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SR-06-25-2013-7FCity of City Council Report m Santa bioniea City Council Meeting: June 25, 2013 Agenda Item: 7+ —F- To: Mayor and City Council From: David Martin, Director of Planning and Community Development Subject: Crossroads School for Arts & Sciences Proposed Development Agreement Recommended Action Staff recommends the City Council Introduce for first reading the attached ordinance adopting Development Agreement 12DEV013 with Crossroads School to construct a new three -story science learning center and temporary modular classrooms at 1731 20th Street. Executive Summary Crossroads School for Arts & Sciences proposes to construct a new three -story, twelve - classroom science learning center at 1731 20th Street in the LMSD Light Manufacturing Studio District. The site currently contains two buildings with five classrooms that would be removed as part of the project resulting in seven net new classrooms. The proposed project also includes the installation of three temporary modular classrooms during the construction of the new science learning center. With the adoption of the Interim Zoning Ordinance (IZO) in March 2011, the project is required to be reviewed through a Development Agreement process. The site is located in the Industrial Conservation and Circulation Element (LUCE) of the General the LUCE while other aspects of the project su and other standard zoning requirements will Agreement. As proposed, the project is consider meet all Zoning Code development standards (FAR) requirement of 1.5 with a proposed 1.77 F provide a total of 235 parking spaces for the Ci spaces required by Code. land use designation of the Land Use Plan. Project compliance is limited to ;h as height, floor area ratio, parking, be established by the Development ed a Tier 2 project that is designed to except the maximum floor area ratio AR. The applicant is also proposing to 'ossroads campus, instead of the 236 The community benefits that have been negotiated as part of the Development Agreement include the following: • An undeveloped area 10 feet in width along the southern property line of the subject site reserved for the future development and public use of the Michigan Avenue Greenway bike path • An enhanced Transportation Demand Management (TDM) plan • Photovoltaic panels and photovoltaic -ready roof • Pico Neighborhood outreach and prioritization for Summer Program enrollment and financial aid • LEEDO Gold equivalency The City is the owner of a 772 square feet remnant parcel within the project site, and Crossroads must acquire that parcel before the project may be commenced. Accordingly, the Agreement's conditions of approval provide that no building, grading, demolition, or excavation permit may be approved for the project until Crossroads has obtained fee ownership of all of the project property, including the remnant parcel. As discussed further in this report, staff will return to Council expeditiously with a separate request to authorize the City Manager to negotiate and execute the concurrent sale of the remnant parcel to Crossroads and City acquisition of an additional easement for the Michigan Avenue bike path on the adjacent property to the east also owned by Crossroads. The following issues should be considered by the City Council in its review of the proposed project: • Whether the proposed design and site plan are appropriate and compatible with the neighborhood and the subject site. • Whether the proposed plan and proposed community benefits are consistent with the objective, goals, general land uses, and programs specified in the general plan. Background The subject property is located on the east side of 20th Street between Olympic Boulevard and the Santa Monica Freeway at the southern end of the Crossroads School campus in the LMSD (Light Manufacturing and Studio District). The Crossroad School campus is comprised of a variety of single and multi -story buildings bounded by 20th Street to the west, Olympic Boulevard to the north, 21St Street to the east, and the freeway to the south. Twentieth Court alley intersects the campus between the north and south ends. Within the Crossroads campus a three -story arts building and one and two -story classroom buildings are located across the alley to the east, and a two -story classroom building is located adjacent to the north of the project site. A two -story auto 2 repair building and a westbound onramp to the Santa Monica Freeway are located across the 20th Street to the west, and multi - family residential buildings are located across the freeway to the south. Project site — 1730 20th Street On March 11 2011, the IZO established interim development procedures pending implementation of the LUCE and required that all Tier 2 and 3 projects be developed pursuant to a Development Agreement. At 41 feet in height and a 1.77 FAR, the subject project is considered a Tier 2 project as it exceeds the 32 foot height and 1.5 FAR limits of a Tier 1 project in the Industrial Conservation land use element district. The subject Development Agreement application was subsequently filed on October 18, 2012 by the applicant for the proposed project. 3 On February 12, 2013, the City Council reviewed guidelines regarding the processing of Development Agreements and the prioritization of DA applications. The Council identified certain types of projects that merit priority processing, and these included projects involving educational facilities. Given this priority designation and the limited nature and scope of the proposed project, Commission and Council float -up hearings were not conducted, and the project is before the Council for formal review. Community Meeting and Public Input On November 26, 2012, approximately 30 members of the public attended an initial community meeting at Virginia Avenue Park to learn about and provide feedback on the proposed project. City staff explained the Development Agreement process to the participants and how the project is in the initial phases of conceptual review. After a detailed project presentation by the applicant, the majority of the meeting was spent allowing members of the community to provide their initial thoughts on the project. Most of the attendees were supportive of the proposed project with several members of the public proposing programs for the school to incorporate more local students and opportunities for children not enrolled in the school to utilize the new facilities. Development Agreement Overview A Development Agreement is a contract between the City and an applicant that authorizes the type and amount of development that may occur within a specific period of time. Development Agreements typically provide applicants with guaranteed development rights in exchange for public benefits. A Development Agreement must comply with the General Plan but can establish different development standards than provided by zoning regulations. 0 Discussion Project Description The proposed three -story, 41 -foot high science building would contain approximately 23,856 square feet of classroom and support space. The first floor would contain five classrooms and a prep room. The second floor would contain three classrooms, a fume hood room, a prep room, and restrooms. The third floor would contain four classrooms and a prep room, and the roof level would contain mechanical equipment and a small accessible, green roof. The rooms would serve as active and passive classroom and lab spaces for a variety of scientific disciplines. A two -story special projects pavilion would be connected to the north side of the main science building via open walkways. The special projects pavilion will house interdisciplinary special project rooms on the ground and second floors and an outdoor gathering space open to the sky on the third level. The proposed building would be set back ten feet from the southern property line as a ten -foot wide utility easement containing utility poles exists along the length of the south side of the property. Proposed Science Building Existing Utility Easement Ti o, 173120" Street— proposed site plan The proposed project also includes the installation of three temporary modular classrooms, at the north end of the school campus adjacent to 20th Street and Olympic Boulevard (see Sheet A2.1 of the project plans), during the construction of the new science learning center. The modular classrooms would not be installed until a demolition permit has been issued for the existing buildings on site and would be removed within six months of the completion of the new science building. The originally proposed project design for the DA submittal was of an industrial style building that utilized an extensive system of glass curtain walls throughout its prominent street elevations. This curtain wall system created a one - dimensional design that lacked architectural details, design elements, and visibility into the building. Initial design rendering as viewed from 20th Street Staff worked with the applicant to modify the design of the proposed building. A revised design was submitted by the applicant that incorporated additional materials and architectural elements including expansive corrugated metal panels, horizontal and vertical window bands, projecting photovoltaic panel walls on the south elevation, and concrete walls. The special projects pavilion was proposed to be constructed of rammed earth and copper panels. 7 Revised design rendering as viewed from 20'" Street On February 4, 2013, the Architectural Review Board preliminarily reviewed the revised project design at the request of the applicant and provided initial design comments. The Board in general responded favorably to the building design but remarked that additional improvements could be made. In particular, the Board believed that the new building provided an opportunity to focus out towards the community as opposed to representing a school boundary and a building that focused inwards to the campus. It commented that the expansive use of corrugated metal panels and photovoltaic surfaces on the south elevation created a disjunctive fagade that did not represent a pedestrian scale and could use more transparency. In addition, while the glass curtain wall along 20th Street provided visibility into the building, it lacked unique architectural details and design elements. The Board believed the building could be viewed as a gateway location along 20th Street and the freeway and should be designed to make a more visual impact that still balanced an appropriate design scale given its context. 