the Zoning Ordinance; provided that subterranean space occupied by common rooms and other amenities available only to the residential tenants and owners of the Project, and storage areas shall not be included in the calculation of Floor Area, including without limitation for the purposes of determining whether improvements comply with the Maximum Floor Area limitation and in calculating Floor Area Ratio. The Parties acknowledge that the City is in the process of updating the Zoning Ordinance, and the Parties agree that, upon the City's adoption of the new Zoning Ordinance, the Developer may make a one -time election whether to have the definition of Floor Area have the meaning as contained in this Agreement or as contained in the City's new Zoning Ordinance. 1.11 "Floor Area Ratio" and FAR" means floor area ratio as defined in Section 9.04.02.030.320 of the Zoning Ordinance. 1.12 "Ground Parcel V means the ground parcel shown as Master Lot 1 on the Tract Map. Map. 1.13 "Ground Parcel 2" means the ground parcel shown as Lot 4 on the Tract 1.14 "Including" means "including, but not limited to." 1.15 "LEED© Rating System" means the Leadership in Energy and Environmental Design (LEED®) Green Building rating System for New Construction & Major Renovations adopted by the U.S. Green Building Council. 1.16 "Legal Action" means any action in law or equity. 1.17 "Maximum Floor Area" means 341,290 square feet of Floor Area. . 1.18 "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. 1.19 "Parties" mean both the City and Developer and "Party" means either the City or Developer, as applicable. 1.20 "Pedestrian- Oriented Design" has the meaning as defined in Section 9.04.10.02.440 of the Zoning Ordinance. 1.21 "Pedestrian- Oriented Use" has the meaning as defined in Section 9.04.02.030.65 of the Zoning Ordinance. 1.22 "Planning Director" means the Planning Director of the City of Santa Monica, or his or her designee. 1.23 "Project Plans" mean the plans for the Project that are attached to this Agreement as Exhibit `B." 1.24 "Project Property" means that portion of the Property to be developed pursuant to this Development Agreement, including Ground Parcel I and the airspace parcels, as defined in Recital G. 1.25 "Related /Santa Monica Village Affordable Units" means any affordable housing units located within the mixed use project now being constructed by an affiliate of the Related Companies, at the property in the City located on the north side of Ocean Avenue between Olympic Boulevard and Vicente Terrace. 1.26 "Rental Housing Units" mean the 377 for -rent residential apartment units to be developed on the Project property. 1.27 "Tract Map" means that certain tentative tract map number 71974, submitted for approval to the City together with this Agreement, a copy of which is attached as Exhibit "L" to this Agreement' 1.28 "Very Low Income Units" mean units set aside for Very Low Income households, as defined by SMMC, Section 9.56.020. 1.29 "VTP Resident' is a person who has a tenancy in the Property under a rental agreement as provided in California Civil Code Section 798.9. 1.30 "Zoning Ordinance" means the City of Santa Monica Comprehensive Land Use and Zoning Ordinance (Chapter 9.04 of the SMMC) and any applicable Interim Zoning Ordinance as the same are in effect on the Effective Date, is set forth in its entirety in Exhibit "E" (Planning and Zoning). 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; provide, 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 principal components: 2.2.1 Building A. Building A would contain approximately 48,570 gross square feet with a height from 46.5 to 57 feet. The ground floor would include approximately 7,280 square feet of commercial space. Portions of the ground floor and the second through fourth floors of Building A would be comprised of 46 for -rent market rate residential apartment units containing, in the aggregate, approximately 41,300 square feet of space. Building A will also include a rooftop deck with a pool, a gym and restroom facilities to serve as common area amenities for the residents of Buildings A, B and C. 2.2.2 Building B. Building B would contain approximately 167,290 gross square feet and range in height from 36 to 57 feet. The ground floor would include approximately 13,420 square feet of commercial space. Portions of the ground floor and the second through fifth floors of Building B would be comprised of 170 for -rent market rate residential apartment units containing, in the aggregate, approximately 153,880 square feet of space. Building B will also include a rooftop deck with multiple seating areas to serve as common area amenities for the residents of Buildings A, B and C. 2.2.3 Building C — Initial Construction. Building C would contain approximately 125,420 gross square feet and range in height from 36 to 57 feet. The ground floor would include approximately 4,250 square feet of commercial space. Portions of the ground floor and the second through fifth floors of Building C would be comprised of 161 for -rent residential apartment units, of which 62 units will be market rate without restriction and 99 units will be rent - controlled, of which 41 will be Affordable Units, containing, in the aggregate, approximately 121,170 square feet of space. Building C will also include a rooftop terrace overlooking Pennsylvania Avenue to serve as common area amenities for the residents of Buildings A, B and C. As set forth in the conditions of approval for the project (Exhibit "D "), no certificate of occupancy may be issued for Buildings A or B unless and until the construction of Building C is completed and Building C is issued a certificate of occupancy. 2.2.4 Building C — Additional Construction. The Building C described in Section 2.2.3 may be enlarged to include an additional 1,770 square feet of commercial space on the ground floor; provided that the roadway that includes the New Road (defined below in Section 2.6.2d)) is integrated with an expansion of the New Road to be constructed on the Adjacent Property (defined below in Section 2.6.2d)). 2.2.5 Commercial Space. The Project will contain, in the aggregate, approximately 24,940 square feet of non - residential, commercial space that will be comprised of 4,250 square feet of creative office /production space (provided that such space could be converted to retail space, depending on market conditions) and not less than 20,700 square feet of neighborhood- serving retail. 9,260 square feet of the neighborhood - serving retail space will front Colorado Avenue. 2.2.6 For -Rent Residential Units. The Rental Housing Units would be comprised of the following: (a) 278 market -rate apartment units without restriction; (b) 99 rent - controlled apartment units of which 41 shall be Affordable Units. The 41 Affordable Units that are for -rent apartments will be deed restricted as Very Low Income Units. The maximum allowable rents for the Very Low Income Units shall be as established annually by the City for all such affordable housing units in the City. The Affordable Units shall comply with the minimum square feet requirements for such Affordable Units set forth in SMMC Chapter 9.56. 2.2.7 Reserved. 2.2.8 Parking. A two - level, subterranean parking garage would contain no less than the number of parking spaces required by the Bergamot Area Plan, if adopted by the City prior to the date Developer submits an application for a building permit for the Project, or 635 spaces otherwise, and would contain no more than 799 spaces. The garage would be a single, integrated parking garage, serving the entire Project and providing some parking spaces for the benefit of the Residual Parcel (in accordance with the terms of this Agreement). Each Rental Housing Unit in the Project shall be offered at least one designated parking space in the Project, at the time the residential unit is leased unless unbundled in accordance with Section 2.6.2(m)(i)(9) of this Agreement. The parking garage may include not more than 140 tandem parking spaces on the lower level of the parking garage to serve all of the residential units in the Project, such that two parking stalls may be arranged as tandem stalls, as generally depicted on the Project Plans. The PI parking level shall not be permitted to have any tandem parking spaces. If the New Road is expanded pursuant to Section 2.6.2(d) below, then the New Road may include on- street public parking spaces to be located on the western boundary of the site. The Pennsylvania Avenue Extension may also include on- street public parking spaces. The public street parking spaces in the New Road or in the Pennsylvania Avenue Extension shall not be included in the Project's parking count. 40 of the subterranean parking spaces shall be subject to the easement in favor of the Residual Parcel required by Section 2.10 of this Agreement. 2.2.9 Plaza Areas. Courtyard /plaza areas and a pedestrian paseo will be provided within the Property. 2.2.10 Pennsylvania Avenue Extension. A portion of the Property will be improved with an extension of Pennsylvania Avenue that would be oriented east -west across the Property from Stanford Street to the westerly edge of the Property. This extension of Pennsylvania Avenue will be dedicated to the City in accordance with the terms of this Agreement. 2.2.11 New Road. A portion of the Property will be improved with a new road area that would be oriented north -south across the Property along the western border of the Property, from Colorado Avenue to the southerly edge of the Property. This road area will be dedicated to the City in accordance with the terms of this Agreement. 2.2.12 Deferral of Closure of 10 Space Mobilehome Park Remaining on the Residual Parcel. Developer shall allow ten trailer pads to remain on the Residual Parcel pursuant to the requirements of Section 2.6.2(n) below. 2.2.13 Resident Relocation Benefits. Prior to issuance of a building permit for the Project, Developer shall comply with those requirements of the VTP Resident Relocation Program set forth in Exhibit "K" attached hereto that can be completed 10 prior to commencement of construction of the Project. Developer shall comply with the remaining elements of the VTP Resident Relocation Program in accordance with the milestones set forth for such elements in Exhibit "K" attached hereto. 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 Projector any portion thereof shall not result in any loss or diminution of development rights, except upon expiration of Developer's vested rights pursuant to this Agreement, or the termination of this Agreement. 2.3.3 Notwithstanding any provision of this Section 2.3 to the contrary, Developer shall be required to implement all mitigation measures and conditions required under this Agreement in accordance with Exhibit "D" and the Tenant Relocation Plan set forth on Exhibit "K ". 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 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 11 significantly and adversely affect the public benefits associated with the Project. The Planning Director shall notify the Planning Commission in writing of any Minor Modifications approved pursuant to this Section 2.4.2. 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 "Major Modification" means the following: a) Reduction of any setback of the Project, as depicted on the Project Plans, if by such reduction the applicable setback would be less than is permitted in the applicable zoning district under the Zoning Ordinance in effect on the date such modification is applied for by more than twenty percent (20 %) of the dimension of such setback; b) Any change in use not consistent with the permitted uses defined in Section 2.5 below; C) Any increase in the number of residential dwelling units in excess of 377 dwelling units; d) Any reduction in the number of Affordable Units that are part of the Rental Housing Units; e) Any decrease in the neighborhood - serving retail component of the project below 20,700 square feet. f) Any decrease in the number of parking spaces such that the aggregate number of parking spaces in the Project, after such reduction, would be less than the minimum number of spaces established by the Bergamot Area Plan, if adopted by the City by the date Developer requests such Major Modification, or 635 otherwise. Additionally, any such request shall (i) be supported by a Developer - prepared written report that demonstrates that the proposed, reduced number of parking spaces will meet the Project's peak parking demand and (ii) Developer shall obtain the Planning Director's approval of such report. g) Any increase in the number of parking spaces above 799 parking spaces; h) Any material change in the number or location of curb cuts shown on the Project Plans; i) Any variation in the design, massing or building configuration, including but not limited to, floor area and building height, that renders such aspects out of substantial compliance with the Project Plans after ARB Approval; and 12 j) Any change that would materially reduce the community benefits as set forth in Section 2.6. 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, conditions, and mitigation measures 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 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 above; (iv) a tentative and final tract map that is prepared and approved at any time during the Term of this Agreement in accordance with the provisions of Chapter 9.20 of the Zoning Ordinance as the same exist on the date of this Agreement, provided that such tentative and final tract map is otherwise in substantial compliance with the development standards established by this Agreement; and (v) 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. 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). Notwithstanding anything to the contrary in Zoning Ordinance, the Tract Map shall remain valid for the Term of this Agreement, until final tract maps are recorded for the Property in accordance with the requirements of Chapter 9.20 of the Zoning Ordinance. 2.4.6 Foundation Only Building Permit. Section 8.08.070(b) of the Zoning Code allows for issuance of partial permits for portions of a structure. Developer may submit an application for a Foundation Only Permit, which application shall be processed according to the Division of Building and Safety's Foundation Only Permit policy (PT- 05 -03). 13 2.5 Permitted Uses. The Parties acknowledge that the City is in the process of updating the Zoning Ordinance, and the Parties agree that, upon the City's adoption of the new Zoning Ordinance, the Developer may make a one -time election whether to have the Permitted Uses as contained in this Agreement or as identified in the zoning district where the Project is located in the City's new zoning ordinance. Pursuant to this Agreement, Permitted Uses in the Project shall be as specified below: a) For -rent residential uses; b) Enclosed entertainment- related facilities including, without limitation, movie studios and production facilities, distribution facilities, editing facilities, catering facilities, printing facilities, post - production facilities, set construction facilities, sound studios, special effects facilities and other entertainment - related production operations; C) Broadcasting/communications, telecommunications facilities, and ancillary facilities customarily associated with and incidental to such production facilities, including, without limitation, facilities for broadcasting, transmitting, distributing, recording, receiving, editing, and creating broadcast/communications and telecommunications; d) On -site production facilities for advertising purposes; C) All uses customary or incidental to the production or distribution of motion pictures, electronic games, and all other forms of aural, audio /visual and /or multi -media products; f) Software and other computer - related production facilities; g) Internet and /or "web" based businesses such as internet service providers, search engine companies, social media companies, and the like; h) Neighborhood serving businesses such as restaurants, sidewalk cafes, yoga studios, fitness centers, and other activity -based businesses; and i) Small -scale general or specialty stores that furnish goods and services primarily to residents of the neighborhood; provided that the aggregate Floor Area for all retail uses does not exceed 24,940 square feet. j) Uses that are directly related to, supportive of, and ancillary to a permitted use ( "ancillary uses "), including without limitation storage areas for use by residential tenants or owners, administrative office, production management, marketing, promotion, licensing, acquisition, sales, leasing, financing, accounting, legal, professional services, creative services, transmission facilities, catering offices and kitchens; and subterranean parking for primary and ancillary uses. The Project may include up to 50% ancillary uses associated with primary permitted uses. General office uses that are not directly related to, or ancillary uses to a primary use of a building or suite, are prohibited. 14 2.5.1 Ground Floor Uses. Ground floor uses facing Colorado Avenue and New Road shall be Pedestrian- Oriented Uses. Ground floor uses facing Pennsylvania Avenue shall be Pedestrian- Oriented Uses or may be designed with Pedestrian - Oriented Design. 2.6 Significant Project Features and LUCE Community Benefits. This Agreement provides assurances that the significant project features and LUCE community benefits identified below in this Section 2.6 will be achieved and developed in accordance with the terms of this Agreement. 2.6.1 Sivnificant Project Features. Set forth below in this Section 2.6.1 are the project features that will be provided to the City, including without limitation: a) Increasing the supply of affordable housing units in the City through the inclusion in the Project of 41Affordable Units restricted to very low income households, consisting of 18 studio units, 15 one - bedroom units, 7 two - bedroom units, and I three bedroom unit, and the retention of ten trailer pads on the Residual Parcel pursuant to the requirements of Section 2.6.2(n) below, all of which in the aggregate are intended to exceed the 10% of total project units provision in the City's Affordable Housing Production Program; b) Increased tax revenues; C) Enhancing the Mixed Use Creative district with a well - designed mixed -use project; d) An estimated 976 new, temporary, design and construction jobs within the City; e) Reducing vehicle trips by implementing a TDM program that takes advantage of the future completion of the Expo Line and other modes of transportation that are alternatives to the automobile; t) 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 the Project shall achieve LEEDS certification at a minimum "Silver" level under the LEEDS Rating System (the "Sustainable Design Status ") from the Green Building Certification Institute (GBCI). The Project may achieve LEEDS certification through any LEEDS rating system for which the Project is eligible as determined by the GCBI, including LEED -New Construction, LEED -Core and Shell, LEED - Commercial interiors, LEED- Homes, or LEED - Schools, but excluding LEED- Existing Buildings, Operations & Maintenance. The Project shall register for the LEEDS rating system in effect at the time of application for review by the Architectural Review Board. 15 i) 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 2.6.1(1)(i): 1) Prior to the submission of plans for ARB review, Developer shall submit a preliminary checklist of anticipated LEED© credits (that shall be prepared by the LEED® accredited professional) for review by the City of Santa Monica Green Building Program Advisor. The Developer shall retain the services of a third party, independent individual designated to organize, lead, and review the completion of the process of verifying and documenting that a building and all of its systems and assemblies are planned, designed, installed, and tested to meet the owner's project requirements (the "Commissioning Authority "). Prior to issuance of a building permit, the Developer shall have the Commissioning Authority review the Owner's Project Requirements, the Basis of Design, and the Design Documents. 2) Prior to issuance of a final Certificate of Occupancy for the Project, the Developer shall demonstrate that the Project has achieved the Sustainable Design Status. 3) Notwithstanding the foregoing, if the Developer has not yet demonstrated 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 Project has achieved the Sustainable Design Status. ii) Approximately 1,500 square feet in the aggregate of photovoltaic panels shall be located on the roof of Building A, as well as the roofs of the gym and cabana structures that are part of Building A in accordance with the Project Plans. g) Shared Parking. In furtherance of the LUCE's shared parking policies, the Project shall implement the following provisions regarding shared parking spaces. At all times during the operation of the Project, Developer shall cause 218 of the parking spaces (the "Unreserved Spaces ") provided in the Project to be shared among (i) commercial visitors, all guests for residential units, and any commercial tenants and their employees and (ii) any residential occupant of the Project who desires to lease additional unreserved parking spaces in connection with his or her residential unit. The Unreserved Spaces shall be shared on a first -come, first- served basis. 30 of the spaces that are part of the parking easement in favor of the Residual Parcel, pursuant to Section 2.10 of this Agreement, may also be included in the Unreserved Spaces. However, any leases for those 30 spaces shall be terminated with 1 -week written notice from the Developer prior to the date that the Residual Parcel is developed with a project that requires off -site parking spaces. So long as there are a sufficient number of on -site parking spaces for residents, commercial tenants, and their respective guests and visitors, Developer may lease any unused on -site parking spaces from the Unreserved Spaces and 16 the Residential Unbundled Spaces ( "Excess Spaces ") to third parties in need of parking. Parking shall be charged at market rental rates established by Developer from time -to- time and in accordance with the following pricing parameters: hourly, daily, and monthly rates shall be noncompetitive with the price of comparable public transit fares and /or passes and ii) the City shall ensure compliance with this provision as part of the annual compliance report required as part of this Agreement. Prior to making any Excess Spaces available to third parties, (i) Developer shall obtain a written report by a traffic and parking engineering firm that demonstrates that Excess Spaces are not required to meet the Project's peak parking demand, and (ii) Developer shall obtain the Planning Director's approval of such report. Alternatively, Developer may seek City approval for any type of proposed shared parking arrangement in accordance with any City procedure in effect at the time Developer requests approval for a shared parking arrangement. h) Electrical Vehicle Conduit. Developer shall cause one of the subterranean levels of the parking garage in the Project to include electric panel capacity, conduit and stub -outs that will accept electric wiring to provide power to not less than 30 parking spaces. The panel capacity, conduit size and stub -outs shall be designed to allow for the simultaneous charging of 208/240 V 40 amp grounded AC electrical outlets to a minimum of 30 parking spaces. Until the Planning Director makes a determination, based on demonstrated demand by drivers of such vehicles, that some or all of the 30 parking spaces be restricted for electric or other alternative fueled vehicle use, the spaces may be utilized without regard to vehicle type at the Developer's sole and absolute discretion. i) Units. Developer shall comply with all applicable rent control rules and regulations established from time to time by the City's Rent Control Board, with respect to 99 of the Rental Housing Units in Building C. 2.6.2 LUCE Community Benefits. Set forth below in this Section 2.6.2 are the additional community benefits that will be provided by the Project. a) Enhanced Plaza Areas and Enhanced Walkway Areas. Developer shall construct the plaza areas and the walkway areas with enhanced landscaping throughout the Project that are identified on the Project Plans as either `Residential Open Space' (the "Residential Open Space ") or `General Open Space' (the "General Open Space "), all as depicted on "Exhibit G -3" attached hereto. The Residential Open Space and the General Open Space are sometimes collectively referred to as the "Public Use Areas." Developer, at its option, may also include in the Project a walking or jogging pathway through portions of the Project that may connect to similar paths on adjacent properties (the "Exercise Paths "). if and to the extent that the Exercise Paths are constructed as part of the Project, the Exercise Paths shall be considered part of the Public Use Areas. Developer shall make the Residential Open Space accessible to the public from 7:00 a.m. through 7:00 p.m. each day. Developer shall make the General Open Space accessible to the public from 7:00 a.m, through 10:00 p.m. each day. Except as approved by the Planning Director, which approval will not be unreasonably withheld 17 or delayed, no physical or visual barrier shall be used to limit access to Public Use Areas during the time periods designated for public access. The public use of the Public Use Areas 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 Areas by the public including walking, strolling, reading and other similar activity (with no obligation to buy any goods or services during such hours); 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 Areas by the public shall be permitted on the Public Use Areas. Developer shall have the right to impose and enforce reasonable rules and regulations regarding the use of the Public Use Areas by the public (the "Public Use Rules "); provided that the Planning Director may approve the Public Use Rules, which approval shall not be unreasonably withheld, conditioned or delayed. Developer may exclude individuals from the Public Use Areas who do not comply with such rules and regulations. The City agrees that the Public Use Areas and other open space set forth in the Project Plans satisfies the City's requirements for both public and private open space. If there are any inconsistencies between the Zoning Code and the open space requirements set forth in this Agreement, the open space requirements established by this Agreement shall prevail. b) Prohibited Activities on the Public Use Areas. The Public Use Rules may prohibit certain uses incompatible with the Project, 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) using sound amplifying equipment; or (v) engaging in any illegal, dangerous or other activity that Developer reasonably deems to be inconsistent with other uses in the Project or with the use of the Public Use Areas by other members of the public for the permitted purposes, such as excessive noise or boisterous activity, bicycle or skateboard riding, skating or similar activity, being intoxicated, having offensive bodily hygiene, having shopping carts or other wheeled conveyances (except for wheelchairs and baby strollers /carriages), and Developer shall retain the right to cause persons engaging in such conduct to be removed from the Project. Should any such persons refuse to leave the Project, they shall be deemed to be trespassing and be subject to arrest in accordance with applicable law. Developer shall be entitled to establish and post rules and regulations for use of the Public Use Areas consistent with the foregoing, which shall be subject to approval by the Planning Director, and which approval will not be unreasonably withheld or delayed. Nothing in this Agreement or in the Project Plans shall be deemed to mean that the Public Use Areas are public parks or are subject to legal requirements applicable to a public park or other public space. The Public Use Areas shall remain the private property of Developer with members of the public having only a license to occupy and use the Public Use Areas in a manner consistent with this Section 2.6.2(a) and (b). C) Pennsylvania Avenue Extension. Prior to issuance of a certificate of occupancy, Developer shall, at its sole cost and expense, dedicate, improve and complete construction of public street, from the easterly boundary of the Property to the westerly boundary of the Property, that would be the easterly extension of Pennsylvania Avenue (the "Pennsylvania Avenue Extension "), containing 18 approximately 20,290 square feet as depicted on Exhibit "G -1" attached hereto (such land area being referred to as the "Pennsylvania Avenue Extension Easement Area "). The roadway width will be sixty-two feet (62') wide for approximately the 238 lineal feet (238') of westerly most portion of the Pennsylvania Avenue Extension and the roadway will be forty -nine feet five inches (49' 5 ") wide for the remaining portion of the Pennsylvania Avenue Extension, as depicted on Exhibit "G -1 ". For that portion of the Pennsylvania Avenue Extension that will be sixty-two feet wide, Developer shall complete such portion including but not limited to all curbs, gutters and sidewalks in accordance with streetscape standards as established in the Bergamot Area Plan on both sides of such street. For that portion of the Pennsylvania Avenue Extension that will be forty -six and one -half feet wide, Developer shall complete such portion including but not limited to all curbs, gutters and sidewalks in accordance with streetscape standards as established in the Bergamot Area Plan on both sides of such street. The Pennsylvania Avenue Extension shall be dedicated, constructed, and completed in accordance with Condition of Approval No. 80 in Section B of Exhibit "D" to this Agreement and in accordance with the current regulations and codes governing the construction of public streets in the City. Developer shall dedicate to the City (i) the surface area of the Pennsylvania Avenue Extension Easement Area for public street purposes and (ii) the Pennsylvania Avenue Utility Corridors (as defined in Condition of Approval No. 80 in Section B of Exhibit "D" to this Agreement), while expressly reserving to Developer all other subterranean rights. The dedication of the surface portion of the Property contained within the Pennsylvania Avenue Extension Easement Area shall give the City the ability to install parking meters, fire hydrants, maintain street signage, and repair and maintain the roadway in accordance with applicable road maintenance standards within the City. Other than the City's right to use the Pennsylvania Avenue Utility Corridor, the dedication of the portion of the Property contained within the Pennsylvania Avenue Extension Easement Area shall not grant to the City any other rights below the surface of the street for the installation, repair or maintenance of any utility equipment or facilities, such as storm water, sewer, electricity, telephone or other uses. Following City's acceptance of the dedication of the Pennsylvania Avenue Extension Easement Area, Developer's subterranean use of the Pennsylvania Avenue Extension Easement Area shall not materially impact or interfere with the City's use of the surface of such area as a public street or the City's use of the Pennsylvania Avenue Utility Corridor. Prior to such acceptance, Developer shall have the exclusive right to use the Pennsylvania Avenue Extension Easement Area. If the Pennsylvania Avenue Extension Easement Area ever ceases to be