0 The applicant submitted a revised design (below) that seeked to address the Board's comments. Current design rendering as viewed from 2e Street The overall building design is more appropriate given the surrounding context of educational, light industrial, and residential buildings. Both the 20th Street and freeway elevations incorporate a more unique glazing pattern that utilize metal panel shadow boxes and photovoltaic panels to add visual interest and variety. The photovoltaic panels are thin glass panels that provide a unique design feature along both elevations while the shadow boxes will interplay with changing light conditions and further enhance the exterior of the building. The additional glazing provides visibility into the building, and the additional concrete along the south elevation provides a contrast in material to the laminated glass stair enclosure at the east end of the building. The north side of the building exhibits the exterior activity with its walkways and decks that lead to the classroom entrances, and the two -story special projects pavilion provides a contrast in shape and design to the main science building to reflect its unique use. Staff would 9 continue to work with the applicant to further improve the design of the building prior to formal review of the project by the Architectural Review Board. Current design rendering as viewed from 20'" Court alley Proposed Development Agreement As proposed, the project is considered a Tier 2 project, and pursuant to the IZO all Tier 2 and 3 projects are required to be reviewed through a Development Agreement process. The proposed project meets all current development standards for the LMSD zoning district except the maximum floor area ratio (FAR) requirement of 1.5 with a proposed 1.77 FAR. The applicant is also proposing to provide 235 parking spaces instead of the 236 spaces required by Code. The additional classrooms are intended for the existing school population and will not increase student enrollment. City staff began the Development Agreement negotiation process with the applicant, and after receiving recommendations from the 'Planning Commission, worked to reach agreement on the provisions of the proposed DA, included as Attachment C. 10 Community Benefits The applicant and City staff have agreed on the following community benefits: Use of Existing Ten -Foot Wide Easement for Future Bike Path The principal negotiated community benefit is the exclusive use of the existing ten -foot wide utility easement along the southern boundary of the subject property for the use of a public bike path. 10 -foot wide undeveloped area on the subject site for future development of the Michigan Avenue Neighborhood Greenway bike path The applicant's grant of an easement of this portion of their property to the City represents a significant contribution towards realizing the vision of the Michigan Avenue Neighborhood Greenway identified in the City's recently adopted Bike Action Plan. The Michigan Avenue Neighborhood Greenway project is a 3.5 -mile east -west corridor 11 generally running along Michigan Avenue with a beach connection on its west end and various separated bike path or shared use path connections on its east end. The ten feet wide area of the parcel represents a critical connection to establish the bike path linkage. The negotiation to help establish this linkage represents a cooperative effort by the applicant to contribute towards the overall width of the bike path along this portion of the property. The initial project design included two exit doors on the ground floor of the building into the ten -foot easement area. This would have reduced the usable width of the easement for the bike path in order to accommodate the opening of the exit doors and paved walkways. Staff has worked with the applicant to facilitate the redesign of the interior ground floor circulation and eliminate the need for the exit doors along the south elevation, resulting in the availability of the entire ten -foot width for the bike path. The remaining width of the bike path, ideally 16 feet overall, and bike path configuration would require separate discussions and negotiations between the City and Caltrans, the owner of the land to the south of the subject property. Relocation of existing utilities along the easement would require coordination with other agencies and companies. 12 Michigan Avenue Neighborhood Greenway: 20 -year Corridor Build Out A key connection within the series of bike paths is the need for a two -way path along the north side of the freeway to close a gap in the proposed bike path between 20th Street and 21St Street. While the subject DA includes the proposed community benefit of the ten feet in width along the southern property line of the subject property for the future development and public use of the bike path, the continuation of the path on the adjacent property to the east, also owned by Crossroads School, is integral to complete the connection from 20th Street to 21St Street. As stated above, the acquisition by Crossroads of a City -owned remnant parcel within the project site is a condition precedent to the issuance of building and other technical permits for the project. Crossroads and City staff have been negotiating proposed terms for the disposition of the subject remnant parcel at 1731 -1733 20th Street, and those terms will be presented to Council in a separate staff report on a future agenda. That staff report will also propose terms for the City's acquisition of an interest in the adjacent 13 property to the east to ensure that land area is available for a bike path that would complete the link between 20th Street and 21St Street. PROPOSED SCIENCE nnu nikin \ I -10 FREEWAY 21sT STREET Proposed Michigan Avenue Neighborhood Greenway bike path between loth Street and 218t Street Transportation Demand Management (TDM) Plan The applicant proposes the following TDM Plan be implemented and maintained as summarized below: • Employee Transportation Coordinator: A designated Coordinator who will continue to manage all aspects of the TDM Plan. • Performance Targets and Monitoring: The school will prepare and file Employee Trip Reduction Plans for its sites (or a multi -site plan) that meets or exceeds the requirements of SMMC Section 9.16. • AVR Requirements: An employee Average Vehicle Ridership (AVR) goal of 1.6 for AM and PM �eak periods, increasing to 1.75 upon opening of the Olympic Boulevard /26t Street and Colorado Avenue /17th Street Exposition light rail stations. • Charge for Parking: Employees that drive to work in single- occupancy vehicles will be charged for parking on campus. • Financial Incentives for Alternative Means of Transportation: Employees who walk, bike, carpool, take public transportation, or otherwise arrive at school through means other than single- occupancy vehicles will receive financial incentives. 14 • Transportation Information Center: On -site information for employees and students about local public transit services, bicycle facilities, and walking and biking maps. • Transit Subsidy In Lieu of Parking: All newly -hired employees who do not purchase monthly automobile parking will be offered a free public transit pass. Employees who utilize public transit for commuting to and from school will be reimbursed at least 50% for the cost of purchasing a public transit pass. • Guaranteed Return Trip: Van pool, car pool, transit reliant employees will be provided a return trip when a personal emergency situation or unplanned business - related activity requires it. • Programs Aimed at Upper and Middle School Students and Parents: • A transportation coordinator. • Annual "Safe Routes To School' bicycle and pedestrian training programs for students and parents. • "Bike to School' day /week celebrations and other events. • Transit and walking /biking information in registration packets. • Promotion of carpooling, biking, walking, and transit via newsletters and parent meetings. • Transit/biking option on any flyers, advertisements, etc. where parking information is provided. • Bus service and rideshare information in school bulletins and special announcements for each of the outreach groups. • On -line and /or personalized matching services to encourage and support carpooling to events, school, and services. • Personalized trip planning assistance for students during registration process and as requested. • Data collection about how middle and upper school students travel to and from school. • Student Parking: School will charge students who drive to school in a single - occupancy vehicle. • Bicycle Parking: A minimum of 50 bicycle parking spaces for employees, students, and visitors and will increase bicycle parking on an as- needed basis. • Carpool Parking: Free or reduced -rate preferential parking for employees who commute to work in employer registered carpools. • Transportation Management Association (TMA): Participation in the formation of a geographic -based TMA that may be defined by the City. 15 Photovoltaic Panels Photovoltaic panels would be utilized along the building elevations, and a portion of the roof of the science building will be designed and constructed to accommodate potential future installation of photovoltaic panels. Pico Neighborhood Outreach and Prioritization for Summer Program Crossroads School would perform annual targeted community outreach for school -aged children and their parents residing within the Pico neighborhood for Summer Program enrollment and financial aid. LEEDO Requirement The project would incorporate sustainable design features with the goal of attaining the number of points commensurate with achieving LEEDS credits equivalent to a Gold certification under the LEEDO Rating System. If the project does not achieve the number of points commensurate with achieving a LEEDO Gold certification, the project would be required to obtain LEEDS Silver Certification. Planning Commission Action On May 1, 2013, the Planning Commission recommended that the City Council approve the Development Agreement with specific project recommendations for the City Council's consideration: ® Strengthen the TDM Plan to include the requirements of the school's existing Employee Trip Reduction Program and more proactive incentives to encourage employee and student use of alternative transportation. The applicant has added features to the TDM Plan including incentives and programs to encourage utilization of alternative transportation and avoidance of single- occupancy vehicle trips including charging for on -site parking and providing subsidies for public transit passes. The applicant will also collect data on the travel patterns of middle and upper school students for consideration of future TDM measures. 16 • Provide racks for 100 bicycles initially, increasing to 150 spaces upon opening of the Exposition Light Rail. The applicant has proposed to increase the number of bicycle parking spaces as necessary to meet peak bicycle parking demand. • Prevent Crossroads employees and students from parking on surrounding residential streets. The applicant has added a requirement that notifies Crossroads students, parents, and employees to not park in surrounding residential areas. • Provide annual outreach and prioritization to the Pico Neighborhood for enrollment and financial aid. The applicant will perform annual targeted community outreach for school - aged children and their parents residing within the Pico Neighborhood for Summer Program enrollment and financial aid. • Require LEEDO Gold equivalency or LEEDO Silver Certification. The project will incorporate sustainable design features with the goal of attaining the number of points commensurate with achieving LEEDO credits equivalent to a Gold certification under the LEEDO Rating System. • Provide a solar -ready roof. A portion of the roof of the science building will be designed and constructed to accommodate potential future installation of photovoltaic panels. • The Council and ARB should pay particular attention to how the building design affects energy efficiency and the project's ability to achieve its LEEDO requirement, how science can be expressed to the public through the project's design, how the south fagade relates to the bike path, and ensuring that the 20th Street fagade appears like the front of the building. General Plan Consistency 1731 20th Street is located in the Industrial Conservation land use element designation. The LUCE vision for the Industrial Conservation district conserves the City's small light industrial, and service and commercial uses that have traditionally populated the industrial zone and allows the continued use of private schools and other nonprofit and community uses. 17 The proposed Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan, in that consistent with LUCE Policy D27.4 of the Industrial Conservation District, the proposed project continues and expands an existing school by adding seven net new classrooms. Consistent with Policy D27.10 the project utilizes a variety of heights, forms, and materials to create visual interest and avoids uniformly flat roofs or cornices in order to create an interesting skyline. The implementation of a Transportation Demand Management (TDM) plan in order to reduce vehicle trips in the area and reduce associated parking demand is consistent with LUCE Circulation Policy T19.2 which calls for the imposition of appropriate TDM requirements for new development. Furthermore, the project is consistent with LUCE overall land use policies by incorporating community benefits including, but not limited to, an undeveloped area ten (10) feet in width along the southern property line of the subject site reserved for the future development of the Michigan Avenue Greenway bike path and a TDM plan that promotes shared parking, bicycle facilities, and transit subsidies. Alternatives In addition to the recommended action, the City Council could consider the following with respect to the project: 1. Continue discussion for analysis of additional options with agreement from the applicant. 