used as a public street, the ownership of the Pennsylvania Avenue Extension Easement Area shall revert to Developer. d) New Road. Prior to issuance of a certificate of occupancy, Developer shall, at its sole cost and expense, dedicate, improve and complete construction of a twenty-two foot (22') wide roadway on the western border of the Property from Colorado Avenue to the southeasterly Property line (the "New Road "). The New Road would be comprised of one travel lane (from Colorado Boulevard southeasterly toward the southeasterly boundary of the Property) and sidewalks, but no parking lanes, and the New Road would provide access into the Property, all as depicted on Exhibit "G -2" (the "Primary Access Plan ") attached hereto. The twenty -two foot 19 (22') wide land area that contains approximately 14,080 square feet is referred to as the "New Road Easement Area ". The New Road Easement Area shall be completed by Developer constructing a roadway that will be approximately twenty -two (22') wide (that may include curbs, gutters and sidewalk) on the northeasterly side of the New Road, as generally depicted on the Primary Access Plan. The New Road also shall be constructed, and completed in accordance with Condition of Approval No. 81 in Section B of Exhibit "D" to this Agreement and in accordance with the current regulations and codes governing the construction of public streets in the City. Developer shall dedicate to the City (i) the surface area of the New Road Easement Area for public street purposes and (ii) the New Road Utility Corridors (as defined in Condition of Approval No. 81 in Section B of Exhibit "D" to this Agreement), while expressly reserving to Developer all other subterranean rights. The dedication of the surface portion of the Property contained within the New Road Easement Area shall give the City the ability to maintain street signage and repair and maintain the roadway in accordance with applicable road maintenance standards within the City. Other than the City's right to use the New Road Utility Corridor, the dedication of the portion of the Property contained within the New Road Easement Area shall not grant to the City any other rights below the surface of the street for the installation, repair or maintenance of any utility equipment or facilities, such as storm water, sewer, electricity, telephone or other uses. Following City's acceptance of the dedication of the New Road Easement Area, Developer's subterranean use of the New Road Easement Area shall not materially impact or interfere with the City's use of the surface of such area as a public street or the City's use of the New Road Utility Corridor. Prior to such acceptance, Developer shall have the exclusive right to use the New Road Easement Area. If the New Road Easement Area ever ceases to be used as a public street, the ownership of the New Road Easement Area shall revert to Developer. e) New Road — Cooperation with Adjacent Property. The property located at 2848 -2912 Colorado Avenue, situated directly to the southwest of the Property (the "Adjacent Property ") is under consideration for redevelopment. The proposed development for the Adjacent Property may also include the development of an extension of Pennsylvania Avenue through the Adjacent Property as well as a north -south roadway expansion of the New Road that would be developed as an integrated roadway together with the New Road, If Developer commences construction of the Project after the project on the Adjacent Property has completed construction of a roadway that is adjacent to the New Road Easement Area, then Developer shall cooperate with the City and the owner of the Adjacent Property to cause the construction of the expanded New Road to become part of the adjacent roadway improvements on the Adjacent Property, so that the two combined roadway improvement areas are up to sixty -two (62') wide from the north property line to the south property line; provided that the New Road Easement Area shall not be wider than twenty -two feet (22'). In addition, if such widening of the New Road occurs, the City shall work with the Adjacent Property owner to try and cause the Adjacent Property Owner to cooperate with Developer (at no cost or expense to Developer) so that Developer may improve and complete construction of New Road in accordance with streetscape standards adopted as part of the Bergamot Area Plan together with any roadway repair that may also be required at such time on the New Road Easement Area as may be required by the City. If Developer commences construction of 20 the Project after the project on the Adjacent Property has completed construction of a roadway that is adjacent to the New Road Easement Area, then Developer shall be obligated to do the following at no cost to Adjacent Property owner: (i) construct, and complete such roadway improvements on the Adjacent Property that are necessary to integrate the New Road with the other previously completed roadway improvements, all in accordance with Condition of Approval No. 81 in Section B of Exhibit "D" to this Agreement and in accordance with the then - current regulations and codes governing the construction of public streets in the City, and (ii) make any repairs that may be required to the project constructed on the Adjacent Property that may be required after completion of the Developer's roadway work. If owner of the Adjacent Property commences construction of an expanded street that would integrate the New Road after Developer has completed construction of the New Road, then Developer shall cooperate with the City and the owner of the Adjacent Property to cause the construction of the New Road to become part of the adjacent roadway improvements on the Adjacent Property, so that the two combined roadway improvement areas could be up to sixty -two feet (62') wide from the north property line to the south property line. In addition, if such widening of the New Road occurs, Developer shall provide any cooperation required (at no cost or expense to Developer) to allow the Adjacent Property owner to improve and complete construction of New Road in accordance with streetscape standards adopted as part of the Bergamot Area Plan together with any roadway repair that may also be required at such time on the New Road Easement Area as may be required by the City. The City shall cause the Adjacent Property owner to dedicate, construct, and complete roadway improvements on the Adjacent Property that will integrate the New Road in accordance with Condition of Approval No. 81 in Section B of Exhibit "D" to this Agreement and in accordance with the then - current regulations and codes governing the construction of public streets in the City. The City shall also cause the Adjacent Property owner, at no cost to Developer, to make any repairs that may be required to the Project as a result of such roadway work. 0 Childcare Subsidy. Prior to issuance of Certificate of Occupancy for the first building in the Project, Developer shall create a separate, interest - bearing trust fund and make a contribution in the amount of $179,000. The required childcare linkage fee that would otherwise be payable in accordance with Chapter 9.72 of the Zoning Ordinance is $174,000 is being voluntarily applied by the Developer towards the childcare subsidy. The contribution shall be made and distributed in accordance with an application process to be approved by the Planning Director. The contribution shall be used exclusively to provide subsidies to persons using childcare services in the City. When awarding childcare grants or subsidies, first priority should be given to low- income households with consideration given to family size, income and need. Subject to the foregoing, preference should be given to Pico Neighborhood residents. g) Contribution for Services for Senior and Disabled Persons and Families with Minor Children. Prior to the date on which Developer delivers the closure notice pursuant to Section 5.6.2 below, Developer shall create a separate, interest - bearing trust fund and make a contribution in the amount of $350,000. The contribution available in this trust fund shall be used exclusively to provide subsidies to entities 21 providing services in the City to seniors, disabled persons, and to families with minor children. The contribution available in this trust fund shall be distributed in accordance with a process, to be established by the Planning Director, whereby those entities that can provide services to persons entitled to relocation assistance under the Relocation Plan attached to this Agreement as Exhibit "K" (which persons are also seniors, disabled persons, and /or families with minor children), may make an application to receive distribution of the trust funds. When awarding grants or subsidies to the approved entities providing services, first priority should be given to entities that will provide the broadest range of services to address the needs of seniors, disabled persons, and families with minor children residing within the Village Trailer Park. h) Transportation Infrastructure Fee. On or before issuance of a building permit for the Project, Developer shall make a contribution to the City in the amount of $1,650,000, to be used by the City within five years thereafter, subject to extensions authorized pursuant to applicable law, for the purposes of helping fund capital improvements to transportation infrastructure that may include but not be limited to pedestrian network completion, bicycle facilities as guided by the Bicycle Action Plan, transit improvements, and automobile network improvements. i) Local Hiring. A local hiring program shall be provided in accordance with Exhibits "F -1" and "F -2 ". j) Bicycle Sharing Area. Developer shall provide a reasonable amount of space in the Public Use Area, not to exceed ten (10) feet in depth and twenty -five (25) feet in width, at a visible and accessible location on -site which is compatible with the operation of the Project, for a bicycle sharing program station in conjunction with any bicycle sharing program instituted by the City or another operator. Developer shall have the right to relocate the area made available for such bicycle sharing station from time to time so long as the new location continues to be visible from the street and of a similar size given the requirements of the bicycle sharing program. Any changes to size and location will require approval by the Planning Director. Developer shall have no obligation to fund or operate any such program or to keep any space available if no bicycle sharing system is implemented by the City or other operator. If the City requests that Developer install a bicycle sharing program station, such station may replace no more than 7 publically accessible bicycle rack spaces required in the "TDM Plan" (defined below in Section 2.6.2(m)); provided that Developer shall use its commercially reasonable efforts to relocate the publically accessible bicycle racks to another location on the Property. If relocation of the publically accessible bicycle racks on the Property is not feasible, then Developer shall cooperate with the City to install bicycle racks in the portions of the City's public right of way designated by the City. In such case, Developer shall be responsible to purchase and install bicycle racks in the public right of way, in a number equal to the publically accessible bicycle racks that were removed to accommodate the bicycle sharing program station. 22 k) Car Sharing Service. Developer shall, in the subterranean parking garage, make a car sharing service available within the Project with a minimum of two shared -use cars, if such a service is available from a third party provider on commercially reasonable terms including the rental rate to be paid to Developer for use of the parking spaces. Required parking spaces may be used for carshare vehicles. Developer shall propose a signage system to notify people of the location and availability of the carshare vehicles; the City Transportation Manager shall consider such request and may authorize the posting of signs within the public right -of -way to guide pedestrian and vehicular traffic to the carshare parking location. Location of carshare vehicles shall be determined by the Planning Director in consultation with the Developer, at such time as the carshare service provider has been selected. 1) Parking District Mana eg ment. The City intends to develop a parking district management program for the neighborhood surrounding the Property to allow for the shared use of parking spaces in the Project and on other properties. If the City implements a parking district management program that includes the Project site, Developer will participate in such program in a commercially reasonable manner and commensurate with the participation of the other projects that are within the parking district. m) Enhanced TDM Elements. The Transportation Demand Management Plan (the "TDM Plan ") set forth below includes elements of a transportation demand management plan required by the Zoning Ordinance. In addition, Developer shall provide those elements which exceed the requirements of the Zoning Ordinance. During operation of the Project, Developer shall comply with the requirements of the TDM Plan and shall make the TDM Plan available in the on -site information required in Section 2.6.2(m)(i)(6). i) TDM Measures Applicable to the Entire Project. 1) Peak Hour Trip Requirement. Developer shall take steps to cause the occupants of the Project to generate not more than 149 PM peak hour trips during the time period from S:OOPM to 7:OOPM (the "Peak Daily Trips "), as estimated for the Project in the August 13, 2012 recirculated portion of the Final Environmental Impact for the Project. Developer's failure to cause the actual number of PM peak hour trips during the time period from 5:OOPM to 7:OOPM to be less than 149 shall not constitute a default under this Agreement. 2) Annual Status Repo . Developer shall, beginning with the first annual reporting date assigned by the City, report on the TDM Plan. The report shall be submitted in accordance with a format established by the City and shall include information sufficient to determine compliance with all aspects of the TDM Plan required by this Section 2.6.2(m). 3) Annual Peak Daily Trips Monitoring. Developer shall, at least once each calendar year (commencing in the first full calendar year following the second anniversary of the final certificate of occupancy for the Project 23 is issued), conduct a two -day trip count survey at the Project, counting the number of vehicles entering and exiting the Project driveways, together with observation of vehicles picking up and /or dropping off persons entering or leaving the Project. The Project's two -day trip count survey shall be conducted during a normal consecutive two -day period (excluding weekends or holidays). At the same time that trip count survey occurs, Developer shall also conduct a one -day cordon count that positively counts all persons arriving to the project by foot, bicycle, and automobile. The counts shall be conducted by an independent third party, reasonably approved by the City. 4) PM Peak Trip Generation Measurement. Developer shall implement a key card entry system for on -site parking that will differentiate between residential, commercial, and off -site users. For purposes of calculating the PM Peak Trip Generation, the "Applicable Trips" means the aggregate counted number of vehicles during the entire two -day trip count survey that use a residential or commercial key card to enter or exit the garage during PM peak hours (5:OOPM to 7:OOPM) minus (a) off -site users entering and exiting during peak hours (who are excluded in an effort to encourage shared parking) and (b) vehicles entering or exiting the Project that are part of a car - sharing service or van pool. The Project's "PM Peak Trip Generation" shall be calculated as the quotient obtained by dividing the Applicable Trips by two (2). The Project's PM Peak Trip Generation shall be compared against the Peak Daily Trips. The "Excess Trips" means the number (if any) of the Project's PM Peak Trip Generation that are greater than the Peak Daily Trips. 5) Remedy for Exceeding Peak Hour Trip Requirement. If any annual trip count report (an "Event Year ") shows that the Project's PM Peak Trip Generation exceeds the Peak Daily Trips, then Developer shall propose modifications to the TDM program that Developer considers likely to allow the Project to achieve PM Peak Trip Generation that is less than the Peak Daily Trips by the date of the next annual trip count survey. Any such modifications to the TDM program shall be submitted to the City within 60 days of the annual trip count" report and shall be subject to the reasonable approval by the City's Planning Director as a Minor Modification. Such modifications to the TDM program shall be instituted by the Developer upon approval of the Minor Modification with a monitoring report to be submitted within 180 days in accordance with Section 2.6.2(m)(i)(3) and (44). If the Project's PM Peak Trip Generation continues to exceed the Peak Daily Trips, as reflected in the annual report for the calendar year after the Event Year, then (after consultation with the Planning Director), Developer shall propose additional modifications to the TDM program that Developer considers likely to allow the Project to achieve PM Peak Trip Generation that is less than the Peak Daily Trips by the date of the next annual trip count survey. Any such modifications to the TDM program shall be submitted to the City within 45 days of the annual trip count report and shall be subject to the reasonable approval by the City's Planning Director as a Minor Modification. Such modifications to the TDM program shall be instituted by the Developer upon approval of the Minor Modification with a monitoring report to be submitted every 180 days, in accordance with Section 2.6.2(m)(i)(3) and (4), until either a) Developer is able to demonstrate compliance with the Peak Hour Trip Requirement, or b) Developer has not been able to 24 demonstrate compliance with the Peak Hour Trip Requirement but has demonstrated that it has used good faith efforts to achieve compliance for four, 180 -day monitoring periods. 6) Transportation Demand Mana eg ment Association. Developer and building tenants shall participate in a Transportation Demand Management Association (TMA). As part of the LUCE Update process, the City has identified that a TMA should be established for the Bergamot area. TMAs would provide employees, businesses, visitors and residents of an area with resources to increase the amount of trips taken by transit, walking, bicycling, and ridesharing. The property owner shall attend organizational meetings, provide traffic demand data to the TMA, and make available information to its tenants relative to the services provided by the TMA. Developer shall make a one -time contribution prior to issuance of Certificate of Occupancy for the first building on -site in the amount of $50,000 towards the formation of the TMA. Developer will pay annual dues applied proportionally to all members of the TMA. At the discretion of the Developer to be approved by the Planning Director, elements incorporated under this TDM Plan may be incorporated into the TMA. 7) Transportation Information Center. Developer shall provide on -site information for employees, residents, and visitors about transportation reduction alternatives available to occupants of the project, such as the following: (i) guidance on public transit routes (including bus lines, light rail lines, bus fare programs, ride share programs, and shuttles) to and from the Project and bicycle facilities (including routes, rental locations, on -site bicycle racks and showers for use by tenants of the Project); (ii) walking and biking maps for visitors, which shall include but not be limited to information about local services and restaurants within walking distance of the Project; (iii) information regarding local rental housing agencies; (iv) coordination of vanpool and carpool formation; (v) the existence of any City- sponsored programs such as ride -to- work -week, ride share events, pit stop programs, and the like; and (vi) the availability at the time of such meeting of third party car - sharing services such as Nu -ride and Zim -ride. Developer may elect to provide this information on a website or other electronic media. 8) TDM Plan Coordinator. A TDM Plan Coordinator shall be designated for this Project by the Developer. The TDM Plan Coordinator shall manage all aspects of this TDM Plan and participate in City- sponsored workshops and information roundtables. As the Project is expected to be occupied by multiple users, including a large residential component, Developer shall participate in the Bergamot area TMA to encourage the implementation of TDM strategies for all occupants of the Project. The TDM Coordinator shall be responsible for making available information materials on options for alternative transportation modes and opportunities. In addition, transit fare media and day /month passes will be made available through the TDM Coordinator to employees, visitors, and residents during typical business hours. Developer shall inform residential tenants leasing units in Rental Housing Units that they may elect to forego their parking space in exchange for a subsidized transit pass. 25 9) Unbundled Parking — Commercial Tenants. Developer shall offer to lease the Unreserved Parking Spaces in the Project to commercial tenants separately from the commercial space. All commercial tenants of the Project may, at their option, enter into leases with limited or no parking spaces as part of their respective leases. If commercial tenants desire to lease parking, parking shall either be leased pursuant to a separate agreement or shown as a separate line item in the lease. Such parking shall be leased at market rates established by Developer from time -to -time. Not less frequently than once each calendar quarter, Developer shall deliver to the City's Transportation Management Office a list of those commercial tenants of the Project who occupy the Project under leases with reduced or no parking spaces. In order to reduce the potential for any parking impacts on surrounding neighborhoods, all commercial tenant occupants of the Project shall not be permitted to obtain Preferential Parking Permits from the City. 10) Unbundled Parking — Residential Tenants. All residential tenants of the Project shall be offered at least one parking space. Residential tenants leasing Rental Housing Units (but not tenants of the Affordable Units) may, at their option, enter into leases without a parking space as part of their respective leases. Parking shall be shown as a separate line item in the leases for Rental Housing Units, except for the Affordable Units. Each parking space leased to a residential tenant of a Rental Housing Unit shall be leased at market rates established by the Developer from time -to -time in accordance with Section 2.6.1(g). The calculation of monthly rent for Rental Housing Units shall be decreased by the line item amount for a parking space if a residential tenant declines a parking space in exchange for the subsidized transit pass required pursuant to Section 2.6.2(m)(iii)(1). Any parking spaces that are not leased by residential tenants ( "Residential Unbundled Spaces ") may be leased pursuant to Section 2.6.1(g) of this Agreement. Not less frequently than once each calendar quarter, Developer shall deliver to the City's Transportation Management Office a list of those residential tenants of the Project who occupy the Project under leases with reduced or no parking spaces. In order to reduce the potential for any parking impacts on surrounding neighborhoods, all residential tenant occupants of the Project shall not be permitted to obtain Preferential Parking Permits from the City with the exception for one -day guest parking passes. 11) Pedestrian Wa fig. The Developer shall provide and maintain a pedestrian wayfinding program directing employees, visitors, and residents to /from the project site and public bus transit, rail transit lines, and bicycle facilities. 12) Visitor Accessible Bicycle Racks. Developer shall provide short-term bicycle parking for 64 bikes for visitors of the Project. This guest bike parking shall be located on the ground floor of the Project and may be relocated from time to time as long as the bicycle parking remains on the ground floor. If short-term bicycle parking cannot be located on the ground floor, it may be located in the subterranean garage in a convenient location approved by the Planning Director. W 13) Secure Bicycle Storage for Employees. Developer shall provide secure long -term bicycle storage for employees in a secure convenient location approved by the Planning Director. This shall have a capacity for a minimum of 5 bicycles. For the purposes of this requirement, secure bicycle parking shall mean bicycle lockers, an attended cage, or a secure parking area. 14) Secure Bicycle Storage for Residential Tenants and Residential Owners. Developer shall provide secure long -term bicycle storage for residential tenants in a secure convenient location approved by the Planning Director. This shall have a capacity for a minimum of 377 bicycles, which racks and storage areas shall be for the exclusive use of the residential tenants occupying the Rental Housing Units. Developer shall provide at least one bicycle storage space for each Rental Housing Unit in the Project. The bicycle storage racks and spaces shall be available to the occupants of the Rental Housing Units even if such occupants do not lease a parking space pursuant to the unbundled parking element of the TDM Plan set forth above in Section 2.6.2(m)(i)(9). Developer shall also provide a "fix -it" station in the Project that occupants of the Project may use to repair and maintain their bicycles. 15) On -Site Shower and Locker Facilities. 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. ii) TDM Measures applicable to the commercial component only. 1) AVR Requirements. With respect only to the tenants of the commercial space in the Project (and their respective employees) (the "Commercial Occupants "), Developer shall use its commercially reasonable efforts to achieve an average vehicle ridership ( "AVR ") for the Commercial Occupants of at least 1.5 (the "AVR Goal ") by the second year after issuance of the Certificate of Occupancy for the Project. Chapter 9.16 of the Santa Monica Municipal Code shall govern how the AVR is calculated for the Commercial Occupants. Within six months after the Certificate of Occupancy is issued for the Project, Developer shall conduct a baseline survey of the AVR for the Project. Developer shall submit such baseline survey to the City at the time of submittal of the first annual compliance report for this Agreement, following the issuance of the Certificate of Occupancy, unless an alternative submittal date is approved by the Planning Director. Thereafter, the City shall monitor the TDM Plan performance as part of the City's Periodic Review for the Project. If, during any annual evaluation of the Project's employee trip reduction plan, the AVR Goal has not been achieved for the Project, then Developer shall propose modifications to the TDM Plan that Developer considers likely to achieve the AVR Goal 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. Developer's failure to achieve the AVR Goal shall not constitute a default under this Agreement so long as Developer is working cooperatively with the City to achieve compliance. 27 2) Annual AVR Monitoring. Developer shall conduct a baseline survey of the AVR for the Project, which shall be submitted to the City at the time of submittal of the first annual compliance report following the issuance of the Certificate of Occupancy, unless an alternative submittal date is approved by the Planning Director. Thereafter, the City shall monitor the TDM plan performance as part of the City's Periodic Review for the Project. If, during any annual evaluation of the Project's employee trip reduction plan, the proposed AVR is not obtained by the Project, then Developer shall propose modifications to the TDM program that Developer considers likely to achieve the proposed AVR by the date of the next annual evaluation of the Project's employee trip reduction plan. In addition, the City's Planning Director may recommend feasible modifications to the TDM. Developer's failure to achieve the applicable AVR standard will not constitute a breach or default under this Agreement and shall not give rise to the right of the City to terminate this Agreement; provided that Developer shall work cooperatively with the City to achieve compliance with the applicable AVR standard. Any of the modifications to the TDM proposed by Developer (or proposed by the Planning Director and agreed to by the Developer) to help the Project achieve the applicable AVR standard shall be subject to the reasonable approval by the City's Planning Director as a Minor Modification. The AVR for the Project shall be monitored each year during the term of this Agreement. 3) Transit Pass Subsidy for Commercial Tenants. All commercial tenants of the Project may, at their option, enter into leases with reduced employee parking spaces. The number of employee parking spaces may be reduced by as much as fifty percent (50 %) of the code required parking space for the applicable commercial space; provided that the commercial tenant provides fully subsidized monthly transit passes to the same percentage of employees as the percentage by which the parking spaces are reduced, and such passes are provided for the entire lease period during which reduced parking applies. For example, if the number of employee parking spaces is reduced by 25 %, then the commercial tenant shall provide fully subsidized monthly transit passes to 25% of their employees for the entire period. iii) TDM Measures applicable to the residential component only. 1) Transit Pass Subsidy for Rental Housing Units. Developer shall offer, in all lease or rental agreements with residential tenants in the Rental Housing Units, each tenant the option to receive from Developer a 50% subsidy for purchase of a single transit pass in consideration for such tenant relinquishing a parking space otherwise assigned and designated for his or her residential unit, except for tenants of Affordable Units who shall be eligible for the 50% single transit pass subsidy regardless of whether a parking space is relinquished. Developer shall only be required to subsidize one transit pass for each relinquished parking space, regardless of the number of persons who occupy the Rental Housing Unit. Developer shall only be required to subsidize one transit pass for each parking space assigned to the Affordable Unit, regardless of the number of persons who occupy the Affordable Unit. Developer shall provide a 50% subsidized transit pass to a tenant for the same period of time that the tenant relinquishes its parking space in the Project. 28 2) Transit Welcome Package for Residents. Developer shall provide all new residents of the residential component of the Project site with a Resident Transit Welcome Package (RTWP) on a per -unit basis. The RTWP at a minimum will include bus /rail transit route and bicycle facility information. 