2. Not enter into the Development Agreement which allows the building to be completed as authorized by its Administrative Approval without the provision of the negotiated community benefits. Environmental Analysis The proposed three -story, 12- classroom, building is exempt from the provisions of the California Environmental Quality Act pursuant to CEQA Section 15314 which exempts minor additions to existing schools within existing school grounds where the addition 18 does not increase school capacity by more than 25% or ten classrooms, whichever is less. Specifically, the proposed project will not result in increased school enrollment and will only increase capacity by seven overall classrooms. Therefore, based on the above, the proposed project is exempt from CEQA pursuant to Section 15314. Financial Impacts & Budget Actions Staff costs for the Development Agreement process are paid from application fees. There is a wide range of public benefits that the developer will be required to provide pursuant to the Development Agreement negotiations. There is no immediate financial impact or budget action necessary as a result of the recommended action. Prepared by: Tony Kim, Senior Planner Approved: David Martin, Director Planning and Community Development Attachments: Forwarded to Council: Rod Gould City Manager A. Draft Ordinance Adopting Development Agreement 12DEV013 B. Development Agreement Finding C. Proposed Development Agreement D. Public Notification E. Project Plans and Renderings 19 ATTACHMENT A Draft Ordinance Adopting Development Agreement 12DEV013 (•PZIl City Council Meeting: 6 -25 -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, AND THE CROSSROADS SCHOOL FOR ARTS AND SCIENCES, A CALIFORNIA NONPROFIT CORPORATION WHEREAS, The Crossroads School for Arts & Sciences ( "School') proposes to construct a new three -story, 41 -foot high, twelve - classroom science learning center at 1731 20th Street, located in the Industrial Conservation land use element designation, that will contain approximately 23,856 square feet of classroom and support space; and WHEREAS, the approval of the proposed three -story, 12- classroom, building is exempt from the provisions of the California Environmental Quality Act pursuant to CEQA Section 15314, which exempts minor additions to existing schools within existing school grounds where the addition does not increase school capacity by more than 25% or ten classrooms, whichever is less; and WHEREAS, the development agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan, as described 1 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) LUCE Policy D27.4, the proposed project continues and expands an existing school. (b) LUCE Policy D27.10, the project utilizes a variety of heights, forms, and materials to create visual interest and avoids uniformly flat roofs or cornices in order to create an interesting skyline. (c) LUCE Circulation Policy T19.2, which calls for the imposition of appropriate TDM requirements for new development, the project requires implementation of a Transportation Demand Management (TDM) plan in order to reduce vehicle trips in the area and reduce associated parking demand. WHEREAS, the project is consistent with LUCE land use policies because it incorporates community benefits including, but not limited to, a bike path easement reserved for the future development of the Michigan Avenue Greenway bike path in furtherance of the City's Bike Action Plan; photovoltaic panels and a photovoltaic panel- ready roof; and, a Pico Neighborhood Outreach Summer Program. 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 2 corporation, and The Crossroads School for Arts & Sciences, a California nonprofit 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. 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, 3 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: MA S A JO ES MOUTRIE City ttor�iey ll EXHIBIT 7 DEVELOPMENT AGREEMENT (See Attachment C) 21 ATTACHMENT B Development Agreement Finding 22 DEVELOPMENT AGREEMENT FINDING 1. The proposed Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan, in that consistent with LUCE Policy D27.4 of the Industrial Conservation District, the proposed project continues and expands an existing school. Consistent with Policy D27.10 the project utilizes a variety of heights, forms, and materials to create visual interest and avoids uniformly flat roofs or cornices in order to create an interesting skyline. The implementation of a Transportation Demand Management (TDM) plan in order to reduce vehicle trips in the area and reduce associated parking demand is consistent with LUCE Circulation Policy T19.2 which calls for the imposition of appropriate TDM requirements for new development. Furthermore, the project is consistent with LUCE overall land use policies by incorporating community benefits including, but not limited to, an undeveloped area ten (10) feet in width along the southern property line of the subject site reserved for the future development of the Michigan Avenue Greenway bike path and a TDM plan that promotes shared parking, bicycle facilities, and transit subsidies. 23 ATTACHMENT C Proposed Development Agreement 24 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 Govenunent Code Section 27383 DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA MONICA AND THE CROSSROADS SCHOOL FOR ARTS AND SCIENCES .2013 22000 /Docs /Crossroads DA 06.14.13 TABLE OF CONTENTS Recitals............................................................................................................ ............................... 1 Article1 Definitions ................................................................................ ..............................3 Article 2 Description of the Project ....................................................... ............................... 5 2.1 General Description ................................................................ ............................... 5 2.2 Principal Components of the Project ...................................... ............................... 5 2.3 No Obligation to Develop ....................................................... ............................... 5 2.4 Vested Rights ........................................................................... ..............................6 2.5 Permitted Uses ........................................................................ ............................... 8 2.6 Significant Project Features and LUCE Community Benefits .............................. 8 2.7 Parking .................................................................................... .............................15 2.8 Design ..................................................................................... .............................15 Article3 Construction ............................................................................ .............................16 3.1 Construction Mitigation Plan .................................................. .............................16 3.2 Construction Hours ................................................................. .............................16 3.3 Outside Building Permit Issuance Date .................................. .............................17 3.4 Construction Period ................................................................ .............................17 3.5 Damage or Destruction ........................................................... .............................17 3.6 Possession of Property ............................................................ .............................17 3.7 Completed and Final Landmarks Commission Review of Property ...................18 Article 4 Project Fees, Exactions, and Conditions ................................. .............................18 4.1 Fees, Exactions, and Conditions ............................................. .............................18 4.2 Conditions on Modifications ................................................... .............................18 4.3 Implementation of Conditions of Approval ............................ .............................18 22000 /Docs /Crossroads DA 06.14.13 Article 5 Effect of Agreement on City Laws and Regulations .............. .............................18 5.1 Development Standards for the Property; Existing Regulations .........................18 5.2 Permitted Subsequent Code Changes ..................................... .............................19 5.3 Common Set of Existing Regulations ..................................... .............................21 5.4 Conflicting Enactments ........................................................... .............................21 5.5 Timing of Development ........................................................ ............................... 21 Article 6 Architectural Review Board ................................................... .............................22 6.1 Architectural Review Board Approval ................................. ............................... 22 6.2 Concurrent Processing ............................................................ .............................22 Article 7 City Technical Permits .......................................................... ............................... 22 7.1 Definitions ............................................................................... .............................22 7.2 Diligent Action by City ......................................................... ............................... 22 7.3 Conditions for Diligent Action by the City ........................... ............................... 23 7.4 Duration of Technical City Permits ...................................... ............................... 24 7.5 [Reserved] ............................................................................. ............................... 24 Article 8 Amendment and Modification .............................................. ............................... 24 8.1 Amendment and Modification of Development Agreement ............................... 24 Article9 Term ........................................................................................ .............................25 9.1 Effective Date ....................................................................... ............................... 25 9.2 Tenn ........................................................................................ .............................25 Article 10 Periodic Review of Compliance ........................................... ............................... 25 10.1 City Review .......................................................................... ............................... 25 10.2 Evidence of Good Faith Compliance ...................................... .............................25 10.3 Information to be Provided to School ................................... ............................... 26 10.4 Notice of Breach; Cure Rights ................................................ .............................26 22000/Docs /Crossroads DA 06.14.13 10.5 Failure of Periodic Review ................................................... ............................... 26 10.6 Termination of Development Agreement ............................... .............................26 10.7 City Cost Recovery ................................................................. .............................26 Article11 Default ..................................................................................... .............................26 11.1 Notice and Cure .................................................................... ............................... 26 11.2 Remedies for Monetary Default ............................................ ............................... 27 11.3 Remedies for Non - Monetary Default ................................... ............................... 27 11.4 Modification or Termination of Agreement by City ............. ............................... 29 11.5 Cessation of Rights and Obligations ..................................... ............................... 30 11.6 Completion of Improvements ............................................... ............................... 30 Article12 Mortgagees .............................................................................. .............................31 12.1 Encumbrances on the Property ............................................. ............................... 31 Article 13 Transfers and Assignments ................................................... ............................... 33 13.1 Transfers and Assignments ................................................... ............................... 33 13.2 Release Upon Transfer .......................................................... ............................... 33 Article14 Indemnity to City .................................................................... .............................33 14.1 Indemnity .............................................................................. ............................... 33 14.2 City's Right to Defense ......................................................... ............................... 34 Article 15 General Provisions .................................................................. .............................34 15.1 Notices .................................................................................. ............................... 34 15.2 Entire Agreement; Conflicts ................................................. ............................... 35 15.3 Binding Effect ....................................................................... ............................... 35 15.4 Agreement Not for Benefit of Third Parties ......................... ............................... 35 15.5 No Partnership or Joint Venture ........................................... ............................... 36 15.6 Estoppel Certificates ............................................................... .............................36 22000 /Docs /Crossroads DA 06.14.13 15.7 Time ........................................................................................ .............................36 15.8 Excusable Delays .................................................................... .............................36 15.9 Governing Law ..................................................................... ............................... 37 15.10 Cooperation in Event of Legal Challenge to Agreement ........ .............................37 15.11 Attorneys' Fees ....................................................................... .............................38 15.12 Recordation ............................................................................. .............................38 15.13 No Waiver ............................................................................... .............................38 15.14 Construction of this Agreement .............................................. .............................38 15.15 Other Governmental Approvals ............................................ ............................... 38 15.16 Venue ..................................................................................... .............................39 15.17 Exhibits ................................................................................. ............................... 40 15.18 Counterpart Signatures ............................................................ .............................40 15.19 Certificate of Performance ...................................................... .............................40 15.20 Interests of School ................................................................... .............................40 15.21 Operating Memoranda ............................................................ .............................40 15.22 Acknowledgments, Agreements and Assurance on the Part of School ...............41 15.23 Not a Public Dedication .......................................................... .............................41 15.24 Other Agreements ................................................................. ............................... 42 15.24 Severability and Termination .................................................. .............................42 Exhibit "A" Legal Description of the Property Exhibit "B" Project Plans Exhibit "C" Permitted Fees and Exactions Exhibit "D" Conditions of Approval Exhibit "E" SMMC Article 9 (Planning and Zoning) Exhibit "F" Bike Path Easement Area Exhibit "G" [Reserved] Exhibit "H" Construction Mitigation Plan Exhibit "I" Assigrmient and Assumption Agreement Exhibit "J" Interim Modules Plan 22000/Docs /Crossroads DA 06.14.13 DEVELOPMENT AGREEMENT This Development Agreement ( "Agreement "), dated 12013 ( "Effective Date "), is entered into by and between THE CROSSROADS SCHOOL FOR ARTS AND SCIENCES, a California nonprofit corporation ( "School "), 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. School has operated as a nonprofit private school since 1971. School's campus for its upper and middle schools primarily consists of parcels located adjacent to 21st Court between I -10 Freeway and Olympic Boulevard. C. School is the owner of approximately 12,641 square feet of land in the City of Santa Monica, State of California, commonly known as 1731 -1733 Twentieth Street, as more particularly described in Exhibit "A -1" (the "School Property "), and City is the owner of approximately 772 square feet of land in the City of Santa Monica, State of California, as more particularly described in Exhibit "A -2" (the "Remnant Parcel ") (collectively, the "Property"). The conditions of approval to this Agreement provide that no building, grading, or excavation permit may be approved for the Project until School has obtained fee ownership of all of the Property, including the Remnant Parcel. D. The City has included the Property within the Industrial Conservation land use designation under the City's recently adopted Land Use and Circulation Element of its General Plan (the "LUCE "). To aid in the redevelopment of the Property, the City and School desire to enter into this Agreement to allow School to construct a new science facility for the middle and upper schools. E. On October 18, 2012, School filed an application for a Development Agreement, pursuant to Santa Monica Municipal Code ( "SMMC ") Section 9.48.020 (the "Development Application "). The Development Application was designated by the City as Application No. DEV 12 -013. The Development Application is for the development of a science learning center to house specialty classrooms as part of its existing school campus and is more fully described in this Agreement (the "Project "). F. On April 26, 2011, the City Council adopted Interim Ordinance No. 2356 ( "IZO "). The City Council extended and /or modified the IZO on several occasions thereafter. 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 22000 /Does /Crossroads DA 06.14.13 Page I or which would exceed 32 feet in height in the Downtown Core 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. G. School has paid all necessary costs and fees associated with the City's processing of the Development Application and this Agreement. H. The primary purpose of the Project is to combine and improve Crossroads' science classrooms from its various upper and middle school buildings into a single science facility. The Parties desire to enter into this Agreement in conformance with the Development Agreement Statutes in order to achieve the development of the Project on the Property. I. The City Council has determined that a development agreement is appropriate for the proposed development of the Property. This Agreement will (1) eliminate uncertainty in planning for the Project and result in the orderly development of the Project, (2) assure installation of necessary improvements on the Property, (3) provide for public infrastructure and services appropriate to development of the Project, (4) preserve substantial City discretion in reviewing subsequent development of the Property, (5) secure for the City improvements that benefit the public, (6) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted, and (7) to allow School to proceed with its Tier 2 project prior to the City's new zoning ordinance being adopted. J. This Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impact and benefits of the development of the Project on the Property in accordance with this Agreement upon the welfare of the region. The Project will provide a number of significant project features and community benefits, including without limitation the following: a grant of an easement for future development and public use of a portion of the Michigan Avenue Greenway bike path, enhanced educational opportunities for students through development of a science center, a TDM Plan, LEED Certification of at least Silver level (or, alternatively, achieving the equivalency of a Gold level of points regardless of certification), outreach to the Pico Neighborhood and prioritization for the Pico Neighborhood for School's summer program, and photovoltaic panels. K. 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. L. On October 30, 2012, School filed demolition permit applications for the existing buildings located on the Property (12PC1339 and 12PC1340). On November 12, 2012, the City's Landmarks Commission reviewed the existing buildings located on the Property and took no action to nominate or further evaluate any of the existing buildings. 