3) Workforce Housing Preference. In furtherance of the City's objective to improve the jobs/housing balance and to reduce total trip generation in the immediate area, the Developer shall implement a local preference marketing program wherein preferential leasing of residential units shall occur. Preference for available units shall be given first to employees within a reasonable walking distance (one -half mile) of the Project, second to first responders, such as firefighters, police officers, EMTs, nurses and other hospital workers, as well as teachers and other community serving employees, and third to employees that currently work within Santa Monica. iv) Changes to TDM Plan. Any of the modifications to the TDM Plan proposed by Developer (or proposed by the Planning Director and agreed to by the Developer) to help the Project achieve the Peak Hour Trip Requirements and AVR Goal shall be subject to the reasonable approval by the City's Planning Director as a Minor Modification. n) Agreement to Defer Closure of 10 Space Mobilehome Park Remaining on the Residual Parcel. Developer shall allow ten trailer pads to remain on the Residual Parcel for a period of up to ten years after the date of this Agreement; provided that Developer may seek to close or convert the residual mobilehome park if there are fewer than five pads with full time residents living on them, but in no event shall Developer seek to close or convert the Residual Parcel to another use before the fifth anniversary of the date of this Agreement, unless there are no full time residents remaining. Developer may seek to close or convert the Residual Parcel to another use at any time after the date that there are no full time residents remaining on the Residual Parcel. 2.7 Parking. The number of parking spaces provided in the Project shall be no more than 799, including up to forty percent (40 %) compact parking spaces. This Agreement and the Project Plans set forth the exclusive off - street parking requirements for the Project and supersede all other minimum space parking requirements under the Existing Regulations, including without limitation Part 9.04.10.08 of the Zoning Ordinance. 2.8 Design. a) Setbacks. Developer shall maintain the setbacks, if any, for the Project as set shown on the Project Plans. In the event that any inconsistencies exist between the Zoning Ordinance and the setbacks established by this Agreement, then the setbacks required by this Agreement shall prevail. 29 b) Building Height. The maximum height of the building shall be 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, if any, 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) Si na e. The location, size, materials, and color of any signage shall be reviewed by the ARB (or the Planning Commission on appeal) in accordance with the procedures set forth in Section 6.1 of this Agreement. All signs on the Project 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 "H ". Directional signs for vehicles shall be located at approaches to driveways as required by the City's Strategic Transportation Planning Division. I) Balconies. Balconies shall be provided in accordance with the Project Plans. 2.9 Tract Man. The Tract Map will create the Ground Parcel I and Ground Parcel 2 as two land parcels and two airspace parcels; including one airspace parcel below grade of Ground Parcel 1 for the subterranean parking garage (identified as Air Space Lot 3 on the Tract Map) and one airspace parcel above grade for Building C (identified as Air Space Lot 2 on the Tract Map), that will allow for the future buildings and a common area lot which includes surface and subterranean parking, driveways and drive aisles, landscaping and hardscape and other common improvements as described in Recital F above. Ground Parcel 2 on the Tract Map will allow Developer to preserve ten (10) existing trailer park pads on the Residual Parcel. The land area of Ground Parcel 1 shall be used to determine compliance with development standards, including, but not limited to Floor Area Ratio, setbacks, emergency access /egress and yards. The Tract Map will result in airspace subdivision with required parking, access, emergency egress and utilities to the proposed buildings and subterranean garage (airspace Lot 3) being provided within and across the land of Ground Parcel 1. Consequently, Developer shall record or cause to be recorded a covenant and reciprocal easement agreement in the form approved by the City Attorney that will assure that sufficient parking, necessary access and utilities will at all times be provided for each building on the Property in accordance with this Development Agreement. Ground Parcel 1, Ground Parcel 2, and airspace Lots 2 and 3 will become separate legal parcels following recordation of the final Tract Map. T11 2.10 Parking Easement in Favor of the Residual Parcel. Concurrently with the recordation of the final Tract Map, Developer shall record a parking easement against so much of the Property as may be required to grant a perpetual parking easement for 40 parking spaces for the benefit of the Residual Parcel. Such parking easement shall be in a form determined by Developer and reasonably acceptable to the Director. Such easement shall provide that 10 parking spaces are required to be made available to the ten space residual park under the easement prior to the date the ten trailer pads on the Residual Parcel are closed or converted to another use and the Residual Parcel is developed with a project that requires off -site parking spaces. 2.11 Contract With City. Developer hereby acknowledges that in issuing approving this Development Agreement for the Project, the City is waiving fees and taxes and modifying development standards otherwise applicable to the Project such as increasing unit density, reducing parking standards, and other property development standards. In exchange for such forms of assistance from the City, which are of financial benefit to the Developer, Developer has entered into this contract with the City and agreed to the other conditions of the Development Agreement, including the requirement included in this Agreement to provide and maintain 41 Affordable Units on the Project Property for occupancy by income qualified households. The parties agree and acknowledge that this is a contract providing forms of assistance to the Developer within the meaning of Civil Code Section 1954.52 (b) and Government Code Section 65915 et seq. 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 "F' 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 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 31 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 forty eighth (48th) full calendar month after the Effective Date; provided that the Outside Building Permit Issuance Date may be extended by applicable Excusable Delays and otherwise 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 additional month greater than four that the final ARB approval is delayed. At any time after the last day of the forty second (42 "d) full calendar month after the Effective Date (the "Extension Notice 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 Outside Building Permit Issuance Date maybe administratively extended not more than one time. The Planning Director may grant such extension if Developer can demonstrate substantial progress has been made towards obtaining a building permit and 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 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. ARTICLE 4 PROJECT FEES, EXACTIONS, MITIGATION AND CONDITIONS 4.1 Fees, Exactions, Mitigation Measures and Conditions. Except as expressly set forth in Section 2.6.2 (relating to Community Benefits) above, and in Section 4.2 (relating to modifications), and Section 5.2 (relating to Subsequent Code Changes) below, the City shall charge and impose only those fees, exactions, mitigation measures, conditions, and standards of construction set forth in this Agreement, including Exhibits "C ", "D" and "I" attached hereto, and no others. If any of the 32 mitigation measures or conditions set forth on Exhibit "D" is satisfied by others, Developer shall be deemed to have satisfied such measures or conditions. The City waives any right it may have to collect any fees or charges pursuant to Government Code Sections 65863.7 subdivision (g). 4.2 Conditions on Modifications. The City may impose fees, exactions, mitigation measures and conditions in connection with its approval of Minor or Major Modifications, provided that all fees, exactions, mitigation measures and conditions shall be in accordance with any applicable law. 4.3 Implementation of Mitigation Measures and Conditions of Approval. 4.3.1 Compliance with Mitigation Measures and Conditions of Approval. Developer shall be responsible for implementing the mitigation measures set forth in Section A of Exhibit "D" attached hereto, and Developer shall be responsible to adhere to the conditions of approval set forth in Section B of Exhibit "D" in accordance with the timelines established in Exhibit "D ". 4.3.2 Survival of Mitigation Measures and Conditions 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 mitigation measures and conditions of approval set forth in the attached Exhibit "D" and the tenant relocation plan set forth in the attached Exhibit "K" 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 for the life of the Project. Notwithstanding the above, the obligations set forth in Exhibit "K" shall survive the expiration or termination of this Agreement, even if the Developer does not proceed with construction of the Project, and shall remain binding on Developer, its successors and assigns. 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 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 33 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 ARTICLE 2 of this Agreement. b) "Subsequent Code Changes" collectively means all of the following which are adopted or approved subsequent to the Effective Date, whether such adoption or approval is by the City Council, any department, division, office, board, commission or other agency of the City, by the people of the City through charter amendment, referendum, initiative or other ballot measure, or by any other method or procedure: (i) any amendments, revisions, additions or deletions to the Existing Regulations; or (ii) new codes, ordinances, rules, regulations, standards, specifications and official policies of the City governing or affecting the grading, design, development, construction, occupancy or use of buildings or improvements or any exactions therefor. "Subsequent Code Changes" includes, without limitation, any amendments, revisions or additions to the Existing Regulations imposing or requiring the payment of any fee, special assessment or tax. 5.1.2 Existing Regulations Govern the Project. Except as provided in Section 5.2, development of the Buildings and improvements that will comprise the Project, including without limitation, the development standards for the demolition, grading, design, development, construction, occupancy or use of such Buildings and 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, 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 Section 2.4.2 and Section 2.4.3 above; (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 34 and building inspection fees for work on the Property in effect at the time an application for a grading permit or building permit is applied for; and (iii) the public works plan check fee and public works inspection fee for public improvements constructed and installed by Developer and (iv) fees for monitoring compliance with any development approvals, or any environmental impact mitigation measures; provided that such fees and charges are uniformly imposed by the City at similar stages of project development on all similar applications and for all similar monitoring. b) General or special taxes, including, but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to the 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 Mixed -Use Creative District (as defined in the City's General Plan as of the Effective Date). C) Procedural regulations relating to hearing bodies, petitions, applications, notices, documentation of findings, records, manner in which hearings are conducted, reports, recommendations, initiation of appeals, and any other matters of procedure; provided such regulations are uniformly imposed by the City on all matters, do not result in any unreasonable decision - making delays and do not affect the 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(g), regulations which impair Developer's rights or approvals include, but are not limited to, regulations which (i) materially increase the cost of the Project (except as provided in Section 5.2.1(a), (b), and (d) above), or (ii) which would materially delay development of 35 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. 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 (1984) 37 Cal3d 465, 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, residential units that can be built each year on the Property except as expressly provided in this Agreement. 5.6 Process for Closure of Village Trailer Park. Developer shall complete all of the steps set forth below in this Section 5.6 prior to closing the mobilehome park now 36 located at the Project Property. Developer shall comply with the Tenant Relocation Plan set forth on Exhibit "K '. Notwithstanding anything in this Section 5.6 to the contrary, in the event this Development Agreement is rendered ineffective or invalidated by court order as a result of a legal challenge or for other valid reason, Developer does not waive or relinquish any rights it may have under the Closure Notice that Developer delivered prior to the execution of the MOU. 5.6.1 Developer may not give the six months' written notice of termination of tenancy required by Civil Code Section 798.56(g)(2) and Section 5.6.2 below until the effective date of the Removal Permit issued by the Santa Monica Rent Control Board for the Project Property. 5.6.2 After the effective date of the Removal Permit issued by the Santa Monica Rent Control Board for the Project Property, any steps taken by Developer to terminate the tenancy of occupants of the Property shall comply with the applicable sections of the Mobilehome Residency Law, including the six months' written notice requirement of Civil Code Section 798.56(g)(2), which permits a change of use in connection with applicable local government permits. 5.6.3 Developer may not close portions of the mobilehome park now located at the Project Property earlier than six (6) months after the date of the notice issued under Section 5.6.2 above. 5.6.4 Developer shall implement the Tenant Relocation Plan set forth on Exhibit "K" for all VTP residents of the portions of the mobilehome park now located on the Project Property. 5.6.5 Nothing in this Agreement shall be construed as a legal requirement imposed by the City pursuant to its police power to terminate existing tenancies at the Village Trailer Park. 5.7 Operation of the Existing Mobilehome Park Prior to Closure. Developer acknowledges and agrees that, until the date that Developer has closed that portion of the mobilehome park now located on the Project Property, Developer is required to continue to operate the existing mobilehome park in compliance with all applicable laws, codes, ordinances, and regulations. 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 37 the fundamental development standards established by this Agreement. For example, the ARB cannot require reduction in the overall height of the buildings, reduction in the number of stories in the buildings, reduction in density, or reduction in floor area greater than two percent (2.0 %) from each building. Decisions of the ARB are appealable to the Planning Commission in accordance with the Existing Regulations. ARTICLE 7 CITY TECHNICAL PERMITS 7.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: 7.1.1 "Technical City Permits" means any Ministerial Approvals, consents or permits from the City or any office, board, commission, department, division or agency of the City, which are necessary for the actual construction of the Project or any portion thereof in accordance with the Project Site Plan and this Agreement. Technical City Permits include, without limitation (a) building permits, (b) related mechanical, electrical, plumbing and other technical permits, (c) demolition, excavation and grading permits, (d) encroachment permits, and (e) temporary and final certificates of occupancy. 7.1.2 "Technical Permit Applications" means any applications required to be filed by Developer for any Technical City Permits. 7.2 Diligent Action by City. 7.2.1 Upon satisfaction of the conditions set forth in Section 7.3, the City shall accept the Technical Permit Applications filed by Developer with the City and shall diligently proceed to process such Technical Permit Applications to completion. 7.2.2 Upon satisfaction of the conditions set forth in Section 7.3, the City shall diligently issue the Technical City Permits which are the subject of the Technical Permit Applications. 7.3 Conditions for Diligent Action by the City. 7.3.1 Acceptance and Processing of Technical Permit Applications. The obligation of the City to accept and diligently process the Technical Permit Applications which are filed by Developer, and then issue the Technical City Permits, is subject to the satisfaction of the following conditions: a) Developer shall have completed and filed all Technical Permit Applications which are required under the administrative procedures and policies of the City which are in effect on the date when the Technical Permit Application is filed; 03 provided that such procedures and policies are uniformly in force and effect throughout the City; b) Developer shall have paid all processing and permit fees established by the City in connection with the filing and processing of any Technical Permit Application which are in effect on the date when the Technical Permit Application is filed; provided that such fees are uniformly in force and effect throughout the City; and C) If required for the particular Technical Permit Application, Developer shall have obtained the approval of the ARB referred to in Section 6.1 above. 7.3.2 Issuance of a Technical City Permit. The obligation of the City to issue a Technical City Permit which is the subject of a Technical Permit Application filed by Developer is subject to the satisfaction of the following conditions (and only such conditions and no others): a) Developer shall have complied with all of its obligations under this Agreement which are required to be performed prior to or concurrent with the issuance of the Technical City Permits for the proposed Buildings; b) Developer shall have received any permits or approvals from other governmental agencies which are required by law to be issued prior to or concurrent with the issuance of the Technical City Permits for the proposed Buildings; c) The proposed Buildings conform to the development standards for such Buildings established in this Agreement. In the event that a proposed Building is not in conformance with the development standards, Developer shall have the right to seek any relief from such standards under the procedures then available in the City; and d) The proposed Buildings conform to the Administrative and Technical Construction Codes of the City (Article VIII, Chapter 1 of the Santa Monica Municipal Code) (the "Technical Codes ") in effect on the date that the Technical Permit Application is filed. 7.3.3 New Technical Requirements. From time to time, the City's Technical Codes are amended to meet new technical requirements related to techniques of building and construction. If the sole means of achieving compliance for the Project with such revisions to the Technical Codes made after the Effective Date ( "New Technical Requirements ") would require an increase from the allowable Building Height established in this Agreement for the Project, then the Planning Director is hereby authorized to grant Developer limited relief from the allowable Building Height without amending this Agreement if the requested relief is in compliance with the City's General Plan. Any such approval shall be granted only after the Planning Director's receipt of a written request for such relief from Developer. Developer is required to supply the Planning Director with written documentation of the fact that compliance with the New Technical Requirements cannot be achieved by some other method. Any such relief shall Im only be granted to the extent necessary in the Planning Director's determination for Developer to comply with the New Technical Requirements. 7:4 Duration of Technical City Permits. The duration of Technical City Permits issued by the City, and any extensions of the time period during which such Technical City Permits remain valid, shall be established in accordance with the Technical Codes in effect at the time that the Technical City Permits are issued. Subject to the terms of the next sentence, the lapse or expiration of a Technical City Permit shall 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. 9.2.1 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. 40 9.2.2 Termination Certificate. Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a "Termination Certificate "), which shall be recorded in the official records of Los Angeles County. 9.2.3 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 ARTICLE 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. The written report shall be provided in the form established by the City. 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 I L I 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 below, and Developer shall have the opportunity to cure the default identified in the Notice of 41 Breach during the cure periods and in the manner provided by Section 11.2 and Section 11.3, as applicable. 10.5 Failure of Periodic Review. The City's failure to review at least annually compliance by Developer with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement. 10.6 Termination of Development Agreement. If Developer fails to timely cure any item(s) 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 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 ARTICLE 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 42 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. 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 43 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: 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) for any non - monetary default hereunder a; 44 (b) arising out of or connected with any dispute, controversy or issue regarding; (c) the application or interpretation or effect of the provisions of this Agreement. The City and Developer agree that the provisions of this Section 113.6 do not apply for damages which: (a) are for a monetary default; or (b) do not arise out of or which are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Agreement to or the application of, any City rules, regulations, or official policies. 11.3.7 No Other Limitations. Except as expressly set forth in this Section 11.3, the provisions of this Section 11.3 shall not otherwise limit any other rights, remedies, or causes, of action that either the City or Developer may have at law or equity after the occurrence of any Event of Non - Monetary Default. 11.4 Modification or Termination of Agreement by City. 11.4.1 Default by Develoyeer. 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 (3 1) 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 45 Lender, if applicable) has not cured (within the applicable cure periods) the acts or omissions that constitute the basis of the determination under clause (i) above or if those acts or omissions could not be reasonably remedied prior to the public hearing that Developer (or the Secured Lender) has not in good faith commenced to cure or correct such acts or omissions prior to the public hearing or is not diligently and continuously proceeding therewith to completion, then upon making such conclusions, the City Council may modify or terminate this Agreement. The City cannot unilaterally modify the provisions of this Agreement pursuant to this Section 11.4. Any such modification requires the written consent of Developer. If the City Council does not terminate this Agreement; but proposes a modification to this Agreement as a result of the public hearing and Developer does not (within five (5) days of receipt) execute and deliver to the City the form of modification of this Agreement submitted to Developer by the City, then the City Council may elect to terminate this Agreement at any time after the sixth day after Developer's receipt of such proposed modification. 11.5 Cessation of 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, 11.3, 11.4, and 11.5, if prior to termination of this Agreement, Developer has performed substantial work and incurred substantial liabilities in good faith reliance upon a building permit issued by the City, then Developer shall have acquired a vested right to complete construction of the Buildings in accordance with the terms of the building permit and occupy or use each such Building upon completion for the uses permitted for that Building as provided in this Agreement. Any Building completed or occupied pursuant to this Section 11.6 shall be considered legal non - conforming subject to all City ordinances standards and policies as they then exist governing legal non- conforming buildings and uses unless the Building otherwise complies with the property development standards for the district in which it is located and the use is otherwise permitted or conditionally permitted in the district. 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 Pronertv shall he entitled to the riahtq and nrivileaaq qr t 46 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. 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 47 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, 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. This Agreement shall not be severable from Developer's interest in the Property and any 48 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 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 J" attached hereto (the "Assumption Agreement "). Upon such transfer of the Property and the express assumption of Developer's obligations under this Agreement by the transferee, the City agrees to look solely to the transferee for compliance with the provisions of this Agreement. Any such transferee shall be entitled to the benefits of this Agreement as "Developer" hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13.1, provided that the transferor shall not be released from its obligations hereunder unless and until the executed Assumption Agreement is delivered to the City. ARTICLE 14 INDEMNITY TO CITY 14.1 Indemnity. Developer agrees to and shall defend, indemnify and hold harmless the City, its City Council, boards and commissions, officers, agents, employees, volunteers and other representatives (collectively referred to as "City Indemnified Parties ") from and against any and all loss, liability, damages, cost, expense, claims, demands, suits, attorney's fees and judgments (collectively referred to as "Damages "), including but not limited to claims for damage for personal injury (including death) and claims for property damage arising directly or indirectly from the following: (1) for any 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 49 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. ARTICLE 15 GENERAL PROVISIONS 15.1 Notices. Formal notices, demands and communications between the Parties shall be deemed sufficiently given if delivered to the principal offices of the City or Developer, as applicable, by (i) personal service, or (ii) express mail, Federal Express, or other similar overnight mail or courier service, regularly providing proof of delivery, or (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv) facsimile (provided that any notice delivered by facsimile is followed by a separate notice sent within twenty -four (24) hours after the transmission by facsimile delivered in one of the other manners specified above). Such notice shall be addressed as follows: To City: City of Santa Monica 1685 Main Street, Room 204 Santa Monica, CA 90401 Attention: City Manager Fax: (310) 917 -6640 With a Copy to: City of Santa Monica 1685 Main Street, Room 212 Santa Monica, CA 90401 Attn: Planning and Community Development Director Fax: (310)458 -3380 Om To Developer: The Luzzatto Company, Inc. 3110 Main Street, Suite 200 Santa Monica, CA 90405 Attn: Marc Luzzatto Fax: (310) 829 -7151 Notice given in any other manner shall be effective when received by the addressee. Any Party may change the addresses for delivery of notices to such Party by delivering notice to the other Party in accordance with this provision. 15.2 Entire Agreement; Conflicts. This Agreement represents the entire agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Should any or all of the provisions of this Agreement be found to be in conflict with any other provision or provisions found in the Existing Regulations, then the provisions of this Agreement shall prevail. Should any of the Conditions of Approval set forth in Section B of Exhibit "D" attached hereto conflict with any of the Mitigation Measures set forth in Section A of Exhibit "D" attached hereto, the more stringent or exacting requirement shall control. 15.3 Binding Effect. The Panties intend that the provisions of this Agreement shall constitute covenants which shall run with the land comprising the Property during the Term for the benefit thereof and that the burdens and benefits thereof shall bind and inure to the benefit of all successors -in- interest to the Parties hereto. Every Party who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Project during the Term is and shall be conclusively deemed to have consented and agreed to every provision contained herein, to the extent relevant to said right, title or 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 51 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. 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 52 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 I) 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. 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 53 actually paid by it to third Parties. The fair market value of the legal services for public attorneys shall be determined by utilizing the prevailing billing rates of comparable private attorneys. 15.12 Recordation. The Parties shall cause this Agreement to be recorded against title to the Property in the Official Records of the County of Los Angeles. The cost, if any, of recording this Agreement shall be borne by Developer. 15.13 No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and referring expressly to this Section 15.13. No delay or omission by either Party in exercising any right or power accruing upon non - compliance or failure to perform by the other Party under any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof, except as expressly provided herein. No waiver by either Party of any of the covenants or conditions to be performed by the other Party shall be construed or deemed a waiver of any succeeding breach or nonperformance of the same or other covenants and conditions hereof of this Agreement. 15.14 Construction of this Agreement. The Parties agree that each Party and its legal counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. 15.15 Other 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 Sian 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 :YG! 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 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 15.8.1c), 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. 