22000 /Docs /Crossroads DA 06.14.13 Page 2 M. On February 4, 2013, the City's Architectural Review Board conducted a conceptual review of the Project and rendered comments that are reflected in the Project Plans. N. On May 1, 2013, the City's Planning Commission held a duly noticed public hearing on the Development Application and this Agreement. The Commission recommended that the City Council approve the Development Agreement. O. On June 25, 2013, the City Council held a duly noticed public hearing on the Development Application and this Agreement and at such hearing the City made the necessary California Environmental Quality Act ( "CEQ ") findings that the Project qualifies for an exemption from CEQA pursuant to California Code of Regulations, Title 14, Chapter 3, Section 15314 and introduced Ordinance No. for first reading, approving this Agreement. P. 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 DEFINITIONS The terms defined below have the meanings in this Agreement as set forth below unless the context otherwise requires: 1.1 "Agreement" means this Development Agreement entered into between the City and School as of the Effective Date. 1.2 "ARB" means the City's Architectural Review Board. 1.3 "Building" means a three -story structure with an accessible roof as shown on the Project Plans (defined below). 1.4 "City Council" means the City Council of the City of Santa Monica, or its designee. 1.5 "Discretionary Approvals" are actions which require the exercise of judgment or a discretionary decision, and which contemplate and authorize the imposition of revisions or additional conditions, by the City, including any board, commission, or department of the City and any officer or employee of the City. Discretionary Approvals do not include Ministerial Approvals. 1.6 "Effective Date" has the meaning set forth in Section 9.1 below. 22000 /Does /Crossroads DA 06.14.13 Page 3 1.7 "Floor Area" has the meaning as defined in Section 9.04.02.030.315 of the Zoning Ordinance, except that pursuant to Land Use and Circulation Element Policy D27.4 rooftop areas for school activities shall not count in calculation Floor Area Ratio (defined below). 1.8 "Floor Area Ratio' and FAR" means floor area ratio as defined in Section 9.04.02.030.320 of the Zoning Ordinance. 1.9 "General Plan' or "City General Plan" means the General Plan of the City of Santa Monica, and all elements thereof including the LUCE, as of the Effective Date unless otherwise indicated in this Agreement. 1.10 "Including" means "including, but not limited to." 1.11 "Interim Modules Plan' means the plan for the Interim Modules that is attached to this Agreement as Exhibit "J ". 1.12 "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. 1.13 "Legal Action' means any action in law or equity 1.14 "Maximum Floor Area" means 30,179 square feet of Floor Area. 1.15 "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. 1.16 "Parties" mean both the City and School and "Party" means either the City or School, as applicable. 1.17 "Pico Neighborhood" means the area in the City of Santa Monica bounded by Santa Monica Boulevard from Lincoln Boulevard to 20th Street and Colorado Boulevard from 20th Street to Centinela Avenue on the north, Pico Boulevard on the south, Centinela Avenue and the City limits on the east and Lincoln Boulevard on the west. 1.18 "Pico Neighborhood Association' means that certain California nonprofit corporation named Pico Neighborhood Association. 1.19 "Planning Director" means the Planning Director of the City of Santa Monica, or his or her designee. 1.20 "Project Plans" mean the plans for the Project that are attached to this Agreement as Exhibit `B." 22000 /Does /0-ossroads DA 06.14.13 Page 4 1.21 "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 within Exhibit `B" (Planning and Zoning). ARTICLE 2 DESCRIPTION OF THE PROTECT 2.1 General Description. The Project includes all aspects of the proposed development of the Property as more particularly described in this Agreement and on the Project Plans. If there is a conflict or inconsistency between the text of this Agreement and the Project Plans, the Project Plans will prevail; provided, however, that omissions from the Project Plans shall not constitute a conflict or inconsistency with the text of this Agreement. 2.2 Principal Components of the Proms. The Project consists of the following principal components, as well as the other components delineated in the Project Plans, all of which are hereby approved by the City subject to the other provisions of this Agreement: (a) Demolition and removal of the two existing school buildings, including five classrooms, and surface parking, (b) installation of interim replacement classroom modules ( "Interim Modules ") consistent with the Interim Modules Plan and the Conditions of Approval specified in Exhibit "D ", and (c) construction of a new three - story structure with an accessible roof, which will contain 12 specialty classrooms and related facilities as shown on the Project Plans. 2.3 No Obligation to Develop. 2.3.1 Except as specifically provided herein: (a) Nothing in this Agreement shall be construed to require School 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 School's sole discretion. (c) Failure by School 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 School, except as may arise pursuant to a nuisance abatement proceeding under SMMC Chapter 8.96, or any successor legislation. 2.3.2 Failure by School to proceed with construction of the Project or any portion thereof shall not result in any loss or diminution of development rights, except upon expiration of School's vested rights pursuant to this Agreement, or the termination of this Agreement. 22000 /Does /Crossroads DA 06.14.13 Page 5 2.3.3 Notwithstanding any provision of this Section 2.3 to the contrary, School shall implement all conditions of approval required under this Agreement in accordance with Exhibit "D" as and when reasonably required by the City of Santa Monica for the appropriate stage of the Project. 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 School 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 School 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 School subsequent to the Effective Date based upon the Project Plans. 2.4.2 Minor Modifications to Project. School with the approval of the Planning Director, may make minor changes to the Project or Project Plans ( "Minor Modifications ") without amending this Agreement; provided that the Planning Director makes the following specific findings that the Minor Modifications: (i) are consistent with the Project's approvals as approved by the City Council; (ii) are consistent with the provisions, purposes and goals of this Agreement; (iii) are not detrimental to the public health, safety, convenience or general welfare; and (iv) will not significantly and adversely affect the public benefits associated with the Project. The Planning Director shall notify the Planning Commission in writing of any Minor Modifications approved pursuant to this Section 2.4.2. Any proposed change which the Planning Director denies as not qualifying for a Minor Modification based on the above findings must be processed as a Major Modification. 2.4.3 Modifications Requiring Amendment to this Agreement. School 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; (b) Reduction of any setback of the Interim Modules, as depicted on the Interim Modules Plan, 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; (e) Any change in use not consistent with the permitted uses defined in Section 2.5 below; 22000/Docs /Crossroads DA 06.14.13 Page 6 (d) Any material change in the number or location of curb cuts shown on the Project Plans; (e) 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 (f) Any change that would substantially reduce or alter the community benefits or significant project features 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. The Planning Director shall not unreasonably withhold, condition, or delay its approval of a request for such Minor Modification. The City may impose fees, exactions, and conditions in connection with its approval of a Minor or Major Modification, subject to any applicable law. Notwithstanding anything to the contrary herein or in the Existing Regulations, if the Planning Director approves a Minor 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, School 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, School 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 2.5.3; and (iv) the requirements and obligations of School 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). 2.5 Permitted Uses. The City approves the following permitted uses for the Project, including on the rooftop: private elementary and secondary school and related uses, including for classrooms, educational laboratories, educational workshops, storage, faculty offices and preparation space. 2.6 Significant Project Features and LUCE Community Benefits. This Agreement provides assurances that the significant project features and LUCE 22000 /Does /Crossroads DA 06.14.13 Page 7 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 Significant Project Features. Set forth in this Section 2.6.1 are the project features that will be provided to the City, including without limitation: (a) construction jobs; (b) provision of on -site public art, cultural facilities or payment of a cultural arts development contribution pursuant to SMMC Section 9.04.10.20; (c) installation of standard water and wastewater reduction fixtures within the Project as legally applicable; and (d) various standard public improvements and fees. 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) Educational Facility. The Project is an educational facility that will provide enhanced educational opportunities for students which is identified as one of the community benefit priorities of the LUCE (LUCE p. 3.2 -3). (b) Bicycle Path. As its principal community benefit for the Project, School agrees to execute an easement agreement ( "Bike Path Easement Agreement ") granting to the City a ten (10) foot wide surface easement across the southerly portion of the Property as depicted on Exhibit "F" (`Bike Path Easement Area ") for purposes of establishing a public bike path ( "Public Bike Path ") in furtherance of the City's Bike Action Plan, contingent on the following: The Bike Path Easement Agreement would expressly be subject to any preexisting easements over and across this same 10 foot wide strip of land (collectively the "Utility Easements "). ii. City shall have sole responsibility for designing, constructing and maintaining the Public Bike Path on all or any part of the Bike Path Easement Agreement area, including the relocation of any utility poles or placement underground of any utility lines. iii. The City's designated staff shall meet with School representatives or administrators to share information regarding the City's preliminary design of, timing for and future construction of the Public Bike Path. Such meeting shall be in addition to any publicly noticed meeting about the design of the Public Bike Path. Notwithstanding this Section 2.6.2(b)(iii), City shall retain its full discretionary authority in designing, constructing and maintaining the Public Bike Path and the Bike Path Easement Agreement area. iv. City acknowledges that School desires to construct a new perimeter fence or wall that extends from the eastern edge of the Science Building on School's Property across 201h Court alley. School acknowledges that to obtain the required approvals to construct a fence or wall on a public street, the City must first go through a street vacation process. Pursuant to this subsection iv, School may, and if it chooses to do so, shall be responsible for constructing and maintaining a perimeter fence or wall from the eastern edge of the 22000 /Dots /Crossroads DA 06.14.13 Page 8 Science Building on the School Property to the eastern edge of the School Property, outside the Bike Path Easement Area, at its own cost. City agrees that such perimeter fence or wall shall be allowed to be 8 feet in height. The Planning Director or his or her designee shall approve the precise location of this fence or wall, the approval of which shall not be unreasonably withheld. Except with respect to the height of the fence or wall, City's Architectural Review Board shall retain its customary review authority, if any, over the design of the fence or wall. The authority to construct a new perimeter fence provided by this subsection is limited to the southern perimeter of the School Property as set forth above, and does not authorize any construction by School across 20th Court alley. V. Notwithstanding anything to the contrary in this Development Agreement, the Bike Path Easement Agreement shall provide that, commencing upon passage of the 60`h day after the School's receipt of the City's Notice of Intent to Proceed, the City shall defend, indemnify and hold harmless the School, its board and individual board members, officers, agents, employees, volunteers and other representatives (collectively "School Indemnified Parties ") from and against any and all losses, liabilities, damages, costs, expenses, 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 from the following: (1) the willful misconduct or active negligence of the City or its City Council, boards and commissions, officers, agents, employees, contractors, subcontractors, volunteers or other persons acting on its behalf (collectively referred to as the "City Parties ") which occurs after the 60th day after the School's receipt of the City's Notice of Intent to Proceed and during the term of the Bike Path Easement Agreement relating directly to the Public Bike Path or the City's Bike Path Easement; and (2) the condition of the Public Bike Path or the Bike Path Easement; except to the extent any such Damages are caused by the active negligence or willful misconduct of any School Indemnified Parties and /or any students of the School. The School shall have the right to approve legal counsel retained by City to defend any claim, action or proceeding which City is obligated to defend pursuant hereto, which approval shall not be unreasonably withheld, conditioned or delayed. If any conflict of interest results during the mutual representation of the City and School in defense of any such action, or if the School is reasonably dissatisfied with City's legal counsel in defending any such action, the School shall have the right at City's costs and expense, to use separate counsel that would thereafter undertake and continue the School's defense. vi. The Bike Path Easement Agreement shall provide that the City shall thereafter assume full responsibility for evaluating and addressing any impacts of the City's improvements to the Public Bike Path upon the existing drainage culvert located on the alley and Interstate 10 Freeway side of the Bike Path Easement Area. 22000 /Dots /Crossroads DA 06.14.13 Page 9 vii. The School shall have the right to use the Public Bike Path for emergency pedestrian access, if reasonably necessary to ensure public safety of the School's students, teachers, administration and staff. viii. If the City has failed to complete its construction of that portion of the Public Bike Path located within the Bike Path Easement Area by December 31, 2033, then the Bike Path Easement Agreement shall automatically expire and be of no further force or effect, and the City shall promptly execute all documents reasonably necessary to confirm that School, or its successor in interest, is no longer bound by the Bike Path Easement Agreement. Until the City provides written notice to the School that the City is ready to proceed with the commencement of construction of the proposed bike path ( "Notice of Intent to Proceed "), the School shall retain and have the exclusive control and sole responsibility for maintenance of the Bike Path Easement Area, excluding 201h Court Alley, (subject to the existing Utility Easements) as part of its campus. In the event that the School installs any fixtures and improvements within the Bike Path Easement Area after obtaining any required approvals, including the establishment of a perimeter fence at or near the southernmost edge of the Bike Path Easement Area, the School shall have the duty, at the School's cost and expense, to remove such fixtures and improvements and restore the surface of the Bike Path Easement Area to its condition immediately before the installation of such fixtures and improvements no later than 60 days after the School's receipt of the City's Notice of Intent to Proceed. (c) Photovoltaic Panels. Photovoltaic panels shall be installed in accordance with the Project Plans. (d) Photovoltaic Panel -Ready Roof. The western portion of the roof, as shown on the Project Plans, shall be designed and constructed to accommodate the School's potential future installation of photovoltaic panels at that location, if and to the extent that the School may at some point in the future elect to proceed to install such photovoltaic panels. This obligation includes anticipating the capacity for such installation and installing the conduit that would service any future photovoltaic panels at that location. (e) Pico Neighborhood Outreach and Prioritization for Summer Prro ,ram. Commencing in the Spring of 2014 and continuing on an annual basis thereafter, School shall perform the following targeted community outreach for school aged children and their parents residing within the Pico Neighborhood: (1) School shall include residents of the Pico Neighborhood in an annual admissions night which shall be held prior to fall applications (for regular school year admissions) being accepted. School shall provide outreach and notification of the event to the then current chair of the Pico Neighborhood Association and the Pico Boulevard Branch Public Library at Virginia Avenue Park. At this event, School's admissions staff shall explain School's application process, supply information 22000/Docs /Crossroads DA 06.14.13 Page 10 regarding the process for applying for financial aid for the School's tuition, and be available to answer questions. (2) Annually prior to commencement of enrollment for the School's annual Sumner at Crossroads program, School shall (i) continue to host an event about School's Summer at Crossroads program and (ii) shall provide outreach and notification of the event, the summer programs being offered, and the availability of financial aid to the then current chair of the Pico Neighborhood Association and the Pico Boulevard Branch Public Library at Virginia Avenue Park. (3) For School's summer program, School shall prioritize residents of the Pico Neighborhood along with School's existing students for both enrollment and financial aid. (f) LEEDS Requirement. School has retained the services of a LEED Accredited Professional to consult with School regarding incorporation of sustainable design features for the Project and shall refine the Project's design with the good faith goal of attaining the number of points that would be commensurate with achieving LEEDS credits equivalent to a "Gold" certification under the LEEDS Rating System. If the Project achieves the number of points that would be commensurate with achieving LEEDS Gold certification, School shall not be required to submit the project to the Green Building Certification Institute to achieve LEED® certification. If despite School's good faith effort, the Project does not achieve the number of points that would be commensurate with achieving LEEDS credits equivalent to a "Gold" certification under the LEEDS Rating System, School shall alternatively be required to obtain LEEDS Silver certification for the Project. School shall confirm to the City that the design for the Project has achieved either (i) number of points that would be commensurate with achieving LEEDS Gold certification or (ii) LEEDS Silver certification (either of which shall be deemed to constitute the "LEED® Requirement ") in accordance with the following requirements of this Section 2.6.2(fl. (1) Consistent with Article 6 of this Agreement, School has submitted a preliminary checklist of anticipated LEEDS credits (that was be prepared by the LEEDS accredited professional) for review by the City of Santa Monica Green Building Program Advisor ( "Advisor "). (2) As part of School's set of plans and documents submitted to the City with School's plan check application for the Project's building permit, School shall also submit the LEEDS credits identified in clause (1) above (prepared by the LEEDS accredited professional) for review by the Advisor to demonstrate that the Project is likely to achieve the LEEDS Requirement. (3) If, in order to meet the LEEDS Requirement, School elects to pursue achievement of the number of points that would be commensurate with achieving LEEDS Gold certification instead of pursuing LEED® Silver certification (or a higher level of LEEDS certification), the following provisions shall apply: 22000/Docs /Crossroads DA 06.14.13 Page 11 a) Prior to issuance of a final Certificate of Occupancy for the Project, the City's Green Building Program Advisor shall verify and approve (which approval shall not be unreasonably withheld, conditioned or delayed) that the LEEDO credits identified in clause (1) above (prepared by the LEEDO accredited professional) demonstrate that the Project is likely to achieve the LEEDO Requirement. School shall meet with the Advisor at least 30 days prior to submitting the final LEEDO credits for the Advisor's approval, and during such meeting School shall review the LEEDO progress with the Advisor. b) Notwithstanding the foregoing, if the Advisor has not yet approved the LEEDO credits that demonstrate that the constructed Project has achieved the LEEDO Requirement, the City shall nonetheless issue a temporary Certificate of Occupancy for the Project (assuming that the Project is otherwise entitled to receive a temporary Certificate of Occupancy). The temporary Certificate of Occupancy shall be converted to a final Certificate of Occupancy once the Advisor determines that the LEEDO credits for the Project demonstrate that the constructed Project has achieved the LEEDO Requirement. (4) If School elects to pursue LEEDO Silver certification (or a higher level of LEEDO certification) to meet the LEEDO Requirement, but the Project is denied certification for LEEDO Silver certification by the Green Building Certification Institute and School is unwilling or unable to appeal the denial of certification, then the School shall ensure that the Project achieves certification to at least the Silver level under the LEED Existing Buildings Operations & Maintenance (LEED EBOM) rating system that is current at the time that the Certificate of Occupancy was issued for the Project. School shall ensure that the Project achieves the Silver level (or a higher level) LEED EBOM certification by no later than the third annual Periodic Review (as defined in Section 10.1) after issuance of the Certificate of Occupancy for the Project. The process provided in this Section provides a vehicle for assuring the LEEDO Requirement is satisfied without delaying issuance of the final Certificate of Occupancy for this Project. (g) TDM. School shall maintain and implement the following Transportation Demand Management Plan ( "TDM Plan "): (1) Maintain Employee Transportation Coordinator: An Employee Transportation Coordinator ( "Coordinator ") shall continue to be designated as required by the