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 the Property Exhibit `B" Project Plans Exhibit "C" Permitted Fees and Exactions Exhibit "D" Mitigation Measures and Conditions of Approval 651 Exhibit "E" SMMC Article 9 (Planning and Zoning) Exhibit "F -1" Local Hiring Program for Construction Exhibit "F -2" Local Hiring Program for Permanent Employment Exhibit "G -1" Pennsylvania Avenue Extension Easement Area Exhibit "G -2" New Road Easement Area Exhibit "G -3" Public Use Areas Exhibit "H" Santa Monica Sign Code Exhibit "I" Construction Mitigation Plan Exhibit "J" Assignment and Assumption Agreement Exhibit "K" VTP Resident Relocation Program Exhibit "L" Tract Map Except as to the Project Plans (attached hereto as Exhibit `B ") which shall be treated in accordance with Section 23 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 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 56 Developer, which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by the City and Developer. Operating memoranda are not intended to and cannot constitute an amendment to this Agreement but mere ministerial clarifications, therefore public notices and hearings shall not be required for any operating memorandum. The City Attorney shall be authorized, upon consultation with, and approval of, Developer, to determine whether a requested clarification may be effectuated pursuant to the execution and delivery of an operating memorandum or whether the requested clarification is of such character to constitute an amendment of this Agreement which requires compliance with the provisions of Section 8.1 above. The authority to enter into such operating memoranda is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any operating memoranda hereunder without further action by the City Council. 15.22 Acknowledgments, Agreements and Assurance on the Part of Developer. 15.22.1 Developer's Faithful Performance. The Parties acknowledge and agree that Developer's faithful performance in developing the Project on the Property and in constructing and installing certain public improvements pursuant to this Agreement and complying with the Existing Regulations will fulfill substantial public needs. The City acknowledges and agrees that there is good and valuable consideration to the City resulting from Developer's assurances and faithful performance thereof and that same is in balance with the benefits conferred by the City on the Project. The Parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable. Developer acknowledges that the consideration is reasonably related to the type and extent of the impacts of the Project on the community and the Property, and further acknowledges that the consideration is necessary to mitigate the direct and indirect impacts caused by Developer on the Property. 15.22.2 Obligations to be Non - Recourse. As a material element of this Agreement, and in partial consideration for Developer's execution of this Agreement, the Parties each understand and agree that the City's remedies for breach of the obligations of Developer under this Agreement shall be limited as described in Sections 11.2 through 11.4 above. 15.23 Not a Public Dedication. Except for the dedications to be made by Developer pursuant to Section 2.6, nothing in this Agreement shall be deemed to be a gift or dedication of the Property, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property. Developer shall have the right to prevent or prohibit the use of the Property, or the Project, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose inimical to the development of the Project, including without limitation to prevent any person or entity from obtaining or 57 accruing any prescriptive or other right to use the Property or the Project. Any portion of the Property to be conveyed to the City by Developer as provided in this Agreement, shall be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City shall not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Property that would deprive Developer of the material benefits of this Agreement or would materially and unreasonably interfere with the development of the Project as contemplated by this Agreement. 15.24 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. {signatures on nextpage} 58 This Agreement is executed by the Parties on the date first set forth below and is made effective on and as of the Effective Date. DATED: , 2013 DEVELOPER: VILLAGE TRAILER PARK, LLC, a California limited liability company a Tenant in Common as to a 50% interest By: Name: Title: VILLAGE TRAILER PARK, a California corporation a Tenant in Common as to a 50% interest By: Name: Title: CITY: CITY OF SANTA MONICA, a municipal corporation By: Name: Title: ATTEST: By: Name: City Clerk APPROVED AS TO FORM: By: Name: City Attorney Signature page 1 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Los Angeles, State of California, described as follows: PARCEL 1: THE SOUTHEASTERLY HALF OF THAT PORTION OF LOT 5 IN BLOCK 200 OF THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 5; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT, A DISTANCE OF 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT, A DISTANCE OF 137.50 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE SAID NORTHEASTERLY LINE THEREOF, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 85 FEET OF SAID LOT; THENCE NORTHEASTERLY ALONG SAID LAST MENTIONED NORTHWESTERLY LINE, A DISTANCE OF 137.50 FEET, MORE OR LESS, TO THE SAID NORTHEASTERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 355 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THE NORTHEASTERLY 25 FEET THEREOF, AS DESCRIBED IN THE DEED TO THE CITY OF SANTA MONICA, A MUNICIPAL CORPORATION, RECORDED AUGUST 11, 1955 AS INSTRUMENT NO. 414, OFFICIAL RECORDS. PARCEL 2: THOSE PORTIONS OF LOTS 4 AND 5, IN BLOCK 200, OF THE TOWN OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGES 45 ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 120.00 FEET OF SAID LOT 4 WITH THE NORTHWESTERLY LINE OF SAID LOT 4; THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE 110.40 FEET; THENCE SOUTHEASTERLY, AT RIGHT Exhibit A Page I ANGLES TO SAID NORTHWESTERLY LINE, 120.00 FEET; THENCE NORTHEASTERLY, PARALLEL WITH SAID NORTHWESTERLY LINE, 79.88 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY 519.85 FEET, MORE OR LESS,- IN A DIRECT LINE TO A POINT IN THE SOUTHEASTERLY LINE OF SAID LOT 4 DISTANT SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE 28.77 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE NORTHEASTERLY, ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 4 AND 5, A DISTANCE OF 232.46 FEET, MORE OR LESS, TO THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 137.50 FEET OF SAID LOT 5; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 640.00 FEET, MORE OR LESS, TO THE NORTHWESTERLY LINE OF SAID LOT 5; THENCE SOUTHWESTERLY, ALONG THE NORTHWESTERLY LINES OF SAID LOTS 4 AND 5; A DISTANCE OF 232.32 FEET, MORE OR LESS, TO A LINE THAT IS DRAWN AT RIGHT ANGLES TO THE NORTHWESTERLY LINE OF SAID LOT 4 AND THAT PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY ALONG SAID LINE SO DRAWN, 120.00 FEET TO THE TRUE POINT OF BEGINNING. Exhibit A Page 2 EXHIBIT "B" PROJECT PLANS On file with City of Santa Monica Exhibit B Page 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). WAIVED. • 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; provided that Developer shall not be obligated to pay the Childcare Linkage Fee to the City, rather, the payment by Developer of the contribution in Section 2.6.2f) of this Agreement shall constitute the Developer's full satisfaction of this fee payment obligation. • Cultural Arts Fee reduced to $100,000 (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. Exhibit C Page 1 (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) C Utility Excavation Permit fee (SMMC 7.04.010) (EPWM) • Street Permit fee (SMMC 7.04.790) (EPWM) The Developer shall reimburse the City for its actual costs to monitor environmental mitigation measures. The City shall bill the developer for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developer shall submit payment to the City within 30 days. 4. Developer shall reimburse the City for its ongoing actual costs to monitor the project's compliance with this Development Agreement. The City shall bill Developer for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developer shall submit payment to the City within 30 days. Exhibit C Page 2 EXHIBIT "D" MITIGATION MEASURES AND CONDITIONS OF APPROVAL Exhibit Page I SECTION A - MITIGATION MEASURES 1. BR1 Prior to removal, trees on the project site will be inspected for bird nests by a qualified biologist. Inspection of the trees shall occur prior to the typical breeding /nesting season (March lst through August 30th). If nesting is observed, the biologist shall recommend a buffer area with a specified radius to be established, within which no disturbance or intrusion shall be allowed until the young had fledged and left the nest or it is determined by the monitoring biologist that the nest has failed. If no nesting is observe, trees to be removed from within the project site shall be netted to prevent birds from inhabiting the trees prior to removal and construction. 2. COM The construction contractor shall utilize super - compliant architectural coatings as defined by the SCAQMD (VOC standard of less than ten grams per liter ) 3. CON2 Water or a stabilizing agent shall be applied to exposed surfaces at least two times per day to prevent generation of dust plumes. 4. CON3 The construction contractor shall utilize at least one of the following measures at each vehicle egress from the project site to a paved public road: • Install a pad consisting of washed gravel maintained in clean condition to a depth of at least six inches and extending at least 30 feet wide and at least 50 feet long; • Pave the surface extending at least 100 feet and at least 20 feet wide; • Utilize a wheel shaker /wheel spreading device consisting of raised dividers at least 24 feet long and 10 feet wide to remove bulk material from tires and vehicle undercarriages; or • Install a wheel washing system to remove bulk material from tires and vehicle undercarriages. CON4 All haul trucks hauling soil, sand, and other loose materials shall be covered (e.g., with tarps or other enclosures that would reduce fugitive dust emissions). 6. CON5 Construction activity on unpaved surfaces shall be suspended when wind speed exceed 25 miles per hour (such as instantaneous gusts). CON6 Ground cover in disturbed areas shall be replaced as quickly as possible. Otherwise, non -toxic chemical soil stabilizers shall be applied according to manufacturer specifications, to all inactive portions of the construction site (previously graded areas inactive for four days or more). Exhibit D Page 2 8. CON7 Heavy -duty equipment operations shall be suspended during first and second stage smog alerts. 9. CON8 All construction equipment shall be equipped with mufflers and other suitable noise attenuation devices. 10. CON9 Grading and construction contractors shall use quieter equipment as opposed to noisier equipment (such as rubber -tired equipment rather than metal - tracked equipment). 11. CON10 The construction contractor shall use on -site electrical sources to power equipment rather than diesel generators when electricity is readily available. 12. CON 11 Construction haul truck and materials delivery traffic shall avoided residential areas whenever feasible 13. CON 12 Construction noise levels shall not exceed the City of Santa Monica's noise standards except for between the hours of 10:00 a.m. and 3:00 p.m., Monday through Friday, in accordance with Section 4.12.110(d) of the Santa Monica Municipal Code 14. CON 13 In accordance with Santa Monica Municipal Code Section 4.12.120, the project applicant shall be required to post a sign informing all workers and subcontractors of the time restrictions for construction activities. The sign shall also include the City telephone numbers where violations can be reported and complaints associated with construction noise can be submitted 15. CON 14 The applicant shall prepare, implement, and maintain a Construction Impact Mitigation Plan which shall be designed to: • Prevent material traffic impacts on the surrounding roadway network; • Minimize parking impacts both to public parking and access to private parking to the greatest extent practicable; • Ensure safety for both those constructing the project and the surrounding community; and • Prevent substantial truck traffic through residential neighborhoods. • The Construction Impact Mitigation Plan shall be subject to review and approval by the following City departments: Environmental and Public Works Management (EPWM); Fire; Planning and Community Development; and Police to ensure that the Plan has been designed in accordance with this mitigation measure. This review shall occur prior to commencement of any construction staging for the project. It shall, at a minimum, include the following: Exhibit D Page 3 Ongoing Requirements Throughout the Duration of Construction A detailed traffic control plan for work zones shall be maintained which includes at a minimum accurate existing and proposed: parking and travel lane configurations; warning, regulatory, guide and directional signage; and area sidewalks, bicycle lanes and parking lanes. The plan shall include specific information regarding the project's construction activities that may disrupt normal pedestrian and traffic flow and the measures to address these disruptions. Such plans must be reviewed and approved by the Transportation Management Division prior to commencement of construction and implemented in accordance with this approval. • Work within the public right -of -way shall be performed between 9:00 a.m. and 4:00 p.m., including: dirt and demolition material hauling and construction material delivery. Work within the public right -of -way outside of these hours shall only be allowed after the issuance of an After Hours Permit. • Streets and equipment shall be cleaned in accordance with established EPWM requirements. • Trucks shall only travel on a City- approved construction route. Truck queuing /staging shall not be allowed on-Santa Monica streets. Limited queuing may occur on the construction site itself. • Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be on -site, with a minimum amount of materials within a work area in the public right -of -way, subject to a current Use of Public Property Permit. • Any requests for work before or after normal construction hours within the public right -of -way shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division. • Provision of off - street parking for construction workers, which may include the use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica. Project Coordination Elements That Shall Be Implemented Prior to Commencement of Construction Exhibit D Page 4 • Advise the traveling public of impending construction activities (e.g. information signs, portable message signs, media listing /notification, implementation of an approved traffic control plan). • Approval from the City through issuance of a Use of Public Property Permit, Excavation Permit, Sewer Permit or Oversize Load Permit, as well as any Caltrans Permits required, for any construction work requiring encroachment into public rights -of -way, detours or any other work within the public right -of- way. • Timely notification of construction schedules to all affected agencies (e.g., Big Blue Bus, Police Department, Fire Department, Environmental and Public Works Management Department, and Planning and Community Development Department) and to all owners and residential and commercial tenants of property within a radius of 500 feet. • Coordination of construction work with affected agencies in advance of start of work. Approvals may take up to two weeks per each submittal. • Approval by the Transportation Management Division of any haul routes involving earth, concrete or construction materials, and equipment hauling 16. GS1 At the time of final building plan check, a site - specific Geotechnical Report shall be submitted to the City of Santa Monica Building and Safety Division for review and approval. The Geotechnical Report shall be prepared in accordance with the City's Guidelines for Geotechnical Reports and at a minimum shall address: seismic hazards (fault management zone; groundshaking; liquefaction; subsidence, etc); hydrocollapse potential; and expansive soils. Information obtained from the Geotechnical Report shall be incorporated into the design and construction of the proposed project. The recommendations provided in the Geotechnical Report as well as Santa Monica Building Code requirements regarding foundation design, retaining wall design, excavations and shoring shall be fully implemented. 17. GS2 Construction and excavation activities shall adhere to the Best Management Practices (BMPs) set forth by the City of.Santa Monica Urban Runoff Pollution Ordinance (Chapter 7.10 of the Santa Monica Municipal Code). Such BMPs include using plastic coverings to prevent erosion of any unprotected area, such as mounds of dirt or dumpsters, along with devices designed to intercept and safely divert runoffs. 18. GS3 All grading activities shall be scheduled for completion before the start of the rainy season (between November and April) to the extent feasible. If grading events do occur during the raining season, a rain event action plan shall be prepared and designed to protect all exposed portions of the site within 48 hours of any likely precipitation event forecast of 50 percent or greater probability Exhibit D Page 5 19. GS4 An erosion control plan that identifies BMPs shall be implemented to the satisfaction of the City of Santa Monica Building and Safety Department to minimize potential erosion during construction. The erosion control plan shall be a condition prior to issuance of any grading permit. 20. GS5 Provisions shall be made for adequate surface drainage away from the areas of excavation as well as protection of excavated areas from flooding. The grading contractor shall control surface water runoff and the transport of silt and sediment. 21. HM1 Prior to issuance of a demolition permit, for the permanent structures on the project site a Licensed Asbestos Inspector shall be retained to determine the presence of asbestos and asbestos containing materials (ACM) within structures to be demolished that are present on the project site. If asbestos is discovered, a Licensed Asbestos Abatement Contractor shall be retained to safely remove all asbestos from the development site. 22. HM2 Prior to issuance of a demolition permit, lead -based paint testing shall be conducted for existing structures and trailers to be demolished. All materials identified as containing lead shall be removed by a licensed lead -based paint /materials abatement contractor. 23. HM3 An operations and maintenance program shall be implemented in order to safely manage the suspect ACMs and LBP located at the project site. 24. HWI If temporary and /or permanent dewatering on the project site is required, the Applicant shall obtain a dewatering permit from the City of Santa Monica Water Resources Protection Program prior to the issuance of a grading permit. Soil and groundwater testing to a minimum depth of 50 feet shall be conducted to the satisfaction of the Water Resources Protection Program staff. If contaminated groundwater is discovered on -site, treatment and discharge of the contaminated groundwater shall be conducted in compliance with applicable regulatory requirements including the Los Angeles Regional Water Quality Control Board standards. 25. T1 23rd Street /Ocean Park Boulevard. Add an exclusive right -turn lane on the eastbound approach of Ocean Park Boulevard. The mitigation measure was proposed due to the heavy existing eastbound through movement volumes. The proposed mitigation would require shifting the existing eastbound through lane approach approximately two feet to the north to provide room for a functional right -turn lane. The proposed mitigation would require implementation of peak period parking restrictions for the first 75 feet of parking (approximately three parking spaces) closest to the intersection (eastbound on Ocean Park Boulevard, west of 23rd Street) so vehicles can make eastbound right -turns onto 23`d Street from Ocean Park Boulevard during the peak periods or when there is available space outside of peak periods. The proposed mitigation measure would require Exhibit D Page 6 some restriping and peals period parking restriction signage at the eastbound approach of this intersection. 26. T2 Cloverfield Boulevard /Santa Monica Boulevard. The left -turn phasing for the westbound leg of the Cloverfield Boulevard /Santa Monica Boulevard intersection shall be modified from a protected phase to a permitted - protected phase to decrease delay at the worst approach of the intersection to address the AM peak hour impact. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. Implementation of this mitigation measure would necessitate the provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads. Furthermore, this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues. 27. T3 Stewart Street /Olympic Boulevard. The traffic signal at the Stewart Street/Olympic Boulevard intersection shall be modified to provide protected - permitted left -turn phasing for northbound and eastbound approaches to decrease delay at the worst approaches of the intersection to address the impact. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. Implementation of this mitigation measure would necessitate the provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads. Furthermore, this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues. 28. T4 Centinela Avenue/1 -10 Westbound Ramps. The traffic signal at the Centinela Avenue/I -10 Westbound Ramps intersection shall be modified to provide protected - permitted left -turn phasing for northbound approach to decrease delay at the worst approach of the intersection to address. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. The implementation of the permitted - protected left -turn phasing would necessitate the provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads. Furthermore, this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues. Since this intersection is shared by the City of Santa Monica and City of Los Angeles, this mitigation_ measure must be approved by LADOT. The applicant shall use its good faith reasonable efforts to obtain such approval from the City of Los Angeles. "If timely approved by the City of Los Angeles, such improvements shall be completed prior to issuance of a certificate of occupancy for the project 29. T5 26th Street & Wilshire Boulevard. Convert the protected permitted phasing for the eastbound and westbound left turn movements to permitted phasing. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. This mitigation measure would require temporary signage during a period of adjustment for motorists and the provision of some Exhibit D Page 7 combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads. Furthermore, this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues 30. T6 Barrington Avenue /Olympic Boulevard. Convert the eastbound left -turn phasing from permitted to protected permitted. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. The implementation of the protected - permitted left -turn phasing would necessitate the provision of some combination of new signage, controller cabinets, poles, mast arms, detectors and/or signal heads. Furthermore this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues. The applicant shall use its good faith reasonable efforts to obtain such approval from the City of Los Angeles. If timely approved by the City of Los Angeles, such improvements shall be completed prior to issuance of a certificate of occupancy for the project. 31. CUL -1 If archaeological materials are discovered during project grading and excavation activities, all work within a 100 -meter radius shall be temporarily ceased. The materials shall be treated in accordance with Federal, State, and local guidelines, including those set forth in California Public Resources Code Section 21083.2. In addition, if it is determined that an archaeological site is a historical resource, the provisions of Section 21084.1 of the Public Resources Code and CEQA Guidelines Section 15064.5 would be implemented. 32. CUL -2 If paleontological materials are discovered during project grading and excavation activities, all work within a 100 -meter radius shall be temporarily ceased. A qualified paleontologist shall be secured by contacting the Los Angeles County Natural History Museum to assess the resources and evaluate the impact. The qualified paleontologist shall prepare a report of the findings and a copy of the report shall be submitted to the Los Angeles County Natural History Museum. 33. Mitigation Monitoring and Reporting Program. Pursuant to the requirements of Public Resources Code Section 21081.6, the City Planning Division will coordinate a monitoring and reporting program regarding any required changes to the project made in conjunction with project approval and any conditions of approval, including those conditions intended to mitigate or avoid significant effects on the environment. This program shall include, but is not limited to, ensuring that the City Planning Division itself and other City divisions and departments such as the Building and Safety Division, the Department of Environmental and Public Works, the Fire Department, the Police Department, the Planning and Community Development Department and the Finance Department are aware of project requirements which must be satisfied prior to issuance of a Building Permit, Certificate of Occupancy, or other permit, and that other responsible agencies are also informed of conditions relating to their responsibilities. Project owner shall demonstrate compliance with conditions of Exhibit D Page 8 approval in a written report submitted to the Planning Director and Building Officer prior to issuance of a Building Permit or Certificate of Occupancy, and, as applicable, provide periodic reports regarding compliance with such conditions. SECTION B- CONDITIONS OF APPROVAL Project Specific Conditions 1. The project shall provide the Significant Project Features and LUCE Community Benefits as established in Section 2.6 of this Agreement. 2. The Architectural Review Board shall pay particular attention to the following design elements of the project: • The interior elevations of Buildings A and B to ensure that the pedestrian pathway remains inviting and is designed at a human - scale. • The use of ground floor commercial space to ensure that it promotes a pedestrian oriented design consistent with the strategies for creating the Bergamot Transit Village. • The ground floor residential units throughout the project to ensure that they are designed in a pedestrian- oriented manner consistent with the strategies for creating the Bergamot Transit Village. • The east elevation of Building B to ensure that there are sufficient building stepbacks and building articulation. • The scale and amount of applied building colour and materials to reduce the appearance of repetitive elevations and horizontal masses such as the east elevation of Building B. • The scale of the buildings adjacent to Pennsylvania Avenue to ensure a human -scale environment. • Openness of the south lobby of Building B to reinforce the sense of an open connection between the Building B residential courtyard and Pennsylvania Avenue. • Treatments for the long interior hallway of Building Bin order to introduce natural light • Ensure pedestrian orientation and clear access despite the change in grade between the Colorado- facing retail space on the east side of Building B and the sidewalk and the change in grade on the walkway on the east side of Building B between Pennsylvania Avenue and the sidewalk on Colorado Avenue. ExhibitD Page Ensure that the residential courtyards function as usable open space that is sufficient in bringing in light with use of landscaping and materials to activate the area. ® The materials and form of Building B to ensure that it is represented as an individual building from Building A and does not overwhelm Building A. Ensure that the Residual Parcel is incorporated into the landscape design for the Project through the use of landscaping to transition between the Residual Parcel and the Project Property. Developer shall execute a deed restriction with the City for 41 of the Rental Housing Units to be restricted as Very Low Income Units, to be recorded before the issuance of a Certificate of Occupancy for the Project. 4. No Certificate of Occupancy may be issued for Buildings A or B until Building C is issued a Certificate of Occupancy. Developer shall continue to operate the retained mobilehome park on the Residual Parcel consistent with the requirements of state law subject to the conditions of this project specific condition. Developer shall allow ten trailer pads to remain on the Residual Parcel for a period of up to ten years; provided, however, that Developer may seek to close or convert the residual mobilehome park if there are fewer than five pads with full time residents living on them, but in no event shall Developer seek to close or convert the Residual Parcel to another use before the fifth anniversary of the date of this Agreement, unless there are no full time residents remaining. Developer may seek to close or convert the Residual Parcel to another use at any time after the date that there are no full time residents remaining on the Residual Parcel. Developer also shall operate that portion of the Village Trailer Park on the Project Property in a manner so that residents qualifying for Relocation Option 46 in Exhibit K shall not be required to vacate their units until the Related /Santa Monica Village Affordable Units are available for occupancy. 6. No building permit, grading permit, or excavation permit may be approved or issued unless and until the Developer has demonstrated to the satisfaction of the City Attorney's Office that Developer has obtained possession of all of the real property required for the development of the Project Property. 7. Prior to issuance of a building permit, grading permit, or excavation permit for the Project, Developer shall provide to the City a title policy showing that Developer owns fee title to the entire Project Property. Administrative Conditions 8. 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. Exhibit Page 10 Conformance with Approved Plans 9. This approval is for those plans dated November 7, 2012, 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. 10. 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. 11. 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 12. 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. 13. 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 14. Except as otherwise provided by the Development Agreement, no demolition of buildings or structure 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. 15. If any archaeological remains are uncovered during excavation or construction, work in the affected area shall be suspended and a recognized specialist shall be contacted to conduct a survey of the affected area at project's owner's expense. A determination shall then be made by the Director of Planning to determine the significance of the Exhibit D Page 11 survey findings and appropriate actions and requirements, if any, to address such findings. Project Operations 16. 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. 17. The project shall at all times comply with the provisions of the Noise Ordinance (SMMC Chapter 4.12). Final Design 18. Plans for final design, landscaping, screening, trash enclosures, and signage shall be subject to review and approval by the Architectural Review Board. 19. Landscaping plans shall comply with Subchapter 9.04.10.04 (Landscaping Standards) of the Zoning Ordinance including use of water - conserving landscaping materials, landscape maintenance and other standards contained in the Subchapter. 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. 23. As appropriate, the Architectural Review Board shall require the use of anti - graffiti materials on surfaces likely to attract graffiti. Exhibit D Page 12 Construction Plan Requirements 24. 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 25. 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. 26. 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 27. Any construction related activity in the public right -of -way will be required to acquire the approvals by the City of Santa Monica, including but not limited to: Use of Public Property Permits, Sewer Permits, Excavation Permits, Alley Closure Permits, Street Closure Permits, and Temporary Traffic Control Plans. 28. 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. 29. Vehicles hauling dirt or other construction debris from the site shall cover any open load with a tarpaulin or other secure covering to minimize dust emissions. Immediately after commencing dirt removal from the site, the general contractor shall provide the City of Santa Monica with written certification that all trucks leaving the site are covered in accordance with this condition of approval. 30. 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: 31. 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. 32. 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. Exhibit D Page 13 33. Soils stockpiles shall be covered. 34. Onsite vehicle speeds shall be limited to 15 mph. 35. 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. 36. An appointed construction relations officer shall act as a community liaison concerning onsite construction activity including resolution of issues related to PM10 generation. 37. 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). 38. All active portions the construction site shall be sufficiently watered three times a day to prevent excessive amounts of dust. 39. 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 within 1000' of the Project at least five (5) days prior to the start of construction. 40. 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. 41. 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. 42. 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. 43. Construction period signage shall be subject to the approval of the Architectural Review Board. Standard Conditions Exhibit D Page 14 44. 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. 45. 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. 46. The property owner shall insure any graffiti on the site is promptly removed through compliance with the City's graffiti removal program. Condition Monitoring 47. 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. STRATEGIC AND TRANSPORTATION PLANNING 48. Consistent with the requirements of the Development Agreement, Final auto parking, bicycle parking, and loading layouts and specification shall be subject to the review and approval of the Strategic and Transportation Planning Division: http: / /www. smgov. net/uploadedF iles/D epartments /Transportation /Transportation_Ma nagement /ParkingStandards.pdf 49. Consistent with the requirements of the Development Agreement, Where a driveway, garage, parking space or loading zone intersects with the public right -of -way at the alley or sidewalk, hazardous visual obstruction triangles shall be provided in accordance with SMMC Section 9.04.10.02.090. Please reference the following standards: http : / /www.smgov.net/uploadedFiles/ Departments /Transportation/Transportation_Ma nagement/HVO.pdf 50. Consistent with the requirements of the Development Agreement, Slopes of all driveways and ramps used for ingress or egress of parking facilities shall be designed in accordance with the standards established by the Strategic and Transportation Planning Manager but shall not exceed a twenty percent slope. Please reference the following standards: http: / /www.smgov.net/uploadedF iles/ Departments / Transportation /Transportation_Ma nagement/RampSlope.pdf Exhibit D Page 15 PUBLIC LANDSCAPE 51. Street trees shall be maintained, relocated or provided as required in a manner consistent with the City's Urban Forest Master Plan, per the specifications of the Public Landscape Division of the Community & Cultural Services 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. 52. Prior to the issuance of a demolition permit all street trees that are adjacent to or will be impacted by the demolition or construction access shall have tree protection zones established in accordance with the Urban Forest Master Plan. All tree protection zones shall remain in place until demolition and /or construction has been completed. OFFICE OF SUSTAINABILITY AND THE ENVIRONMENT 53. Developer shall enroll the property in the Savings By Design incentive program where available through Southern California Edison prior to submittal of plans for Architectural Review. Developer shall execute an incentive agreement with Southern California Edison prior to the issuance of a building permit. 54. The project shall comply with requirements in section 8.106 of the Santa Monica Municipal code, which adopts by reference the California Green Building Standards Code and which adds local amendments to that Code. In addition, the project shall meet the landscape water conservation and construction and demolition waste diversion requirements specified in Section 8.108 of the Santa Monica Municipal Code. RENT CONTROL 55. Pursuant to SMMC Section 4.24.030, prior to receipt of the final permit necessary to demolish, convert, or otherwise remove a controlled rental unit(s) from the housing market, the owner of the property shall first secure a removal permit under Section 1803(t), an exemption determination, an approval of a vested rights claim from the Rent Control board, or have withdrawn the controlled rental unit(s) pursuant to the provisions of the Ellis Act. HOUSING AND ECONOMIC DEVELOPMENT 56. To ensure AHPP compliance, a monitoring fee will be applied to each affordable unit produced. A separate fee has been established for a new unit start-up, subsequent re- occupancy /resale and an annual monitoring fee. The Administrative Guidelines for the AHPP (fee structures, costs, and affordability limits) are updated annually and available on the Santa Monica House and Economic Development website. Exhibit Page 16 PUBLIC WORKS General Conditions 57. 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 — If the valuation of a project is at least $50,000 or if the total square feet of the project is equal to or greater than 1000 square feet, then the owner or contractor is required to complete and submit a Waste Management Plan. All demolition projects are required to submit a Waste Management Plan. A performance deposit is collected for all Waste Management Plans equal to 3% of the project value, not to exceed $30,000. All demolition only permits require a $1,000 deposit or $1.00 per square foot, whichever is the greater of the two. Some of these fees shall be reimbursed to developer in accordance with the City's standard practice should Developer not proceed with development of the Project. In order to receive a refund of the Construction and Demolition performance deposit, the owner or contractor must provide receipts of recycling 70% of all materials listed on the Waste Management Plan. 58. 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. 59. 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. 60. 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. 61. 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. 62. 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 Exhibit Page 17 the Office of Sustainability and Environment Division. The report shall consist of a hazardous materials survey for the structure proposed for demolition. The report shall include a section on asbestos and in accordance with the South Coast AQMD Rule 1403, the asbestos survey shall be performed by a state Certified Asbestos Consultant (CAC). The report shall include a section on lead, which shall be performed by a state Certified Lead Inspector /Assessor. Additional hazardous materials to be considered by the industrial hygienist shall include: mercury (in thermostats, switches, fluorescent light), polychlorinated biphenyls (PCBs) (including light Ballast), and fuels, pesticides, and batteries. Water Resources 63. 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. 64. 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. 65. If the project involves dewatering, developer /contractor shall contact the LA Regional Water Quality Control Board (RWQCB) to obtain an NPDES Permit for discharge of groundwater from construction dewatering to surface water. For more information refer to: http: / /www.waterboards.ca.gov /losangeles/ and search for Order # R4 -2003- 0111. 66. 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. 67. 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. 68. 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 Exhibit D Page 18 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. 69. All existing sanitary sewer "house connections" to be abandoned, shall be removed and capped at the "Y" connections. 70. 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. 71. 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.httn. Prior to issuance of a Certificate of Occupancy, a cross - connection inspection shall be completed. 72. 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 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. 73. Plumbing fixtures that meet the standards for 20% water use reduction specified in the California Green Building Standards Code are required on all new development and remodeling where plumbing is to be added. Urban Water Runoff Mitigation 74. 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: • The site must comply with SMMC Chapter 7.10 Urban Runoff Pollution Ordinance for the construction phase and post construction activities; Non - stormwater runoff, sediment and construction waste from the construction site and parking areas is prohibited from leaving the site; Any sediments or materials which are tracked off -site must be removed the same day they are tracked off -site; Exhibit D Page 19 • 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; ® No runoff from the construction site shall be allowed to leave the site; and ® Drainage control measures shall be required depending on the extent of grading and topography of the site. ® 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 (S WPPP). 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 S WPPPs. A copy of the SWPPP shall also be submitted to the PWD. 75. Prior to implementing any temporary construction dewatering or permanent groundwater seepage pumping, a permit is required for the City Water Resources Protection Program (WRPP). Please contact the WRPP for permit requirements as least two weeks in advance of planned dewatering of seepage pumping. They can be reached at(310)458 -8235. Public Streets & Right -of -Way 76. Prior to issuance of a Certificate of Occupancy for the Project, streetscape for Colorado Avenue, Stanford Street, Pennsylvania Avenue Extension, and New Road 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 Public Works Department and Public Landscape Division. 77. Unless otherwise approved by the PWD, all sidewalks shall be kept clear and passable during the grading and construction phase of the project. 78. 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. Design, materials and workmanship shall match the adjacent elements. This is especially true for areas within the City that have architectural concrete, pavers, tree wells, art elements, special landscaping, etc. 79. Street and alley sections adjacent to the development shall be replaced as determined by the PWD. This typically requires full reconstruction of the street or alley in accordance with City of Santa Monica standards for the full adjacent length of the property. 80. Developer shall dedicate the Pennsylvania Avenue Extension Area and all improvements made thereto, which shall provide for new pedestrian sidewalks, bicycle lanes, parkways and vehicular access, all as may be specified by the City; and serve as utility corridors across the Property (the "Pennsylvania Avenue Utility Corridors ") for the placement of public utility facilities that the City determines, Exhibit D Page 20 from time to time, should be located in the Pennsylvania Avenue Utility Corridors. The Pennsylvania Avenue Utility Corridors in such dedication shall contain the following limitations: • Any dry utilities (including without limitation electricity and telephone or data) shall be located within an area that is no deeper than will leave at least eight feet six inches (8' 6 ") clear height within each level of the subterranean parking garage. Any of clearance within the parking and drive aisle in the parking garage and up to twenty -five (25) feet wide, in a location to be reasonably determined by Developer that will allow the minimum height clearances to be maintained in the parking garage and that will avoid the mechanical and other system facilities installed by Developer in the subterranean parking structure that serve the Project. 81. Developer shall dedicate the New Road Area and all improvements made thereto, which shall provide for new pedestrian sidewalks, bicycle lanes, parkways and vehicular access, all as may be specified by the City; and serve as utility corridors . across the Property (the "New Road Utility Corridors ") for the placement of public utility facilities that the City determines, from time to time, should be located in the New Road Utility Corridors. The New Road Utility Corridors in such dedication shall contain the following limitations: Any dry utilities (including without limitation electricity and telephone or data) shall be located within an area that is no deeper than will leave at least eight feet six inches (8' 6 ") clear height within each level of the subterranean parking garage. Any of clearance within the parking and drive aisle in the parking garage and up to eight feet (8' 0 ") wide, in a location to be reasonably determined by Developer that will allow the minimum height clearances to be maintained in the parking garage and that will avoid the mechanical and other system facilities installed by Developer in the subterranean parking structure that serve the Project. Utilities 82. Prior to 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. 83. 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. 84. 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. Exhibit D Page 21 Resource Recovery and Recycling 85. 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. 86. Contact the PWD — Resource Recovery and Recycling (RRR) Division to obtain dimensions of the refuse recycling enclosure. 87. Prior to issuance of a Building Permit, submit a waste management plan, a map of the enclosure and staging area with dimensions and a recycling plan to the RRR Division for its approval. The State of California AB 341 requires any multi - family building housing 5 units or more to have a recycling program in place for its tenants. All commercial businesses generating 4 cubic yards of trash per week must also have a recycling program in place for its employees and clients /customers. Show compliance with these requirements on the building plans. Visit the RRR website or contact the RRR Division for requirements of the Waste Management Plan and to obtain the minimum dimensions of the refuse recycling enclosure. The recycling plan shall include: • List of materials such as white paper, computer paper, metal cans, and glass to be recycled; • Location of recycling bins; • Designated recycling coordinator; • Nature and extent of internal and external pick -up service; ® Pick -up schedule; and • Plan to inform tenants/ occupants of service. Exhibit D Page 22 Construction Period Mitigation 88. 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: • Specify the names, addresses, telephone numbers and business license numbers of all contractors and subcontractors as well as the developer and architect; • Describe how demolition of any existing structures is to be accomplished; • Indicate where any cranes are to be located for erection /construction; • Describe how much of the public street, alleyway, or sidewalk is proposed to be used in conjunction with construction; • Set forth the extent and nature of any pile- driving operations; • Describe the length and number of any tiebacks which must extend under the public right -of -way and other private properties; • Specify the nature and extent of any dewatering and its effect on any adjacent buildings; • Describe anticipated construction- related truck routes, number of truck trips, hours of hauling and parking location; • Specify the nature and extent of any helicopter hauling; • State whether any construction activity beyond normally permitted hours is proposed; • 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; • Provide a grading and drainage plan; • Provide a construction - period parking plan which shall minimize use of public streets for parking; • List a designated on -site construction manager; • Provide a construction materials recycling plan which seeks to maximize the reuse /recycling of construction waste; • Provide a plan regarding use of recycled and low- environmental- impact materials in building construction; and • Provide a construction period urban runoff control plan. Exhibit D Page 23 Air Quality 89. Dust generated by the development activities shall be kept to a minimum with a goal of retaining dust on the site through implementation of the following measures recommended by the SCAQMD Rule 43 Handbook: 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. Vehicles hauling dirt or other construction debris from the site shall cover any open load with a tarpaulin or other secure covering to minimize dust emissions. Immediately after commencing dirt removal from the site, the general contractor shall provide the City with written certification that all trucks leaving the site are covered in accordance with this condition of approval. 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. 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. Soil stockpiled for more than two days shall be covered, kept moist, or treated with soil binders to prevent dust generation. 90. 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 The operation of heavy -duty construction equipment shall be limited to no more than 5 pieces of equipment at one time. Noise Attenuation 91. All diesel equipment shall be operated with closed engine doors and shall be equipped with factory- recommended mufflers. 92. Electrical power shall be used to run air compressors and similar power tools. Exhibit D Page 24 93. 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 94. 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. Exhibit D Page 25 FIRE 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). To the extent that there is a conflict between these requirements and the site plan included in the Project Plans, the site plan shall supersede these requirements. California Fire Code/ Santa Monica Fire Department Requirements 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. Notwithstanding the foregoing, Building C of the Project shall not be subject to this condition; provided that Building C has sprinklers installed on all floors in accordance with applicable City building codes. 2. 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. 3. 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. 4. 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 entity 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. 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. 6. Buildings four or more stories in height shall be provided with not less than one standpipe during construction. Exhibit D Page 26 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. 8. Provide Multipurpose Dry Chemical type fire extinguishers with a minimum rating of 2A- IOB: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. 9. 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. 10. Every building and/or business suite is required to post address numbers that are visible from the street and alley. Address numbers shall be a minimum of six (6) inches in height and contrast with their background. Suite or room numbers shall be a minimum of four (4) inches in height and contrast with their background. Santa Monica Municipal Code Chapter 8 Section 8.48.130 (1) (1) 11. 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 dead -ends not exceeding 20 feet, and 50 feet in fully sprinklered buildings. 12. 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. 13. Show ALL door hardware intended for installation on Exit doors. 14. In buildings two stories or more in height an approved floor plan providing emergency procedure information shall be posted at the entrance to each stairway, in every elevator lobby, and immediately inside all entrances to the building. The information shall be posted so that it describes the represented floor and can be easily seen upon entering the floor level or the building. Required information shall meet the minimum standards established in the Santa Monica Fire Department, Fire Prevention Division, and information sheet entitled "Evacuation Floor Plan Signs." (California Code of Regulations Title 19 Section 3.09) 15. Stairway Identification shall be in compliance with CBC 1022.8 ' Exhibit D Page 27 16. Floor -level exit signs are required in Group A, E, I, R -1, R -2 and R -4 occupancies. 17. 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. 18. 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. 19. 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 20. An approved fire alarm system shall be installed as follows: 21. 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. 22. Group E Occupancies having occupant loads of 50 or more shall be provided with an approved manual fire alarm system. 23. 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. 24. Plans and specifications for fire alarm systems shall be submitted and approved prior to system installation Exhibit D Page 28 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 25. 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. 26. Gates installed on fire apparatus access roads shall comply with the following: a. The width of any gate installed on a fire apparatus access road shall be a minimum of 20 feet. b. Gates 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. Exhibit D Page 29 96' DIAMETER CUL -DE -SAC M 28'R TYP.' ° �,. 20 Y 26' R —� 26' R TYP' P 20'–T 20' 20' 60 –Y' MINIMUM CLEARANCE AROUNDA FIRE HYDRANT r -26' 120 HAMMERHEAD 28'R TYP 4 -70' —; 20'- -I —> 20' ACCEPTABLE ALTERNATIVE TO 120' HAMMERHEAD 27. 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. 28. 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. 29. Fire apparatus access roads for commercial and industrial development shall comply with the following: a. 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. b. Buildings or facilities having a gross floor area of more than 62,000 square feet shall be provided with 2 fire apparatus access roads. Exhibit D Page 30 C. When two access roads are required, they shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the property or area to be accessed measured in a straight line between accesses. 30. Aerial apparatus access roads shall comply with the following: a. 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. b. 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. C. 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. Exhibit D Page 31 31. California Building Code / Santa Monica Fire Department Requirements Occupancy Classification and Division • If a change in occupancy or use, identify the existing and all proposed new occupancy classifications and uses • Assembly (A -I, 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 than 55 feet.) • Number of stories • Detail increase in allowable height • Type I (II -FR.) buildings housing Group B office or Group R, Division I 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. • Automatic sprinkler system. • Smoke - detection systems. • Smoke control system conforming to Chapter 9 Section 909. • Fire alarm and communication systems. i. Emergency voice alarm signaling system. ii. Fire department communication system. • Central control station. (96 square feet minimum with a minimum dimension of 8' ft) • {omitted) • Elevators. • Standby power and light and emergency systems. • Exits • Seismic consideration. Exhibit D Page 32 Total Floor Area of Building or Project • Basic Allowable Floor Area • Floor Area for each room or area • Detail allowable area increase calculations Corridor Construction • Type of Construction • Detail any and all code exceptions being used Occupant Load Calculations • Occupancy Classification for each room or area. • Occupant Load Calculation for each room or area based on use or occupancy • Total Proposed Occupant Load Means of Egress • Exit width calculations • Exit path of travel • Exit Signage and Pathway Illumination (low level exit signage) Atria - Atria shall comply with CBC Section 404 as follows: • Atria shall not be permitted in buildings containing Group H Occupancies. • The entire building shall be sprinklered. • A mechanically operated smoke - control system meeting the requirements of Section 909 and 909.9 shall be installed. • Smoke detectors shall be installed in accordance with the Fire Code. • Except for open exit balconies within the atrium, the atrium shall be separated from adjacent spaces by one -hour fire- resistive construction. See exceptions to Section 404.6. • When a required exit enters the atrium space, the travel distance from the doorway of the tenant space to an enclosed stairway, horizontal exit, exterior door or exit passageway shall not exceed 200 feet. • In other than jails, prisons and reformatories, sleeping rooms of Group I Occupancies shall not have required exits through the atrium. • Standby power shall be provided for the atrium and tenant space smoke - control system. Sections 404.7 and 909.11. Exhibit D Page 33 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, and "Flammability Test for Seating Furniture in Public Occupancies." , Fire —Los Angeles County 32. Fire Flow Requirements 1. INTRODUCTION A. Purpose: To provide Department standards for fire flow, hydrant spacing and specifications. B. Scone: Informational to the general public and instructional to all individuals, companies, or corporations involved in the subdivision of land, construction of buildings, or alterations and /or installation of fire protection water systems and hydrants. C. Author: The Deputy Chief of the Prevention Services Bureau through the Assistant Fire Chief (Fire Marshal) of the Fire Prevention Division is responsible for the origin and maintenance of this regulation. D. Definitions: GPM — gallons per minute 2. psi — pounds per square inch Detached condominiums — single detached dwelling units on land owned in common Multiple family dwellings — three or more dwelling units attached Exhibit D Page 34 II. RESPONSIBILITY A. Land Development Unit 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 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 1. 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) Exhibit D Page 35 IV. PROCEDURES A. Land development: fire flow, duration of flow, and hydrant spacing The following requirements apply to land development issues such as: tract 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) Duration Public Hydrant Fire Flow 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. 1. 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. . Exhibit D Page 36 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 Hydrant Fire Flow of Flow 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 Exhibit D Page 37 Duration Fire Flow of Flow c. Two family dwellings — VHFHSZ (Less than 5,000 square feet) Duplexes Mobilehome Park a. Recreation Buildings b. Mobilehome Park 1,500 GPM 2 hrs Public Hydrant Spacing 600 ft. Refer to Table 1 for fire flow according to building size. 1,250 GPM 2 Ins 600 ft. 2. 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). C. Public fire hydrant requirements Fire hydrants shall be required at intersections and along access ways as spacing requirements dictate 2. Spacing a. Cul -de -sac When cul -de -sac depth exceeds 450' (residential) or 200' (commercial), hydrants shall be required at mid - block. Additional hydrants will be required if hydrant spacing exceeds specified distances. b. Single family dwellings Fire hydrant spacing of 600 feet NOTE: The following guidelines shall be used in meeting single family dwellings hydrant spacing requirements: (1) Urban properties (more than one unit per acre): No portion of lot frontage should be more than 450' via vehicular access from a public hydrant. Exhibit D Page 38 (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. 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, cause time delay, and /or creates undue hazard. b. For situations other than those listed in "a" above, the Department's inspector's judgment shall be used. The following items shall be considered when determining hydrant locations: (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). Exhibit D Page 39 (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 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 sprinlclered buildings qualify for the maximum spacing of 600 feet. (2) For non - sprinlclered 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. Exhibit D Page 40 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 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. E. Public Hydrant Flow Procedure Exhibit D Page 41 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: Only hydrants that meet spacing requirements are acceptable for meeting fire flow requirements. 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 1,250 GPM and below Two hydrants 1,251— 3,500 GPM flowing simultaneously Three hydrants 3,501— 5,000 GPM flowing simultaneously 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 1,250GPM. 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. Exhibit D Page 42 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 d. Similar to the type of construction which conforms to current A.W.W.A. Standards C. 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. Exhibit D Page 43 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. 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). Exhibit D Page 44 Barricade /Clearance Details CONCRETE CAP BARRICADE POST CONCRETE FILLED 3 MIN, MIN 4 "DIA. SCHEDULE 40 STEEL SEE NOTE 01 �j 4'IAN, 6 / u Figure 1 BARRICADE �`-, ' 6 "x4 "x21/2" OUTLETS% HYDRANT I� 1 1 t 36" �f \ r � y ✓ PLAN FIRE HYDRANT BARRICADES (TYPICAL) Figure 2 Exhibit D Page 45 Notes: BARR 6" x 4' HYC 0 0 Figure 3 1. Constructed of steel not less than four inches in diameter, six inches if heavy truck traffic is anticipated, schedule 40 steel and concrete filled. 2. Posts shall be set not less than three feet deep in, a concrete footing of not less than 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. 