City of Santa Monica's Transportation Management Division in accordance with SMMC Section 9.16. The Coordinator shall continue to manage all aspects of this Transportation Demand Management TDM Plan. (2) Compliance with SMMC Section 9.16, Performance Targets and Monitoring. School shall comply with the SMMC Section 9.16. School shall prepare and file Employee Trip Reduction Plans for its sites (or a multi-site plan), that meet or exceed City requirements. School shall continue to implement the strategies outlined in the Employee Trip Reduction Plan filed by School for the year July 1, 2012 to June 30, 2013 except to the extent the City's Transportation Demand Program Manager 22000 /Dots /Crossroads DA 06.14.13 Page 12 approves modifications to such strategies in School's future Employee Trip Reduction Plans. (3) School shall achieve an average vehicle ridership ( "AVR ") goal of (a) 1.6 for both a.m. and p.m. peak periods until the second year after opening of the Exposition light rail stations at Olympic Boulevard /26`h Street and Colorado Avenue/17"' Street and (b) 1.75 for both a.m. and p.m. peak periods by the third year after opening of the light rail stations at Olympic Boulevard/262h Street and Colorado Avenue /17` Street. The AVR goal applies to employees only. Failure to achieve the performance target herein shall not constitute a Default as defined in this Agreement. Should School not achieve the target AVR in any year, School shall revise its TDM strategies for the upcoming School year subject to the approval of the Planning Director, to achieve the performance target herein while not substantially increasing the cost of the TDM Program. Such revisions to the TDM Plan shall constitute Minor Modifications pursuant to DA Section 2.4.2 and shall not require an amendment to this Agreement. (4) Charge for Parking: School shall charge its employees that drive to work in a single- occupancy vehicle on a regular basis for parking on School's campus. Such charge for parking shall be no less than the monthly parking rate in the City- operated beach parking lots. (5) Financial Incentives for Arriving to School through means other than Single- Occupancy Vehicle: School shall provide financial incentives to its employees that walk, bike, take public transportation, carpool (with increased incentives for more persons in the carpool) or otherwise arrive at School through means other than a single- occupancy vehicle. (6) Maintain Transportation Information Center: School shall maintain on -site, in a conspicuous location or locations, information for its employees and students about local public transit services (including bus lines, bus fare programs, light rail lines, ride share programs and shuttles) and bicycle facilities (including routes, rental and sales locations, and on -site bike racks). School shall also continue to provide walking and biking maps for its employees and students. (7) School shall promote ridesharing through newsletters or other conummications to School's employees, parents, students and visitors. (8) Public Transit Subsidy In Lieu of Parking: a) School shall offer all its newly -hired employees who do not purchase monthly automobile parking a free public transit pass valid every day for at least the first month of their employment. b) School shall also offer all its employees that utilize public transit to commute to and from School, at least 50% reimbursement for the cost of purchasing a public transit pass used for commuting to and from School. 22000 /Does /Crossroads DA 06.14.13 Page 13 (9) Maintain Guaranteed Return Trip: School shall continue to provide van pool, car pool, and transit reliant employees with a return trip (or to the point of commute origin), when a Personal Emergency Situation, or unplanned business - related activity requires it, for a maximum of four trips per year per employee. (10) Programs Aimed at Upper and Middle School Students and Parents: a) The Transportation Coordinator shall be designated to assist students and parents with planning alternative means of transportation to school, including ridesharing, bicycling, walking or taking transit. b) "Safe routes to school" bicycle and pedestrian training programs conducted annually for students and parents, in accordance with the SRTS Guide at www.saferoutesinfo.org, including: • Development or adaptation of SRTS curricula for middle and upper school students to address basic pedestrian and bike safety skills, • Identifying pedestrian and bike routes to /from School's campus and student homes, • Safety programs, • Education and encouragement programs, • Events, and • Bike, bus, and walk "buddies" matching. c) Celebrate "bike to school" day /week and other events to encourage ridesharing. d) Transit and walking/biking information in registration packets. e) Promote carpooling, biking, walking, and transit use via newsletters and at parent meetings. f) Alert visitors to transit, biking, etc. options whenever parking information is provided in event flyers, advertisements, etc. g) Provide information about bus service and rideshare opportunities in the school bulletin and special announcements; feature the benefits of walking and bicycling in publications. h) Encourage and support carpooling to events, school, and services, by providing on -line and/or personalized matching services. i) Offer personalized trip planning assistance for students during registration process and as requested. 22000/Does /Crossroads DA 06.14.13 Page 14 j) The School shall establish a method of collecting baseline /current data about how middle and upper school students generally travel to and from School (i.e. by single- occupancy vehicle, carpool, walking, biking, public transit, or other mode of transportation), shall collect such data, and shall report such data to the City annually. (11) Student Parking: School shall charge students that drive to School in a single- occupancy vehicle on a regular basis for parking on School's campus. (12) Bicycle Parking: School shall provide a minimum of 50 bicycle parking spaces for employees, students, and visitors. School shall increase bicycle parking spaces on an as needed basis to meet peak bicycle parking demand for employees, students, and visitors. (13) Carpool Parking: School shall provide preferential parking for employees who commute to work in employer registered carpools. Such parking shall be either free or at a reduced rate compared with the parking charge for employees that commute to and from School in a single- occupancy vehicle. An employee who drives to work with at least one other employee at least four (4) days per week may register as a carpool entitled preferential parking. (14) Transportation Management Association: School shall be required to participate in the formation of a geographic -based Transportation Demand Management Association that may be defined by the City. If the City adopts a requirement that a Transportation Management Association be formed for this geographic area, School shall participate in organizational meetings and provide traffic demand data to the City and to the Transportation Management Association. (15) Changes to TDM Program. Subject to approval by the City's Planning Director, School may modify this TDM program, including a reduction of the number of required bicycle racks (provided such racks are not needed to accommodate School's demonstrated actual peak bicycle parking demand), provided the TDM program, as modified, can be demonstrated as equal or superior in its effectiveness in trip reduction for this Project. Any such modifications shall be considered Minor Modifications pursuant to Section 2.4.2 of this Agreement. 2.7 Parking. (a) Prior to development of this Project, School has been required to provide 229 parking spaces pursuant to Administrative Approval No. 97 -056. City and School agree that upon completion of this Project, 235 parking spaces shall be required. (b) On at least an annual basis, School shall notify all its employees, students and parents in writing not to park on the residential streets in the vicinity of School. School shall provide a copy of such notice to City as and when distributed. All new employees will be provided the same admonition during their orientation. 22000 /Docs /Crossroads DA 06.14.13 Page 15 2.8 Design. (a) Setbacks. School shall maintain the setbacks for the Project as 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. (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. School shall maintain the stepbacks for the Project, if any, 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. Notwithstanding the foregoing, if School elects to satisfy its Private Developer Cultural Art Requirement (SMMC part 9.04.10.20) through on -site installation of art, School shall have the right to propose on -site installation of art on the roof of the Building, provided that the maximum height of any such art may not exceed 45 feet above the Property's average natural grade unless (and only to the extent that), prior to that time, the City has adopted a new Zoning Ordinance and any such new Zoning Ordinance allows the height of on -site art to be treated as a permitted projection above 45 feet. Nothing in this Agreement, including this Section 2.8(d), shall prevent School from requesting and City from allowing additional height for art on the roof of the Building. (e) Signage. 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 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 "E ". Directional signs for vehicles shall be located at approaches to driveways as required by the City's Strategic Transportation Planning Division. ARTICLE 3 CONSTRUCTION 3.1 Construction Mitigation Plan. During the construction phase of the Project, School shall comply with the Construction Mitigation Plan attached as Exhibit "H" hereto. 22000 /Does /Crossroads DA 06.14.13 Page 16 3.2 Construction Hours. School 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), School 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 excavation, shoring, and concrete pours. 3.3 Outside Buildine Permit Issuance Date. If School has not been issued a building permit for the Project by the "Outside Building Permit Issuance Date" (defined below), then on the day after the Outside Building Permit Issuance Date, without any further action by either Party, this Agreement shall automatically terminate and be of no further force or effect. For purposes of clarity, if School 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 seventy- second (72 1d) 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 School 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 before the last day of the seventy- second (72nd) full calendar month after the Effective Date (the "Extension Notice Date "), School 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 may be administratively extended not more than three (3) times for an additional twelve (12) months per extension. The Planning Director may grant such extension if School can demonstrate substantial progress has been made towards obtaining a building permit and show reasonable cause why School 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, School shall be entitled to reconstruct the Project in accordance with this Agreement if: (a) School obtains a building permit for this reconstruction prior to the expiration of this Agreement and (b) the Project is found 22000 /Does /Crossroads DA 06.14.13 Page 17 to be consistent with the City's General Plan in effect at the time of obtaining the building permit. 