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. Exhibit - Page 46 H. Private fire protection systems for rural commercial and industrial development Where the standards of this regulation cannot be met for industrial and commercial developments in rural areas, alternate proposals which meet NFPA Standard 1142 may be submitted to the Fire Marshal for review. Such proposals shall also be subject to the following: The structure is beyond 3,000 feet of any existing, adequately -sized water system. a. Structures within 3,000 feet of an existing, adequately -sized water system, but beyond a water purveyor service area, will be reviewed on an individual basis. The structure is in an area designated by the County of Los Angeles' General Plan as rural non - urban. I. 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. Exhibit D Page 47 TABLE I* BUILDING SIZE (First floor area) Fire Flow *(1) (2) Duration Hydrant S an cine 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: Exhibit D Page 48 a. A 25% reduction shall be granted for the following types of construction: Type I -F.R, Type II -F.R., Type II one -hour, Type II -N, Type III one -hour, Type III -N, Type IV, Type IV one hour, and Type 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 D Page 49 EXHIBIT "E" SMMC ARTICLE 9 (PLANNING AND ZONING) On file with the City Clerk Exhibit E Page 1 EXHIBIT "F -1" LOCAL HIRING PROGRAM FOR CONSTRUCTION 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). 2. Definitions. a. "Contract" means a contract or other agreement for the providing of any combination of labor, materials, supplies, and equipment to the construction of the Project that will result in On -Site Jobs, directly or indirectly, either pursuant to the terms of such contract or other agreement or through one or more subcontracts. b. "Contractor" means a prime contractor, 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. d. "Median Income" means the median income for the Los Angeles Metropolitan Statistical Area, as published from time to time by the City in connection with its Affordable Housing Production Program pursuant to SMMC Section 9.56. C. "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 suchjob is in the nature of an employee or an independent contractor. 3. Priority for Targeted Job Applicants. Subject to Section 6 below in this Exhibit "F -l;' 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; Exhibit F -I Page 1 b. Second Priority: Low Income Individuals living in census tracts throughout the City for which household income 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. 4. 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. 5. Outreach. So that Targeted Job Applicants are made aware of the availability of On -Site Jobs, Developer or its Contractors shall advertise available On -Site Jobs in the Santa Monica Daily Press or similar local newspaper. 6. Hiring. Developer and its prime contractor shall consider in good faith all applications submitted by Targeted Job Applicants for On -Site Jobs, in accordance with their respective normal hiring practices. The City acknowledges that the Contractors shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On -Site Job for which such Targeted Job Applicant has applied. 7. 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. Exhibit E -1 Page 2 EXHIBIT "F -2" LOCAL HIRING PROGRAM FOR PERMANENT EMPLOYMENT Local Hiring Policy For Permanent Em llooyment. The Developer (if an Operator) or Commercial Operator shall implement a local hiring policy (the "Local Hiring Policy "), consistent with the following guidelines: Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by the commercial tenants of 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 employment opportunities and have a fair opportunity to apply and compete for such jobs. The goal of this policy is local hiring. 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 jobs, this local hiring policy will facilitate job opportunities to City residents which would expand the City's Exhibit F -2 Page 1 employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area. 3. Definitions. a. "Low Income Individual" means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income. b. "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. C. "On -Site Jobs" means all jobs on the Project site within the non- residential uses of greater than 1,500 gross square feet, regardless of whether such job is in the nature of an employee or an independent contractor. d. "Commercial Operator" means the operators of non - residential uses on the Project site. 4. Priority for Targeted Job Applicants. Subject to Section 6 below in this Exhibit "F -2," 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 the City, other than the first priority Low Income Individuals; and C. Third Priority: City residents other than the first priority and second priority City residents. For purposes of this Local Hiring Policy, the employer is authorized to rely on the most recent year's income tax records (W -2) and proof of residency (e.g. driver's license, utility bill, voter registration) if voluntarily submitted by a prospective job applicant for purposes of assessing a Targeted Job Applicant's place of residence and income. Coverage. The Local Hiring Policy shall apply to all hiring for On -Site Jobs. Notwithstanding the foregoing, the Local Hiring Policy shall not apply to temporary employees utilized while a permanent employee is temporarily absent or while a replacement is being actively sought for a recently- departed permanent employee. Furthermore, the Local Hiring Policy shall not preclude the re- hiring of a prior employee or the transfer of an existing employee from another location. Exhibit F -2 Page 2 6. Recruitment. a. Advanced Local Recruitment - Initial Hiring for New Business. So that Targeted Job Applicants are made aware of the availability of On -Site Jobs, at least 30 days before recruitment ( "Advanced Recruitment Period ") is opened up to general circulation for the initial hiring by a new business, Operator shall advertise available On -Site Jobs in the Santa Monica Daily Press or similar local media and electronically on a City - sponsored website, if such a resource exists. In addition, Developer shall consult with and provide written notice to at least two first source hiring organizations, which may include but are not limited to the following: (i) Local first source hiring programs (ii) Trade unions (iii) Apprenticeship programs at local colleges (iv) Santa Monica educational institutions (v) Other non - profit organizations involved in referring eligible applicants for job opportunities b. Advanced Local Recruitment - Subsequent Hiring. For subsequent employment opportunities, the Advanced Recruitment Period for Targeted Job Applicants can be reduced to at least 7 days before recruitment is opened up to general circulation. Alternatively, the Developer may also use an established list of potential Targeted Job Applicants of not more than one year old. C. Obligations After Completion of Advanced Recruitment Period. Once these advanced local recruitment obligations have been met, Developer is not precluded from advertising regionally or nationally for employees. Hiring. Developer or Commercial Operator 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 be make good faith efforts to hire Targeted Job Applicants when such Applicants are most qualified or equally qualified as other applicants. The City acknowledges that the Developer or Commercial Operator 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. 8. Proactive Outreach. Developer shall designate a "First- Source Hiring Coordinator" (FHC) that shall manage all aspects of the Local'Hiring Policy. The FHC shall be responsible for actively seeking partnerships with local first - source hiring organizations prior to employment opportunities being available. Exhibit F -2 Page 3 The FHC shall also be responsible for encouraging and making available information on first- source hiring to respective commercial tenants of the Project. The FHC shall contact new employers on the Project site to inform them of the available resources on first- source hiring. In addition to implementation of the Local Hiring Policy, the FHC can have other work duties unrelated to the Local Hiring Policy. 9. Term. The Local Hiring Policy shall apply for the life of the Project. Exhibit F-2 Page 4 EXHIBIT "G -1" PENNSYLVANIA AVENUE EXTENSION EASEMENT AREA aAV 00V80100 Exhibit G -I Page I EXHIBIT "G -2" NEW ROAD EASEMENT AREA L- - -- w ° I tt Z LL Z Q I y ( I Exhibit G -2 Page I I 'BAV VINVAUSNN3d I I FT1, i. w ° I tt Z LL Z Q I y ( I Exhibit G -2 Page I L -- I__ i i i O Z zo W z w W7 EXHIBIT "G -3" PUBLIC USE AREAS Exhibit G -3 Page I EXHIBIT "H" SANTA MONICA SIGN CODE On file with the City Clerk Exhibit Page I EXHIBIT "I" CONSTRUCTION MITIGATION PLAN CON -1 Construction Impact Mitigation Plan. The applicant shall prepare, implement and maintain a Construction Impact Mitigation Plan that shall be designed to: • Prevent material traffic impacts on the surrounding roadway network. Minimize parking impacts both to public parking and access to private parking to the greatest extent practicable. Ensure safety for both those constructing the project and the surrounding community. • Prevent substantial truck traffic through residential neighborhoods. The Construction Impact Mitigation Plan shall be subject to review and approval by the following City departments: Department of Public Works; Fire; Planning and Community Development; and Police. This review will ensure that the Plan has been designed in accordance with this mitigation measure. This review shall occur prior to commencement of any construction staging for the project. The Mitigation Plan shall; at a minimum, include the following: Ongoing Requirements Throughout the Duration of Construction A detailed traffic control plan for work zones shall be maintained which includes at a minimum accurate existing and proposed: parking and travel lane configurations; warning, regulatory, guide and directional signage; and area sidewalks, bicycle lanes and parking lanes. The plan shall include specific information regarding the project's construction activities that may disrupt normal pedestrian and traffic flow and the measures to address these disruptions. Such plans must be reviewed and approved by the Transportation Management Division prior to commencement of construction and implemented in accordance with this approval. • Work within the public right -of -way shall be performed between 9:00 AM and 4:00 PM, including: dirt and demolition material hauling and construction material delivery. Work within the public right -of -way outside of these howl shall only be allowed after the issuance of an after -hours construction permit. Streets and equipment shall be cleaned in accordance with established PW requirements. Exhibit I Page 1 • Trucks shall only travel on a City approved construction route. Truck queuing /staging shall not be allowed on Santa Monica streets. Limited queuing may occur on the construction site itself. • Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be on -site, with a minimum amount of materials within a work area in the public right -of -way, subject to a current Use of Public Property Permit. • Any requests for work before or after normal construction hours within the public right -of -way shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division. • Off - street parking shall be provided for construction workers. This may include the use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica. Project Coordination Elements That shall Be Implemented Prior to Commencement of Construction • The traveling public shall be advised of impending construction activities (e.g. information signs, portable message signs, media listing /notification, implementation of an approved traffic control plan). • Any construction work requiring encroachment into public rights -of -way, detours or any other work within the public right -of -way shall require approval from the City through issuance of a Use of Public Property Permit, Excavation Permit, Sewer Permit or Oversize Load Permit, as well as any Caltrans Permits required. • Timely notification of construction schedules shall be given to all affected agencies (e.g., Big Blue Bus, Police Department, Fire Department, Department of Public Works, and Planning and Community Development Department) and to all owners and residential and commercial tenants of property within a radius of 500 feet. • Construction work shall be coordinated with affected agencies in advance of start of work. Approvals may take up to two weeks per each submittal. • The Strategic Transportation Planning Division shall approve of any haul routes, for earth, concrete or construction materials and equipment hauling. Exhibit Page 2 CON -2(a) Diesel Equipment Mufflers All diesel equipment shall be operated with closed engine doors and shall be equipped with factory- recommended mufflers. CON -2(b) Electrically- Powered Tools. Electrical power shall be used to run air compressors and similar power tools. CON -2(c) Restrictions on Excavation and Foundation /Conditioning. Pile driving, excavation, foundation- laying, and conditioning activities (the noisiest phases of construction) shall be restricted to between the hours of 10:00 AM and 3:00 PM, Monday through Friday, in accordance with Section 4.12.110(d) of the Santa Monica Municipal Code. CON -2(d) Additional Noise Attenuation Techniques. For all noise generating construction activity on the project site, additional noise attenuation techniques shall be employed to reduce noise levels at to 83 dB or less from 8:00 to 6,00 PM weekdays and 9:00 AM to 5:00 PM Saturdays. Per the Noise Ordinance, construction noise may exceed 83 dB if it only occurs between 10:00 AM and 3:00 PM. Such techniques may include, but are not limited to, the use of sound blankets on noise generating equipment and the construction of temporary sound barriers around the perimeter of the project construction site. CON -2(e) Construction Sign Posting. In accordance with Municipal Code Section 4.12.120, the project applicant shall be required to post a sign informing all workers and subcontractors of the time restrictions for construction activities. The sign shall also include the City telephone numbers where violations can be reported and complaints associated with construction noise can be submitted. CON -3(a) ROG Control Measures. The applicant shall ensure that architectural coatings used on the project comply with SCAQMD Rule 1113, which limits the VOC content of architectural coatings. Exhibit 1 Page 3 CON -3(b) Fueitive Dust Control Measures. The following shall be implemented during construction to minimize fugitive dust and associated particulate emissions: • Sufficiently water all excavated or graded material to prevent excessive amounts of dust. • Watering shall occur at least three times daily with complete coverage, preferably at the start of the day, in the late morning and after work is done for the day. • Cease all grading, earth moving or excavation activities during periods of high winds (i.e., greater than 20 mph measured as instantaneous wind gusts) so as to prevent excessive amounts of dust. Securely cover all material transported on and off -site to prevent excessive amounts of dust. • Cover all soil stockpiles. • Limit on -site vehicle speeds to 15 mph. • Install wheel washers where vehicles enter and exit the construction site onto paved roads or wash off trucks and any equipment leaving the site each trip. • Appoint a construction relations officer to act as a community liaison concerning on -site construction activity including resolution of issues related to PM 10 generation. • Sweep streets at the end of the day using SCAQMD Rule 1186 certified street sweepers or roadway washing trucks if visible soil is carried onto adjacent public paved roads (recommend water sweepers with reclaimed water). Exhibit Page 4 EXHIBIT "J" ASSIGNMENT AND ASSUMPTION AGREEMENT Recording Requested By and When Recorded Mail To: Armbruster & Goldsmith, LLP 11611 San Vicente Blvd., Suite 900 Los Angeles, CA 90049 Attn: Howard Weinberg, Esq. ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is made and entered into by and between , a ( "Assignor "), and ( "Assignee "). RECITALS A. The City of Santa Monica ( "City ") and Assignor entered into that certain Development Agreement dated , 2013 (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 tract 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. Exhibit Page 7 THEREFORE, the parties agree as follows: Assi ng ment. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee hereby accepts such assignment from Assignor. 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. "ASSIGNOR" [SIGNATURE BLOCK] "ASSIGNEE" [SIGNATURE BLOCK] Exhibit J Page 2 RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Santa Monica on this day of CITY OF SANTA MONICA By: Planning Director Exhibit J Page 3 EXHIBIT "K" VTP RESIDENT RELOCATION PLAN OPTION #1 Move to City of Santa Monica -Owned Mountain View Mobilehome Park Any resident who chooses to move into the City -owned Mountain View Mobilehome Park will be offered the following: Owner shall purchase, install, and transfer title to resident a manufactured home that is reasonably similar architecturally to those previously approved by the ARB, with the exception of green screens for all units and corrugated metal roofing material for units that do not have frontage on Stewart Street. Installation of the replacement manufactured home shall include all utility connections. 2. Owner payment of moving costs associated with moving all personal property based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. Services of a relocation specialist and/or case manager to assist such resident through all aspects of the relocation to include, but not be limited to, explaining options and relocation assistance program details, identifying replacement sites, coordinate moving arrangements and payment of benefits. 4. Owner to assume cost of disposing trailers. Owner payment of $1,500 for personal property allowance. Benefits are contingent upon the unit owner cooperating with the Owner in the. acquisition and completing of documents for the transfer of title of the resident's existing VTP unit. OPTION #2 — Fixed Payment In -Lieu of Actual Move Costs While replacement housing may be available, the locations of the replacement housing may not be in a location acceptable to a mobilehome owner. Therefore, any resident who chooses not to move or does not move their unit within the legal noticing requirements, an alternative mitigation benefit to facilitate moving to other replacement housing of the resident's choice, is offered as follows: 1. Owner will make the greater of $20,000 or a lump sum cash payment based on estimates by at least 3 professional moving companies for the reasonable cost to actually move a unit to another mobilehome park up to 50 miles, assuming it could be moved. The estimates may be obtained by either the Owner or the resident. Exhibit K Page 1 2. Payments will be made to the legal owner of the unit. 3. Owner payment of moving costs associated with moving all personal property based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. 4. Services of a relocation specialist and /or case manager to assist such resident through all aspects of the relocation to include, but not be limited to, explaining options and relocation assistance program details, identifying replacement sites, coordinate moving arrangements and payment of benefits. 5. Owner to pay to the legal owner of the unit the fair market value of the unit, as stated in Table 6 of the Tenant Impact Report. 6. Owner to assume cost of disposing trailers. Benefits are contingent upon the unit owner cooperating with the Owner in the acquisition and completing of documents for the transfer of title of the resident's existing VTP unit. OPTION #3 — Temporary Relocation during Project Construction with Move Back to VTP apartments in new Project Any resident who chooses to temporarily relocate to replacement housing that could increase their existing housing costs and elects to have the right of first refusal on rent - controlled, affordable apartments in the new project will be offered the following: Payment of tenant relocation assistance as required by SMMC Chapter 4.36, subject to paragraph 2 below. 2. (A) For low income or very low income or extremely low income households, payment of rental differential, if any, between existing total rent and replacement housing total rent for up to the earlier of project completion or seven and one -half (7.5) years of tenancy in a comparable unit. For purposes of this Agreement, a comparable housing unit shall be identified based on factors including but not be limited to: size, price, location, proximity to medical and recreational facilities, parks, community centers, shops, transportation, schools, places of worship, amenities, and if desired by the resident, location of the rental unit in the City of Santa Monica. The replacement housing total rent per month shall not exceed $1,352.00 per month. If tenant relocation assistance is less than the rental differential then tenant relocation assistance shall be subtracted from rental differential. If tenant relocation assistance exceeds rent differential, then rent differential is not proposed. (B) For households that do not qualify as low income, very low income or extremely low income, payment of rental differential, if any, between existing total rent and replacement housing total rent for up to the earlier of project completion or Exhibit K Page 2 four (4) years of tenancy in a comparable unit. For purposes of this Agreement, a comparable housing unit shall be identified based on factors including but not be limited to: size, price, location, proximity to medical and recreational facilities, parks, community centers, shops, transportation, schools, places of worship, amenities, and if desired by the resident, location of the rental unit in the City of Santa Monica. The replacement housing total rent per month shall not exceed $1,352.00 per month. If tenant relocation assistance is less than the rental differential then tenant relocation assistance shall be subtracted from rental differential. If tenant relocation assistance exceeds rent differential, then rent differential is not proposed. 3. Owner payment of moving costs associated with moving all personal property based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. 4. Owner payment of moving costs associated with moving all personal property back to the Project based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. Set-vices of a relocation specialist and /or case manager to assist such resident through all aspects of the relocation to include, but not be limited to, explaining options and relocation assistance program details, identifying replacement sites, coordinate moving arrangements and payment of benefits. The options described above more than adequately mitigate the adverse impacts of the closure upon the residents of the VTP. 6. Upon completion of construction of the Project, Developer shall give VTP Residents who select this Option #3 a notice of their right to move in. Any VTP Resident who elects to return to the Project pursuant to any of the foregoing relocation options in this Exhibit "K" must execute Developer's standard form lease for the Project within forty -five (45) days after Developer delivers written notice to such VTP Resident that the Project is available for occupancy. If a VTP Resident fails to execute a lease and/or take occupancy within such 45 -day period, then thereafter Developer shall have no further obligation to lease a dwelling unit in the Project to any member of such VTP Resident. Senior and disabled VTP Residents who select this Option #3 and who are income qualified will be given preference on moving into the Very Low Income Units. 7. Upon completion of construction of the Project, if there are qualified very low income VTP residents who choose this option, then for all such qualified residents, they shall be offered leases in the Very Low Income Units in the Project; provided that the rent payable under such leases will not exceed Very Low Income rents for Very Low Income Households as established annually by the City. 8. Owner to pay to the legal owner of the unit the fair market value of the unit, as stated in Table 6 of the Tenant Impact Report. Exhibit K Page 3 9. Owner to assume cost of disposing trailers. 10. Owner payment of $1,500 for personal property allowance. Benefits are contingent upon the unit owner cooperating with the Owner in the acquisition and completing of documents for the transfer of title of the resident's existing VTP unit. OPTION 94 — Move to Another Mobilehome Park Outside of Santa Monica Any resident, who chooses and is able to move their mobilehome or cannot move their unit (e.g. trailers and recreational vehicles) and would like to live in another mobilehome park that is not located in the City of Santa Monica, will be offered the following: 1. The reasonable cost of physically moving the mobilehome and movable improvements such as patios, carports and porches, to a new site within 50 miles of VTP, which includes but is not limited to, dismantling, packing, moving, reassembling, rebuilding, including skirting and tie - downs, and unpacking, as necessary. 2. If the unit (e.g. trailers and recreational vehicles) cannot be reasonably moved to another mobilehome park, Owner shall purchase, install, and transfer title to resident a comparable, qualifying replacement mobilehome satisfactory to the resident. For purposes of this Agreement, the factors in determining a comparable, qualifying replacement mobilehome shall include but not be limited to the following: size and amenities. 3. Owner payment of moving costs associated with moving all personal property based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. 4. If an actual move by a professional moving company is chosen, as described above, payment of new utility connections, when replacing the mobilehome owner's current service (excluding any possible utility deposits charged by the new providers or additional services). 5. Services of a relocation specialist and /or case manager to assist such resident through all aspects of the relocation to include, but not be limited to, explaining options and relocation assistance program details, identifying replacement sites, coordinate moving arrangements and payment of benefits. 6. Owner to assume cost of disposing trailers. 7. Owner payment of $1,500 for personal property allowance. Exhibit K Page 4 Benefits are contingent upon the unit owner cooperating with the Owner in the acquisition and completing of documents for the transfer of title of the resident's existing VTP unit. OPTION #5 — Move to Conventional Rental Housin Any resident who chooses to move to conventional rental housing will be offered the following: Payment of tenant relocation assistance as required by SMMC Chapter 4.36, subject to paragraph 2 below. 2. Payment of rental differential, if any, between existing total rent and replacement housing total rent for up to four (4) years of tenancy in a comparable unit. For purposes of this Agreement, a comparable housing unit shall be identified based on factors including but not be limited to: size, price, location, proximity to medical and recreational facilities, parks, community centers, shops, transportation, schools, places of worship, amenities, and if desired by the resident, location of the rental unit in the City of Santa Monica. The replacement housing total monthly rent shall not exceed $1,352.00 per month. If tenant relocation assistance is less than the rental differential then tenant relocation assistance shall be subtracted from rental differential. If tenant relocation assistance exceeds rent differential, then rent differential is not proposed. 3. Owner payment of moving costs associated with moving all personal property based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. 4. Services of a relocation specialist and /or case manager to assist such resident through all aspects of the relocation to include, but not be limited to, explaining options and relocation assistance program details, identifying replacement sites, coordinate moving arrangements and payment of benefits. The options described above more than adequately mitigate the adverse impacts of the closure upon the residents of the VTP. 5. Owner to pay to the legal owner of the unit the fair market value of the unit, as indicated in Table 6 of the Tenant Impact Report. 6. Owner to assume cost of disposing trailers. 7. Owner payment of $1,500 for personal property allowance. Benefits are contingent upon the unit owner cooperating with the Owner in the acquisition and completing of documents for the transfer of title of the resident's existing VTP unit. Exhibit K Page 5 OPTION #6 — Move to Related /Santa Monica Village LLC's Affordable Housing Project Any resident who chooses to move to a Related /Santa Monica Village Affordable Unit will be offered the following: 1. Payment of tenant relocation assistance as required by SMMC Chapter 4.36, subject to paragraph 2 below. 2. Payment of rental differential, if any, between existing total rent and replacement housing total rent for up to four (4) years of tenancy in a comparable unit. For purposes of this Agreement, a comparable housing unit shall be identified based on factors including but not be limited to: size, price, location, proximity to medical and recreational facilities, parks, community centers, shops, transportation, schools, places of worship, amenities, and if desired by the resident, location of the rental unit in the City of Santa Monica. The replacement housing total monthly rent shall not exceed $1,352.00 per month. If tenant relocation assistance is less than the rental differential then tenant relocation assistance shall be subtracted from rental differential. , If tenant relocation assistance exceeds rent differential, then rent differential is not proposed. 3. Owner payment of moving costs associated with moving all personal property based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. 4. Services of a relocation specialist and /or case manager to assist such resident through all aspects of the relocation to include, but not be limited to, explaining options and relocation assistance program details, identifying replacement sites, coordinate moving arrangements and payment of benefits. 5. Owner to pay to the legal owner of the unit the fair market value of the unit, as indicated in Table 6 of the Tenant Impact Report. 6. Owner to assume cost of disposing trailers. 7. Owner payment of $1,500 for personal property allowance. Benefits are contingent upon the unit owner cooperating with the Owner in the acquisition and completing of documents for the transfer of title of the resident's existing VTP unit. Owner shall continue to operate the Village Trailer Park in a manner so that residents that both qualify for Option #6 and who have chosen Option #6 shall not be required to vacate their units at VTP until the Related /Santa Monica Village Affordable Unit is available for occupancy. Exhibit K Page 6 OPTION #7 — Mutual Agreement Between Owner and VTP Resident At any time in the course of the Park closure process, the residents and Owner may find it agreeable to achieve settlement by means of other compensation and /or agreement not listed in the scenarios above including moving to available spaces within the Residual Parcel. Not all of the occupants of the Park are in the same financial situation or may feel that the compensation provided by the above options does not meet their specific and unique needs. While this Agreement outlines possible relocation options in the closure process, it does not outline options tailored to the very specific needs of every affected resident. These residents and Owner may therefore agree to any and all alternative benefits, services and /or compensation to secure title for removal of the mobilehome that is deemed mutually beneficial to both parties. OPTION #8 — Seasonal Residents 1. VTP Residents who have a primary residence at a location other than VTP shall be entitled to tenant relocation assistance as required by SMMC Chapter 4.36. 2. Owner payment of moving costs associated with moving all personal property based on an actual move by a professional moving company or a $500 cash moving allowance if chosen by the resident. 3. Owner to pay to the legal owner of the unit the fair market value of the unit, as indicated in Table 6 of the Tenant Impact Report. 4. Owner to assume cost of disposing trailers. Benefits are contingent upon the unit owner cooperating with the Owner in the completing of documents for the transfer of title of the unit. RELOCATION PROCEDURES 1. Developer shall select and execute a contract with a relocation consultant within 30 days of approval of this Agreement, which selection shall be approved by the Planning Director. The scope of services and reporting requirements in the relocation consultant's contract shall be approved by the City Attorney. The Planning Director and City Attorney shall review and approve the relocation consultant's contract within fifteen (15) business days of submittal. 2. The process and procedures for residents to claim relocation benefits and obtain advisory assistance shall be as follows: Claim Relocation Benefits At residents' request, the relocation consultant will meet with each resident to verify information, gather together required documentation, and fill out applications as needed. As residents choose from the list of relocation options, Exhibit K Page 7 the resident can avail themselves of the relocation benefits. The process and procedures for residents claiming their relocation benefits is as follows: i. Residents will provide all necessary documentation to substantiate eligibility for the monetary assistance ii. Assistance amounts would be as listed in the mitigation options above iii. Resident will notify relocation specialist of intent to move and relocation specialist, in conjunction with resident, will complete and submit to Owner required claim forms to request eligible funds; iv. Owner will review and, if in conformance with previously approved mitigation options, will authorize payment, or request additional information (e.g. requesting transfer of clear title to unit); v. The relocation consultant will issue benefit checks, which will be available on -site for pick -up, delivered personally or mailed, depending on circumstances; vi. Receipts of payments will be obtained and maintained in the relocation case file. Advisory Assistance Throughout the entire relocation process, the relocation consultant will be available to assist residents with their relocation assistance needs including the following: i. Be available to provide continuous explanation of benefits so residents have a full understanding of the issue related to closure of VTP. ii. Provide residents with on -going reports of available replacement housing to preferred locations of the resident. iii. Provide assistance as needed and requested to lessen hardships by working with the resident and housing resources including but not limited to real estate agents, property managers, and lenders to secure replacement housing. iv. If applicable, facilitate interaction between resident and professional furniture movers and companies that will disassemble, transport and reinstall a mobilehome, as defined by Civil Code Section 798.3. v. Facilitate interaction between resident and health care providers and other social service providers. vi. Assist residents in inspecting replacement housing if resident does not have a car or cannot drive by coordinating transportation so resident can inspect replacement housing opportunities. vii. Provide assistance in claiming eligible monetary benefits from Owner. viii. Other individual assistance that may be required on a case -by -case basis. ix. If necessary, a temporary project site office may be maintained throughout the relocation process that will be accessible to all VTP residents to provide relocation assistance. The office will be staffed with an experienced relocation coordinator, counselors and other professionals and Exhibit K Page 9 office hours will be scheduled to accommodate residents during normal business hours and on -call service (if necessary) thereafter. 3. The Owner shall serve the following documents, to be reviewed and approved by the Planning Director within five (5) business days of submittal, with the Notice of Closure required by Section 5.6.3 of this Agreement: • Clear explanation of payments and relocation benefits required by this Exhibit "K"; • Claim form that explains the requirements for how VTP residents may file claims for benefits; • Grievance procedures; and • How residents may obtain advisory assistance from the relocation consultant. 4. Prior to serving Notice of Closure pursuant to Section 5.6.2 of this Agreement, Owner shall post an acceptable security with the City of Santa Monica to satisfy the obligations set forth in this relocation plan in a sum not less than $18,500 for each VTP resident. After each resident has selected a relocation option and within fifteen (15) business days of the conclusion of the 120 -day period required by Item 46 of these Relocation Procedures, Owner shall post an additional acceptable security with the City of Santa Monica that reflects the full amount of relocation options chosen by VTP residents. With respect to the additional' security required for residents that select Option 2(a), Owner shall post the full amount of the rent differential for the initial five (5) year period within fifteen (15) business days of the conclusion of the 120 -day period required by Item #6 of these Relocation Procedures. If the Project is not completed within five (5) years of the Effective Date, before the expiration of that five year period, Owner shall post the full amount of the rent differential for year six. If the Project is not completed within six (6) years of the Effective Date, before the expiration of that six year period, Owner shall post the full amount of the rent differential for year seven. If the Project is not completed within seven (7) years of the Effective Date, before the expiration of that seven year period, Owner shall post the full amount of the rent differential for the following six (6) month period. Failure to timely post the additional security required by this paragraph shall constitute an Event of Monetary Default and shall be grounds for termination of this Development Agreement pursuant to Section 11.4. The relocation consultant will be responsible for administering and disbursing the relocation benefits to the residents. Notwithstanding anything to the contrary in this sub -part 4, the Owner may establish an escrow with an escrow agent and the relocation consultant, on terms reasonably acceptable to the City, and deposit into such escrow funds equal to Owner's obligations set forth above and such escrow funds shall constitute adequate security for Owner's obligations regarding payment of these relocation amounts. Payments and all benefits outlined herein will only be paid and/or provided to VTP Residents who have not already relocated from the Village Trailer Park. Exhibit K Page 9 Payments and benefits and rights herein described including but not limited to rights in the Rental Housing Units in the Project will be personal to, and will not accrue to anyone other than, the VTP Residents. No rights herein will be assignable nor shall any heirs or beneficiaries or other parties gain any rights to any of the benefits and/or payments described herein. 6. VTP Residents shall have 120 days after service of Notice of Closure pursuant to Section 5.6.2 of this Agreement to select a relocation option. Residents choosing Option 41 or Option #6 need to be found eligible and approved to move to either MMVMHP or Related /Santa Monica Village Affordable Units within fifteen (15) business days of the conclusion of this 120 -day period. Residents who do not choose an option within the 120 days shall be deemed to have chosen, at Developer's option, either (a) the cash payment portion of Option #2 or (b) to be relocated to the Residual Parcel in a qualifying mobilehome to be provided by the Developer as set forth in Option #4. In the event that VTP residents cannot qualify to move to Mountain View, they will be provided first option for available spaces at the Residual Parcel. Developer shall accept Section 8 vouchers, if available, from VTP Residents who return to the Project in accordance with the terms of this Exhibit 'W'. MANNER OF PAYMENTS Payments and all benefits outlined herein shall be made according to the following schedule: Upon notifying the relocation consultant of the selection of a relocation option, residents who select Options #3, 95 or 46 shall receive $2,704. Residents who select Option #1 or #4 shall receive the first and last month's rent required by the mobilehome park selected by the resident. 2. Upon notifying the relocation consultant of the selection of a relocation option, residents who select Option #2, or #8 shall receive the full payments and benefits as indicated in each Option, subject to meeting all requirements in each Option. Upon notifying the relocation consultant of the selection to accept the moving allowance for moving personal property rather than have the Owner pay for the move, residents shall receive the $500 cash moving allowance. 4. Upon completing documents for the transfer of title of the resident's existing VTP unit to the Owner, residents shall receive the remainder of the payments and relocation benefits for their selected relocation option with the exception of Options 43, #5 and #6. For residents who select Option #3, #5 or #6, upon completing documents for transfer of title of resident's existing VTP unit, residents shall receive full payment for the fair market value for their existing unit as indicated in Table 6 of the Tenant Exhibit K Page 10 Impact Report and receive the rent differential in monthly installments based on the requirements of the Option selected under this Relocation Plan. Exhibit K Page 11 EXHIBIT "L" fio M It it Gy Exhibit L Page I IN: R i WIN it it Fit i N iW J, I I F, !'1 1 IFIVINVVINVA KIM 11; (MAIllut it it P; 2 a 12 s IN =^ ;INII H it It it Gy Exhibit L Page I IN: R i It it Gy Exhibit L Page I a as CCIIa Lo rucESwnt .. yi- - - - - --- - - - - --- - - - - - J'-. 7 3--1 'e Santa Monica DPARTMEN7 OF PUBUC WOUCS arc 119. b w w ly c• Santa Moafea DEPAUMENTOF PUBLIC WOW _ v R- 72 f r.....W «.,. ::: y Y"« �.n..••...w...r.... - :;...: RGNSFDTF_�TATIVF.Tar1CT.VAP.�'Q :fVN -., ,LI = .er_.`_ '. /oFU2Vna 4cvFDGTEtamsaN.(0.vgtl L4, __ ATTACHMENT 2 Available at the City Clerk's office and electronically. 14 1 ATTACHMENT 3 REVISED RESOLUTION ADO • -- ffff - • is •= 10 Lcjl u or-, ► 15 RESOLUTION NO.* COPI (City Council Series) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA MAKING FINDINGS NECESSARY TO APPROVE THE VILLAGE TRAILER PARK PROJECT, ADOPTING A STATEMENT OF OVERRIDING CONSIDERATION, AND MITIGATION MONITORING PLAN WHEREAS, a Draft Environmental Impact Report was prepared in September 2011 and a Final Environmental Impact Report (Final EIR) was prepared in April 2012 which analyzes the environmental effects of the Village Trailer Park Project; and WHEREAS, subsequent to publication of the Final EIR, the applicant revised the Village Trailer Park Project that would result in a reduction of new development and the retention of 10 mobile home spaces; and WHEREAS, pursuant to CEQA Guidelines Section 15088.5, portions of the Environmental Impact Report were recirculated (Recirculated EIR) in August 2012 to provide significant new information with regard to the revised Village Trailer Park Project; and WHEREAS, a Revised Environmental Impact Report (Revised Final EIR) was prepared in November 2012 which consists of the original Draft EIR, Final EIR, Recirculated EIR, and responses to comments received on the Recirculated EIR WHEREAS, the Santa Monica City Council, as Lead City Agency, reviewed the Revised Final Environmental Impact Report in full compliance with State and City CEQA Guidelines; and WHEREAS, on November 13, 2012, the City Council certified that the Revised Final Environmental Impact Report was prepared. in full compliance with State and City CEQA Guidelines, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Consistent with Article IV, Section 12 of the City of Santa Monica CEQA Guidelines and Section 15128 of the State CEQA Guidelines, the Initial Study /Notice of Preparation determined that the following environmental impacts were not eff45 considered potentially significant and were not addressed further in the Revised Final Environmental Impact Report: Agriculture and Forest Resources and Mineral Resources. SECTION 2. Consistent with Article VI, Section 12 of the City of Santa Monica CEQA Guidelines and Section 15091 and 15092 of the State CEQA Guidelines, and as detailed in the Final EIR, the City Council finds that impacts would be less than significant without mitigation for air quality (operational), cultural resources, greenhouse gas emissions, land use, noise (operational), population/housing, public services and recreation, and utilities and service systems. SECTION 3. Consistent with Article VI, Section 12 of the City of Santa Monica CEQA Guidelines and Sections 15091 and 15092 of the State of California CEQA Guidelines, the City Council finds that most impacts resulting from the proposed project can be reduced to an acceptable level. More specifically, significant environmental effects as identified below can feasibly be avoided and have been eliminated or substantially lessened to less than significant. (a) The Revised Final EIR determined that without mitigation the proposed project could result in significant adverse impacts to biological resources. Consistent with Article VI, Section 12 of the City CEQA Guidelines and Section 15091 and 15092 of the State of California CEQA Guidelines and as detailed in the Revised Final EIR, the City Council finds that the following mitigation measure has been required for the project that will avoid or reduce most of the project's impacts on biological resources to below levels of significance: eff45 BR9 Prior to removal, trees on the project site will be inspected for bird nests by a qualified biologist. Inspection of the trees shall occur prior to the typical breeding /nesting season (March 1st through August 30th). If nesting is observed, the biologist shall recommend a buffer area with a specified radius to be established, within which no disturbance or intrusion shall be allowed until the young had fledged and left the nest or it is determined by the monitoring biologist that the nest has failed. If no nesting is observe, trees to be removed from within the project site shall be netted to prevent birds from inhabiting the trees prior to removal and construction. (b) The Revised Final EIR determined that without mitigation the proposed project could result in significant adverse impacts as a result of construction effects. Consistent with Article VI, Section 12 of the City CEQA Guidelines and Section 15091 and 15092 of the State of California CEQA Guidelines and as detailed in the Revised Final EIR, the City Council finds that the following mitigation measures have been required for the project that will avoid or reduce most of the project's construction impacts to below levels of significance: C ®N1 The construction contractor shall utilize super - compliant architectural coatings as defined by the SCAQMD (VOC standard of less than ten grams per liter). C ®N2 Water or a stabilizing agent shall be applied to exposed surfaces at least two times per day to prevent generation of dust plumes. eff45 CON3 The construction contractor shall utilize at least one of the following measures at each vehicle egress from the project site to a paved public road: ® Install a pad consisting of washed gravel maintained in clean condition to a depth of at least six inches and extending at least 30 feet wide and at least 50 feet long; ® Pave the surface extending at least 100 feet and at least 20 feet wide; ® Utilize a wheel shaker /wheel spreading device consisting of raised dividers at least 24 feet long and 10 feet wide to remove bulk material from tires and vehicle undercarriages; or ® Install a wheel washing system to remove bulk material from tires and vehicle undercarriages. CON4 All haul trucks hauling soil, sand, and other loose materials shall be covered (e.g., with tarps or other enclosures that would reduce fugitive dust emissions). CONS Construction activity on unpaved surfaces shall be suspended when wind speed exceed 25 miles per hour (such as instantaneous gusts). CONE Ground cover in disturbed areas shall be replaced as quickly as possible. Otherwise, non -toxic chemical soil stabilizers shall be applied according to manufacturer specifications, to all inactive portions of the construction site (previously graded areas inactive for four days or more). CON7 Heavy -duty equipment operations shall be suspended during first and second stage smog alerts. eff45 CON8 All construction equipment shall be equipped with mufflers and other suitable noise attenuation devices. CON9 Grading and construction contractors shall use quieter equipment as opposed to noisier equipment (such as rubber -tired equipment rather than metal- tracked equipment). CON10 The construction contractor shall use on -site electrical sources to power equipment rather than diesel generators when electricity is readily available. CON 11 Construction haul truck and materials delivery traffic shall avoided residential areas whenever feasible CON 12 Construction noise levels shall not exceed the City of Santa Monica's noise standards except for between the hours of 10:00 a.m. and 3:00 p.m., Monday through Friday, in accordance with Section 4.12.110(d) of the Santa Monica Municipal Code CON 13 In accordance with Santa Monica Municipal Code Section 4.12.120, the project applicant shall be required to post a sign informing all workers and subcontractors of the time restrictions for construction activities. The sign shall also include the City telephone numbers where violations can be reported and complaints associated with construction noise can be submitted eff45 CON 14 The applicant shall prepare, implement, and maintain a Construction Impact Mitigation Plan which shall be designed to: a Prevent material traffic impacts on the surrounding roadway network; a Minimize parking impacts both to public parking and access to private parking to the greatest extent practicable; a Ensure safety for both those constructing the project and the surrounding community; and ® Prevent substantial truck traffic through residential neighborhoods. The Construction Impact Mitigation Plan shall be subject to review and approval by the following City departments: Environmental and Public Works Management (EPWM); Fire; Planning and Community Development; and Police to ensure that the Plan has been designed in accordance with this mitigation measure. This review shall occur prior to commencement of any construction staging for the project. It shall, at a minimum, include the following: Ongoing Requirements Throughout the Duration of Construction a A detailed traffic control plan for work zones shall be maintained which includes at a minimum accurate existing and proposed: parking and travel lane configurations; warning, regulatory, guide and directional signage; and area sidewalks, bicycle lanes and parking lanes. The plan shall include specific information regarding the project's construction activities that may disrupt normal pedestrian and traffic flow and the measures to address these disruptions. Such plans must be reviewed and approved by the 045 Transportation Management Division prior to commencement of construction and implemented in accordance with this approval. ® Work within the public right -of -way shall be performed between 9:00 a.m. and 4:00 p.m., including: dirt and demolition material hauling and construction material delivery. Work within the public right -of -way outside of these hours shall only be allowed after the issuance of an After Hours Permit. ® Streets and equipment shall be cleaned in accordance with established EPWM requirements. ® Trucks shall only travel on a City- approved construction route. Truck queuing /staging shall not be allowed on Santa Monica streets. Limited queuing may occur on the construction site itself. ® Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be on -site, with a minimum amount of materials within a work area in the public right -of -way, subject to a current Use of Public Property Permit. ® Any requests for work before or after normal construction hours within the public right -of -way shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division. ® Provision of off - street parking for construction workers, which may include the use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica. Proiect Coordination Elements That Shall Be Implemented Prior to Commencement of Construction eff45 • Advise the traveling public of impending construction activities (e.g. information signs, portable message signs, media listing /notification, implementation of an approved traffic control plan). • Approval from the City through issuance of a Use of Public Property Permit, Excavation Permit, Sewer Permit or Oversize Load Permit, as well. as any Caltrans Permits required, for any construction work requiring encroachment into public rights -of -way, detours or any other work within the public right-of- way. ® Timely notification of construction schedules to all affected agencies (e.g., Big Blue Bus, Police Department, Fire Department, Environmental and Public Works Management Department, and Planning and Community Development Department) and to all owners and residential and commercial tenants of property within a radius of 500 feet. ® Coordination of construction work with affected agencies in advance of start of work. Approvals may take up to two weeks per each submittal. ® Approval by the Transportation Management Division of any haul routes involving earth, concrete or construction materials, and equipment hauling (c) The Revised Final EIR determined that without mitigation the proposed project could result in significant adverse impacts to geology /soils. Consistent with Article VI, Section 12 of the City CEQA Guidelines and Section 15091 and 15092 of the State of California CEQA Guidelines and as detailed in the Revised Final EIR, the City Council finds that the following mitigation measures have been required for the project that will avoid or reduce most of the project's geology impacts to below levels of significance: eff45 GS1 At the time of final building plan check, a site - specific Geotechnical Report shall be submitted to the City of Santa Monica Building and Safety Division for review and approval. The Geotechnical Report shall be prepared in accordance with the City's Guidelines for Geotechnical Reports and at a minimum shall address: seismic hazards (fault management zone; groundshaking; liquefaction; subsidence, etc); hydrocollapse potential; and expansive soils. Information obtained from the Geotechnical Report shall be incorporated into the design and construction of the proposed project. The recommendations provided in the Geotechnical Report as well as Santa Monica Building Code requirements regarding foundation design, retaining wall design, excavations and shoring shall be fully implemented. GS2 Construction and excavation activities shall adhere to the Best Management Practices (BMPs) set forth by the City of Santa Monica Urban Runoff Pollution Ordinance (Chapter 7.10 of the Santa Monica Municipal Code). Such BMPs include using plastic coverings to prevent erosion of any unprotected area, such as mounds of dirt or dumpsters, along with devices designed to intercept and safely divert runoffs. GS3 All grading activities shall be scheduled for completion before the start of the rainy season (between November and April) to the extent feasible. If grading events do occur during the, raining season, a rain event action plan shall be prepared and designed to protect all exposed portions of the site within 48 hours of any likely precipitation event forecast of 50 percent or greater probability eff45 GS4 An erosion control plan that identifies BMPs shall be implemented to the satisfaction of the City of Santa Monica Building and Safety Department to minimize potential erosion during construction. The erosion control plan shall be a condition prior to issuance of any grading permit. GS5 Provisions shall be made for adequate surface drainage away from the areas of excavation as well as protection of excavated areas from flooding. The grading contractor shall control surface water runoff and the transport of silt and sediment. (d) The Revised Final EIR determined that without mitigation the proposed project could result in significant adverse impacts related to hazards /hazardous materials. Consistent with Article VI, Section 12 of the City CEQA Guidelines and Section 15091 and 15092 of the State of California CEQA Guidelines and as detailed in the Revised Final EIR, the City Council finds that the following mitigation measures have been required for the project that will avoid or reduce most of the project's impacts related to hazards /hazardous materials to below levels of significance: HIVII Prior to issuance of a demolition permit, for the permanent structures on the project site a Licensed Asbestos Inspector shall be retained to determine the presence of asbestos and asbestos containing materials (ACM) within structures to be demolished that are present on the project site. If asbestos is discovered, a Licensed Asbestos Abatement Contractor shall be retained to safely remove all asbestos from the development site. 045 HIV12 Prior to issuance of a demolition permit, lead -based paint testing shall be conducted for existing structures and trailers to be demolished. All materials identified as containing lead shall be removed by a licensed lead -based paint/materials abatement contractor. HM3 An operations and maintenance program shall be implemented in order to safely manage the suspect ACMs and LBP located at the project site. (e) The Revised Final EIR determined that without mitigation the proposed project could result in significant adverse impacts related to hydrology /water quality. Consistent with Article VI, Section 12 of the City CEQA Guidelines and Section 15091 and 15092 of the State of California CEQA Guidelines and as detailed in the Revised Final EIR, the City Council finds that the following mitigation measures have been required for the project that will avoid or reduce most of the project's impacts related to hydrology /water quality to below levels of significance: b11W1 If temporary and /or permanent dewatering on the project site is required, the Applicant shall obtain a dewatering permit from the City of Santa Monica Water Resources Protection Program prior to the issuance of a grading permit. Soil and groundwater testing to a minimum depth of 50 feet. shall be conducted to the satisfaction of the Water Resources Protection Program staff. If contaminated groundwater is discovered on -site, treatment and discharge of the contaminated groundwater shall be conducted in compliance with applicable regulatory requirements including the Los Angeles Regional Water Quality Control Board standards. eff45 SECTION 4. Consistent with Article IV, Section 12 of the City of Santa Monica CEQA Guidelines and Section 15091, 1.5092, and 15093 of the State of California CEQA Guidelines, the City Council finds that significant adverse environmental effects in the areas of shadows, construction impacts, and traffic /transportation cannot feasibly be avoided or mitigated to below a level of significance. Nevertheless, these impacts are found to be acceptable due to overriding considerations as discussed in Section 6. (a) The Revised Final EIR determined that the. proposed project would result in significant adverse impacts to. shadow impacts. Consistent with Article VI, Section 12 of the City of Santa Monica CEQA Guidelines, and as detailed in the Recirculated EIR in Section 4.1, the City Council finds that the proposed project would result in shadow impacts due to the proximity of the mobile homes that would remain to the east of the proposed new development. The shadow impacts can only be mitigated through a reduction in the height and design of the building. However, the imposition of such reductions would, of necessary, result in a reduction of usable floor space. Such reductions would not achieve project objectives to the same extent as the project. As a result, this impact would be considered significant and unavoidable. (b) The Revised Final EIR determined that the proposed project would result in significant adverse impacts to construction impacts. Consistent with Article VI, Section 12 of the City of Santa Monica CEQA Guidelines, and as detailed in the Revised Final EIR in Section 4.3, the City Council finds that the proposed project would result in construction - related air quality and vibration impacts due to, the eff45 proximity of residential uses to the north and east. Mitigation measures CON1 through CON14 would be implemented to reduce construction impacts to the greatest extent feasible. However, localized construction emissions would exceed SCAQMD significance thresholds for fugitive dust (PM2.5 and PM10) after Mitigation is applied. Therefore, construction . of the proposed project would result in a significant and unavoidable impact related to localized air emissions. In addition, construction vibration levels at nearby receptors would exceed the human annoyance threshold of 87 VdB. Based on the human annoyance threshold, the proposed project would result in a significant impact related to construction vibration. The primary means to reduce construction vibration is to limit the distance between the source and the receiver. Since construction activity must occur on the project site, no feasible mitigation measures are available. As a result, this impact would be considered significant and unavoidable. (c) The Revised Final EIR determined that the proposed project would result in significant adverse impacts from traffic (intersection delay). Consistent with Article VI, Section 12 of the City of Santa Monica CEQA Guidelines, and as detailed in Revised Final EIR in Section 4.3, the City Council finds that the proposed project would result in traffic - related impacts that would exceed significance thresholds at 14 intersections under Approval Year (2011) Plus Project conditions and at 13 intersections under Cumulative (2020) Plus Project conditions. Under Approval Year (Year 2011) Plus Project, the following mitigation measures shall be required to reduce impacts at impacted intersections: eff45 T1 23rd Street/Ocean Park Boulevard. Add an exclusive right -turn lane on the eastbound approach of Ocean Park Boulevard. The mitigation measure was proposed due to the heavy existing eastbound through movement volumes. The proposed mitigation would require shifting the existing eastbound through lane approach approximately two feet to the north to provide room for a functional right - turn lane. The proposed mitigation would require implementation of peak period parking restrictions for the first 75 feet of parking (approximately three parking spaces) closest to the intersection (eastbound on Ocean Park Boulevard, west of 23rd Street) so vehicles can make eastbound right -turns onto 23rd Street from Ocean Park Boulevard during the peak periods or when there is available space outside of peak periods. The proposed mitigation measure would require some restriping and peak period parking restriction signage at the eastbound approach of this intersection. T2 Cloverfield Boulevard /Santa Monica Boulevard. The left -turn phasing for the westbound leg of the Cloverfield Boulevard /Santa Monica Boulevard intersection shall be modified from a protected phase to a permitted - protected phase to decrease delay at the worst approach of the intersection to address the AM peak hour impact. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. Implementation of this mitigation measure would necessitate the provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads. Furthermore, this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues. eff45 T3 Stewart Street/Olympic Boulevard. The traffic signal at the Stewart Street/Olympic Boulevard intersection shall be modified to provide protected - permitted left -turn phasing for northbound and eastbound approaches to decrease delay at the worst approaches of the intersection to address the impact. The City shalt monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. Implementation of this mitigation measure would necessitate the provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads. Furthermore, this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues. T4 Centinela Avenue /1 -10 Westbound Ramps. The traffic signal at the Centinela Avenue /1 -10 Westbound Ramps intersection shall be modified to provide protected - permitted left -turn phasing for northbound approach to decrease delay at the worst approach of the intersection to address. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. The implementation of the permitted - protected left -turn phasing would necessitate the provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads. Furthermore, this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues. Since this intersection is shared by the City of Santa Monica and City of Los Angeles, this mitigation measure must be approved by LADOT. The applicant shall use its good faith reasonable efforts to obtain such approval from the City of Los Angeles. If timely approved by the City of Los eff45 Angeles, such improvements shall be completed prior to issuance of a certificate of occupancy for the project Mitigation Measure T4 must be approved by LADOT and /or Caltrans and therefore, the impact will be considered significant and unavoidable. After mitigation, under Approval Year (Year 2011) Plus Project conditions, impacts to the following 11 of intersections would be significant and unavoidable: • 20th Street/Olympic Boulevard (AM) • Yale Street/Broadway (PM) • Stewart Street/Colorado Avenue (AM) • Stanford Street/Colorado Avenue (PM) • Centinela Avenue /Broadway /Ohio Avenue (PM) • Centinela Avenue /Colorado Avenue /Idaho Avenue (PM) • Centinela Avenue (west) /Olympic Boulevard (PM) • Centinela Avenue /1 -10 Westbound Ramps (AM and PM) • Bundy Drive /Olympic Boulevard (PM) • Bundy Drive /Pico Boulevard (PM) • Bundy Drive /1 -10 Eastbound On -Ramp (AM and PM) Under Cumulative Year (Year 2020) Plus Project, the following mitigation measures would be required to reduce impacts at impacted intersections. Mitigation Measures T1, T3, and T4, above, are also required to mitigate impacts under the Cumulative Year (Year 2020) Plus Project scenario. In addition, the following additional mitigation measures are proposed for the Cumulative Plus Project scenario: eff45 T3 26th Street & Wilshire Boulevard. Convert the protected permitted phasing for the eastbound and westbound left turn movements to permitted phasing. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. This mitigation measure would require temporary signage during a period of adjustment for motorists and the provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads. Furthermore, this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues T6 Barrington Avenue /Olympic. Boulevard. Convert the eastbound left -turn phasing from permitted to protected permitted. The City shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. The implementation of the protected - permitted left -turn phasing would necessitate the provision of some combination of new signage, controller cabinets, poles, mast arms, detectors and /or signal heads. Furthermore this mitigation measure will provide the City greater flexibility in adjusting traffic signal operations to address peak hour congestion issues. The applicant shall use its good faith reasonable efforts to obtain such approval from the City of Los Angeles. If timely approved by the City of Los Angeles, such improvements shall be completed prior to issuance of a certificate of occupancy for the project. Mitigation Measures T1, T3, T4, T5, and T6 would mitigate the impacts at five intersections to less- than - significant levels, based on the City of Santa Monica significance criteria. However, Mitigation Measures T4 and T6 would require the approval of LADOT as eff45 the intersections are shared or owned and controlled.by the City of Los Angeles. Therefore, the impacts at these two intersections will be considered significant and unavoidable. After mitigation, impacts to the following ten intersections would be significant and unavoidable: ® Yale Street/Broadway (PM) • Centinela Avenue /Santa Monica Boulevard (PM) • Centinela Avenue /Colorado Avenue /Idaho Avenue (PM) • Centinela Avenue /Pennsylvania Avenue /Iowa Avenue (PM) • Centinela Avenue (west)/ Olympic Boulevard (PM) • Centinela Avenue /1 -10 Westbound Ramps (AM and PM) • Bundy Drive and Olympic Boulevard (PM) • Bundy Drive /Pico Boulevard (PM) • Bundy Drive /1 -10 Eastbound On -Ramp (AM under City of Santa Monica criteria and PM under City of Los Angeles criteria) ® Barrington Avenue /Olympic Boulevard (PM) Additional mitigation measures to reduce significant impact related to intersections were considered. However, as discussed in further detail in the Traffic Study (Appendix F to the Revised Final EIR), these measures are rejected since they would require the taking of public or private property for public right of way in order to implement the proposed physical mitigations. These measures could negatively impact the built environment and existing pedestrian or bicycle network, and therefore, were rejected. MIER SECTION 5. The Revised Final EIR found that the No Project Alternative would be environmentally superior to the proposed project on the basis of the minimization or avoidance of physical environmental impacts. However, the CEQA Guidelines require that if the environmentally superior alternative is the No Project alternative, that the EIR also identify an environmentally superior alternative among the other alternatives. Consistent with Article A Section 12 of the City of Santa Monica CEQA Guidelines and Section 15091, 15092, and 15093 of the State of California CEQA Guidelines, and as detailed in Final EIR Chapter 5.0, the City Council finds that, based on the other project alternatives, Alternative 3 (Increased Residential /Decreased Commercial Alternative) is the environmentally superior alternative because it reduces trip generation slightly, and provides additional housing stock to the City of Santa Monica. Subsequent to the publication of the Final EIR, the applicant made revisions to the project that would result in a reduction in the amount of new development and the retention of 10 mobile home spaces to the east. In accordance with CEQA Guidelines Section 15088.5(a), portions of the EIR were recirculated in September 2012. With the exception of shadows, the Recirculated EIR found that the impacts of the revised project would be less or similar to the original project's impacts. Shadow impacts on the mobile home spaces that would remain to the east would be significant and unavoidable during the winter. SECTION 6. The preceding Findings, although based primarily on conclusions in the Revised Final EIR, have not attempted to describe the full analysis of each environmental impact contained in the Revised Final EIR. Instead, the Findings incorporate by reference the discussions and analyses in the Revised Final EIR and supporting reference documents supporting the Revised Final EIR's determinations regarding the nature and severity of the impacts of the LUCE and mitigation measures eff45 designed to address those impacts. In making these findings, the City Council ratifies, adopts, and incorporates into these findings the analysis and explanation in the Revised Final EIR and ratifies, adopts, and incorporates in these findings the determinations and conclusions of the Revised Final EIR. SECTION 7. The Revised Final EIR found that the project would result in significant unavoidable adverse impacts in the areas of shadows, construction - related localized emissions and vibration and traffic /transportation. Consistent with Article VI, Section 13 of the City CEQA Guidelines and Section 15093 of the State of California CEQA Guidelines, the City Council hereby makes a Statement of Overriding Considerations and finds that the benefits of the project outweigh its unavoidable environmental impacts based on the reasons stated below. The benefits identified are each one, in and of themselves, sufficient to make a determination that the adverse environmental effects are acceptable. The applicant will provide the following project and community benefits required by Article 2.6 of the Development Agreement, which is incorporated herein by reference: ® Two new streets (Pennsylvania Avenue and New Road) that will be dedicated to the City as surface easements with an estimated community benefit value of approximately $2.3M a Transportation Infrastructure Fee of $1,650,000 ® Contribution of $179,000 to trust fund to be used for childcare subsidies for low- income families (includes voluntary assignment of required childcare linkage fee) eff45 a Contribution of $350,000 to trust fund to be used for services for seniors, disabled persons, and families with minor children with priority given to entities who are providing services to VTP residents a Ground floor public open space o Approximately 27,000 sf of general public open space including expanded sidewalks for outdoor dining and gathering on Colorado Avenue, smaller on -site plazas, pedestrian pathways, and green space at the intersection of New Road and Pennsylvania Avenue o Approximately 15,000 sf of residential public open space including pedestrian pathways and courtyards a Local hiring program for construction ® Local hiring program for permanent employment for commercial uses greater than 1,500 sf ® Space for bicycle and car sharing a Participation in future parking district a Transportation Demand Management measures beyond that required by the existing Municipal Code such as: o Peak hour trip caps with reimbursement to City for annual monitoring o Average vehicle ridership of 1.6 for commercial component after arrival of Expo Light Rail o One -time payment of $50,000 towards start -up costs of Bergamot Transportation Management Association (TMA) o Ongoing payment of annual dues into Bergamot TMA o Transit pass subsidy eff45 o 377 secure bicycle parking spaces (e.g. storage locker or room) for residential units and 5 secure bicycle parking space for employees o 64 publicly accessible short -term bicycle parking on the ground floor o On -site showers and lockers ® Workforce housing preference through a local preference marketing and housing sales program for workers within 1 -mile of the project, specific segments of the labor market such as nurses and teachers, and other Santa Monica workers ® 41 units of Affordable Housing including 18 studios, 15 one - bedroom units, 7 two - bedroom units, and 1 three- bedroom unit, all deed - restricted for households with very low incomes or less • Required retention of 10 trailer pads on the Residual Parcel for a period up to ten years • Sustainability features including photovoltaic panels and 30 "EV- ready" parking spaces ® Commitment to achieve, at minimum, LEED Silver Certification SECTION 8. Consistent with Public Resources Code Section 21081.6, the City Council adopts the Mitigation Monitoring and Reporting Program, which is included as Section 11 of the Revised Final EIR, to mitigate or avoid significant effects of the project on the environment, as detailed in Sections 3 and 4 of this resolution, and to ensure compliance during project implementation. SECTION 9. Consistent with Section 21081.6(d) of the California Environmental Quality Act, the documents which constitute the record of proceedings for approving this eff45 project are located in the Planning and Community Development Department, 1685 Main Street, Room 212, Santa Monica, California. The custodian of these documents is Jing Yeo, Special Projects Manager. SECTION 10. The City Clerk shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. APPROVED AS TO FORM: MA HA JO MOT Ci torn 045 r- ATTACHMENT IR ATTACHMENT 4 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 the proposal is a Tier 3 project located within the Mixed Use Creative District, which has a vision as stated in Goal D24, "Create a transit- focused employment center with mixed -use creative arts and a neighborhood that provides a quality transition to residential neighborhoods to the north, east, and south." The proposed project achieves the balanced mix of residential and non - residential land uses contemplated in the LUCE for the Mixed Use Creative district as a whole. The project also supports the LUCE goal to establish a street grid within the area by providing space for the Pennsylvania avenue extension between Stewart and Stanford Streets along with a shared road between the project and the adjacent proposed Roberts Center Development Agreement. The streets are proposed at the staff - recommended width of 62 feet with actual streetscape design to be determined by the Bergamot Area Plan and adjusted in response to the lower- intensity character of the area and anticipated traffic volumes. New Road also has an alternate width of 22' in the event that adjacent properties do not redevelop or commence construction after the proposed project. The 22' New Road would be designed as a shared street with no curb or gutter that would allow'mixed flow of vehicles and pedestrians. Overall, the project designs responds favorably to the LUCE with further design refinements anticipated to occur as part of the Architectural Review Board process. The project includes a significant setback of 15' from Colorado Avenue and a further 20' stepback at the fourth story, achieving compliance with Policy B12.1 which states, in part, "...locating local- serving retail and residential uses along the avenue and stepping the mass of the buildings down to provide effective transitions to the adjacent lower -scale residential area." The project also provides skyline variation across the site with maximum heights generally pushed towards the middle of the project and gradual reductions in height on the edges and the western side of the project site where an adjacent development is proposed. Further, there are two LUCE policies that address Village Trailer Park. LUCE Policy D24.13 states, "Retain the Village Trailer Park to the extent feasible, and permit recycling to other uses that are consistent with the MUCD and in compliance with the City's Rent Control Charter Amendment and the sections of the California Government Code applicable to recycling mobile home parks." The proposed project is consistent with this policy as the proposed uses are consistent with the general land use parameters encouraged in the Mixed Use Creative land use designation. The project also complies with the requirements of the City's Rent Control Charter Amendment with 41 affordable units on -site and the requirement for the Developer to obtain a rent control removal permit. 17 LUCE Policy D24.14 states, "Explore means to sustain Village Trailer Park's economic viability by incorporating it into a larger multi - property master plan, if feasible, or by the transfer of development rights that have as a goal, preserving existing housing as an integral part of a new mixed -use project." In response, staff met with the owner of VTP, as well as owners of the two adjacent properties. The discussion acknowledged the primary challenge and complexity of creating a multi - property master plan that is economically feasible and would likely need to be consolidated in one ownership entity. Further, a transfer of development rights ( "TDR ") from the Village Trailer Park property as a community benefit for the other remaining properties would likely be necessary to facilitate the retention of VTP. Development, however, cannot exceed the maximum height and floor area ratio (FAR) established in the LUCE. The TDR option was not pursued because the amount of development rights that would have to be transferred from the Village Trailer Park property to the adjacent two properties in order to accommodate the transfer of floor area and still have sufficient on -site open space requires greater height and FAR than allowed by the adopted LUCE. Also implicit in such a scenario would be the payment from adjacent property owners of sufficient funds to the Village Trailer Park owner in order to compensate for the restriction of development on the site. The property owners considered potential scenarios for a multi - property master plan but after discussions, did not agree to pursue such a scenario either through the transfer of development rights or by forming a single ownership entity. The City does not have the authority to mandate the participation of adjacent property owners in the transfer of development rights and, therefore, the TDR alternative is totally dependent on the cooperation of individual property owners. 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 within the Mixed Use Creative land use designation, which encourages studio - related uses (e.g. entertain ment/post- production), affordable and workforce housing, and local- serving retail. The proposed project, with a mix of residential, office, and retail uses includes precisely the types of land uses that the Mixed Use Creative land use designation envisioned. 3. The proposed Development Agreement is in conformity with the public necessity, public convenience, general welfare, and good land use practices, in that the proposed project is consistent with the LUCE vision for the area, the result of a six -year community process. The project includes a predominantly residential mix of uses that help to provide the targeted balance of 50% residential to 50% non - residential uses for the area as a whole. The residential uses include 99 rent - controlled apartments, of which 41 units will be affordable to very low income households. The project also includes 278 market -rate rental units. All of the housing will be marketed towards employees within proximity of the site, specific segments of the labour market that have had difficulty affording housing in Santa Monica such as teachers and nurses, and other Santa Monica workers. fiF These units will address a need for affordable and workforce housing in the community. The project also includes neighborhood commercial uses that are small -scale commercial uses that are intended to serve the daily needs of on -site residents and the surrounding community. Providing complementary land uses is part of the overall trip reduction strategy set forth in the LUCE. The other part of trip reduction is the location of the project within walking distance of the future Olympic /26th Expo Light Rail Station and the inclusion of Transportation Demand Management measures on -site bicycle facilities to subsidized transit passes that in sum provide significant incentives for on -site residents and tenants to use alternative modes of transportation. 4. The proposed Development Agreement will not be detrimental to the health, safety and general welfare, in that while the project requires the closure of Village Trailer Park and displacement of 56 households, the development agreement includes a relocation plan that provides a wide range of options for replacement housing for residents. Further, the options are based on the principle that all existing households have the opportunity to move the replacement housing that will not substantially increase their housing costs. The proposed project itself also will not be detrimental to the health, safety, and general welfare as the design emphasizes walkability, with the introduction of two new streets and approximately 42,000 square feet of ground floor open space. The open space includes a mix of courtyards in addition to an approximately 5,000 square foot green space at the intersection of New Road and Pennsylvania Avenue. The proposed project also includes onsite short-term and long -term bicycle storage and parking, in compliance with the standards contemplated in the City's recently adopted Bicycle Action Plan. These pedestrian and bicycle facilities coupled with the project's required Transportation Demand Management program are intended to contribute to trip reduction goals for the Bergamot area. 5. The proposed Development Agreement will not adversely affect the orderly development of the property, in that the development agreement proposes an outside building permit issuance date that ensures that the proposed project proceeds in a timely manner. The development agreement establishes that a building permit must be issued within four years with the possibility of one 12- month administrative extension. This time frame ensures that the Developer proceeds with progress towards obtaining a building permit in an orderly manner. Further, the project includes a mix of uses that are consistent with the land use parameters established for the Mixed Use Creative land use designation. The predominance of residential uses in the project is complementary to the relatively small amount of neighborhood commercial and production space proposed for the project. 6. The proposed Development Agreement will have a positive fiscal impact on the City, in that while the proposed project would result in a net positive fiscal impact to the City's general fund of approximately $3,000 with an estimated $597,118 of annual recurring revenues that will benefit SMMUSD and Santa Monica College. W Further, it is anticipated that the project will have direct and indirect economic impacts that include positive fiscal impacts during construction and part of ongoing project operations. It is estimated that the project would generate a one- time economic benefit of $157M during the project's assumed 3 -year construction phase creating approximately 610 direct jobs. It is estimated that the project would generate annual recurring economic activity of $20M and would generate approximately 53 new jobs on -site with approximately 53 direct jobs. PON ATTACHMENT �� I� 21 City Council Meeting 3 -19 -13 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, VILLAGE TRAILER PARK LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AND VILLAGE TRAILER PARK INC., A CALIFORNIA CORPORATION WHEREAS, on June 25, 2007, Village Trailer Park LLC, a California Limited Liability Company, hereinafter "Developer," submitted an application for a development agreement for a mixed -use project that would have included a mixed - use project consisting of 438 residential units, up to 5,080 square feet of ground floor creative office, and 20,860 square feet of ground floor neighborhood - serving retail; and WHEREAS, a Draft Environmental Impact Report dated October 2011, and a Final Environmental Impact Report dated April 2012 was prepared analyzing the environmental effects of the development agreement; and WHEREAS, on August 13, 2012, Developer submitted revisions to the proposed mixed -use project, so that it will include 377 residential units, up to 4,250 square feet of ground floor creative office, and not less than 20,700 square feet of ground floor neighborhood - serving retail; and WHEREAS, the revisions to the project plans submitted August 13, 2012, resulted in potentially significant impacts with respect to Aesthetics (Shade and Shadows) and, therefore, pursuant to CEQA Guidelines Section 15088.5(a), a Recirculated EIR was prepared and recirculated for a 45 -day public review period from August 31, 2012 to October 15, 2012; and WHEREAS, a Revised Final EIR was published on November 1, 2012, which contains all comments and responses to comments received during the comment period for the Recirculated EIR and analyzes the revised project; and WHEREAS, on November 14, 2012, the City Council adopted resolutions certifying the Final Environmental Impact Report and adopting a statement of overriding considerations and mitigation. monitoring plan, and introduced Ordinance No. 2414 (CCS) for first reading, approving a Development Agreement for Developer's proposed project; and WHEREAS, on November 27, 2012, the City Council voted to adopt on second reading, Ordinance No. 2414 (CCS), approving Developer's proposed mixed -use project (the "November 2012 Development Agreement "); and 2 WHEREAS, on December 11, 2012, the City Council voted to reconsider and rescind its vote approving the November 2012 Development Agreement, with direction to staff to continue negotiation with Developer on issues including affordable housing production and return to the Council at a future date; and WHEREAS, on January 7, 2013, Developer filed a lawsuit against the City, entitled Village Trailer Park. LLC et al. v City of Santa Monica, LASC Case No. BS141223, claiming, among other things, that the City Council's action of December 11, 2012, was legally invalid, that the November 2012 Development Agreement remained in effect, and that the City had violated various legal rights of Developer, thereby entitling Developer to compensatory damages and attorney's fees; and WHEREAS, as a result of settlement negotiations, Developer proposed a new Development Agreement making all of the 377 residential units in the project rental apartments, and restricting 41 of them for affordable housing as Very Low Income units, but making no changes to the project's site and building design and the amount of commercial square feet in the project; and WHEREAS, pursuant to CEQA Guidelines Section 15162, the environmental review completed for the November 2012 Development Agreement, including the certification of the environmental impact report, is adequate environmental review for the Development Agreement attached as Exhibit 1; and 3 WHEREAS, the Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan, as described below, and as detailed in the accompanying City Council staff report prepared for this proposed project and the exhibits thereto, including but not limited to: (a) Consistent with LUCE Goal D24 and Policy D24.1, the Project's location, mix of uses, and design, capitalizes on the Expo Light Rail station at Bergamot Arts Center by contributing towards creating a mixed -use 17 hours per day, 7 days per week neighborhood with a diverse mix of creative arts facilities, local- serving uses, and residential types that provides a quality transition to residential neighborhoods to the north, east and south. (b) Consistent with LUCE Goal LUCE D25 and Policy 25.1, two new streets that include a portion of Pennsylvania Avenue between Stewart and Stanford Streets and New Road will enhance the circulation and transportation in the Mixed -Use Creative District with pedestrian, vehicular and transit improvements that form an interconnected grid of vehicle and pedestrian streets and bicycle paths to facilitate circulation in the district. (c) The Project provides for ten trailer spaces to be retained in a mobilehome park on a Residual Parcel and the provision of 41 affordable housing units restricted to very low income households within the proposed project, consistent with Policy LU 2.4, which calls for the creation of diverse housing options along the transit corridors and in the activity centers, replacing some 4 commercial potential with additional affordable and workforce housing, and encouraging affordable workforce housing near the transit stations. (d) The Project is a mixed -use project that complies with the general land use parameters encouraged in the Mixed Use Creative land use designation and complies with the requirements of the City's Rent Control Charter Amendment, consistent with LUCE Policy D24.13, which states "retain the Village Trailer Park to the extent feasible, and permit recycling to other uses that are consistent with the MUCD and in compliance with the City's Rent Control Charter Amendment and sections of the California Government Code applicable to recycling mobile home parks." (e) The Project contains a Relocation Plan that is consistent with and implements the City's Housing Element, Section C, Objective 3.b, which contains the following Program action: "In the event that that closure of the Village Trailer Park is approved, provide assistance options for residents such as relocation to the proposed on -site rent controlled apartment buildings or condominiums, coach purchase and replacements programs or relocation to the City's Mountain view mobile home park." (f) The new streets in the Project will be designed as complete streets to accommodate pedestrians, cyclists, and vehicles, consistent with LUCE Goal LU 19 and Policy LU19.2, which requires the design and operations of streets with 5 all users in mind including bicyclists, transit users, drivers and pedestrians of all ages and abilities. (g) The Project is designed with significant setbacks and stepbacks, provides ground -floor neighborhood serving retail on Colorado Avenue, and provides significant building articulation and skyline variation, particularly on the upper floors, throughout the project, consistent with LUCE Policy 812.1, which encourages local- serving retail and residential uses along the avenue and stepping down the mass of buildings to provide transitions to the adjacent lower - scale residential areas. (h) The implementation of a Transportation Demand Management (TDM) plan in efforts to reduce vehicle trips in the area and reduce associated parking demand consistent with LUCE Circulation Policy T19.2, which seeks appropriate TDM requirements for new development. (i) The project is consistent with the LUCE's overall land use policies by providing community benefits for the area, including but not limited to, two new streets (Pennsylvania Avenue and New Road) that will be dedicated to the City as surface easements; payment of a transportation infrastructure fee; contributions to childcare; contributions to services for seniors, disabled persons, and families with minor children; ground floor open space; a local hiring program for construction and permanent employment; reserved space to accommodate bicycle and car sharing; contribution towards the start -up costs for a district -wide transportation L management association; and a TDM plan that provides for bicycle parking and facilities for a variety of on -site users and transit subsidies for residents and employees, 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 by and between the City of Santa Monica, a municipal corporation, Village Trailer Park LLC, a California Limited Liability Company, and Village Trailer Park Inc., a California corporation, 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. 7 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 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: El EXHIBIT 1 DEVELOPMENT AGREEMENT Reference Resolution No. 10741 (CCS) Oversized attachments available for review in the City Clerk's Office.