3.6 Possession of Property. No building permit, grading permit, or excavation permit may be approved until the School has demonstrated to the satisfaction of the City Attorney's Office that School has obtained fee ownership and possession of all of the Property required for development of the Project. 3.7 Completed and Final Landmarks Commission Review of Property. Demolition of the existing buildings located on the Property shall be exempt from any further Landmarks Commission review up through the Outside Building Permit Issuance Date. ARTICLE 4 PROJECT FEES EXACTIONS AND CONDITIONS 4.1 Fees, Exactions, and Conditions. Except as expressly set forth in Section 2.6.2 (relating to Community Benefits), 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, conditions, and standards of construction set forth in this Agreement, including Exhibits "C ", "D" and "I" attached hereto, and no others. 4.2 Conditions on Modifications. The City may impose fees, exactions, and conditions in connection with its approval of Minor or Major Modifications, provided that all fees, exactions, and conditions shall be in accordance with any applicable law. 4.3 Implementation of Conditions of Approval. 4.3.1 Compliance with Conditions of Approval. School shall be responsible to adhere to the conditions of approval set forth in Exhibit "D" in accordance with the timelines established in Exhibit "D ". 4.3.2 Survival of Conditions of Approval. If School proceeds with the construction of the Project, except as otherwise expressly limited in this Agreement, the obligations and requirements imposed by the conditions of approval set forth in the attached Exhibit "D" shall survive the expiration of the Term of this Agreement and shall remain binding on School, its successors and assigns, and shall continue in effect for the life of the Project. 22000 /Dots /Crossroads DA 06.14.13 Page 18 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 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 Building and improvements that will comprise the Project, including without limitation, the development standards for the demolition, grading, design, development, construction, occupancy or use of such Building and improvements, and any exactions therefor, shall be governed by the Existing Regulations. The City agrees that this Agreement is consistent with the General Plan, including the LUCE, 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 22000 /Does /Crossroads DA 06.14.13 Page 19 modifications to the Project as expressly set forth in Sections 2.4.2 and 2.4.3; (b) the application of any subsequent local development or building moratoria, development or building rationing systems or other restrictions on development which would adversely affect the rate, timing, or phasing of construction of the Project, and (c) Subsequent Code Changes which are inconsistent with this Agreement. 5.2 Permitted Subsequent Code Changes. 5.2.1 Applicable Subsequent Code Changes. Notwithstanding the terms of Section 5. 1, this Agreement shall not prevent the City from applying to the Project the following Subsequent Code Changes set forth below in this Section 5.2.1. (a) Processing fees and charges imposed by the City to cover the estimated actual costs to City of processing applications for development approvals including: (i) all application, permit, and processing fees incurred for the processing of this Agreement, any administrative approval of a Minor Modification, or any amendment of this Agreement in connection with a Major Modification; (ii) all building plan check and building inspection fees for work on the Property in effect at the time an application for a grading permit or building permit is applied for; and (iii) the public works plan check fee and public works inspection fee for public improvements constructed and installed by School and (iv) fees for monitoring compliance with any development approvals; provided that such fees and charges are uniformly imposed by the City at similar stages of project development on all similar applications and for all similar monitoring. (b) General or special taxes, including, but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to the Property or to businesses occupying the Property; provided that (i) the tax is of general applicability City -wide and does not burden the Property disproportionately to other similar developments within the City; and (ii) the tax is not a levy, assessment, fee or tax imposed for the purpose of funding public or private improvements on other property located within the Industrial Conservation 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 22000 /Dots /Crossroads DA 06.14.13 Page 20 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 School 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 School under this Agreement. For the purposes of this Section 5.2.1(g), regulations which impair School's rights or approvals include, but are not limited to, regulations which (i) materially increase the cost of the Project (except as provided in Section 5.2.1(a), (b), and (d) above), or (ii) which would materially delay development of the Project or that would cause a material change in the uses of the Project as provided in this Agreement. 5.2.2 New Rules and Regulations. This Agreement shall not be construed to prevent the City from applying new rules, regulations and policies in those circumstances specified in Government Code Section 65866. 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 School shall use reasonable efforts to identify, assemble and copy three identical sets of the Existing Regulations, to be retained by the City and School, 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. School 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. 22000 /Docs /Crossroads DA 06.14.13 Page 21 5.5 Timing of Development. The California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the parties in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the parties' agreement. It is the intent of School 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. ARTICLE 6 ARCHITECTURAL REVIEW BOARD 6.1 Architectural Review Board Approval. The Project shall be subject to review and approval or conditional approval by the ARB in accordance with design review procedures in effect under the Existing Regulations. Consistent with Existing Regulations, the ARB cannot require modifications to the building design which negates the fundamental development standards established by this Agreement. For example, the ARB cannot require reduction in the overall height of the buildings, reduction in the number of stories in the buildings, reduction in density, or reduction in Floor Area either by floor or in aggregate from the building. Decisions of the ARB are appealable to the Planning Commission in accordance with the Existing Regulations. 6.2 Concurrent Processing. School may concurrently process plan check (SMMC § 8.08.060) with ARB design review (SMMC ch. 9.32); provided, however, that School hereby agrees to accept the risk of plan check revisions if necessitated by the outcome of the ARB design review. ARTICLE 7 CITY TECHNICAL PERMITS 7.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: 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 22000 /Does /Crossroads DA 06.14.13 Page 22 and grading permits, (d) encroachment permits, (e) tiebacks and shoring permits, and (f) temporary and final certificates of occupancy. 7.1.2 "Technical Permit Applications" means any applications required to be filed by School 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 School 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 School, and then issue the Technical City Permits, is subject to the satisfaction of the following conditions: (a) School 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 fried; provided that such procedures and policies are uniformly in force and effect throughout the City; (b) School 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, School shall have obtained the approval of the ARB referred to in Section 6. 1.1 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 School is subject to the satisfaction of the following conditions (and only such conditions and no others): (a) School shall have complied with all of its obligations under this Agreement which are required to be performed prior to or concurrent with the issuance of the Technical City Permits for the proposed Building; 22000 /Docs /Crossroads DA 06.14.13 Page 23 (b) School shall have received any permits or approvals from other governmental agencies which are required by law to be issued prior to or concurrent with the issuance of the Technical City Permits for the proposed Building; (c) The proposed Building conforms to the development standards for such Building established in this Agreement. In the event that a proposed Building is not in conformance with the development standards, School shall have the right to seek any relief from such standards under the procedures then available in the City; and (d) The proposed Building conforms 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 School 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 School. School is required to supply the Planning Director with written documentation of the fact that compliance with the New Technical Requirements cannot be achieved by some other method. Any such relief shall only be granted to the extent necessary in the Planning Director's determination for School to comply with the New Technical Requirements. 7.4 Duration of Technical City Permits. The duration of Technical City Pen-nits 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 School 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 School 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 School 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. 7.5 [Reserved] 22000/Docs /Crossroads DA 06.14.13 Page 24 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 School 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 twenty (20) years thereafter (the "Term "), unless the Term is otherwise terminated pursuant to Section 11.4, after the satisfaction of all applicable public hearing and related procedural requirements or pursuant to Section 3.3. 9.2.2 Termination Certificate. Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a "Termination Certificate "), which shall be recorded in the official records of Los Angeles County. 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 School 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, School shall deliver to the City a written report demonstrating that School has been in good faith compliance with this Agreement during 22000 /Docs /Crossroads DA 06.14.13 Page 25 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 School with the requirements of the Existing Regulations, except as otherwise modified by this Agreement; and (b) compliance by School 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 School of any of its obligations under this Agreement. 10.3 Information to be Provided to School. Prior to any public hearing concerning the Periodic Review of this Agreement, the City shall deliver to School 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 School a Notice of Breach pursuant to Section 11.1 below, the City shall concurrently deliver to School 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 School has not demonstrated that it is in good faith compliance with this Agreement, then the City may issue and deliver to School a written Notice of Breach pursuant to Section 11.1 below, and School shall have the opportunity to cure the default identified in the Notice of Breach during the cure periods and in the manner provided by Section 11.2 and Section 11.3, as applicable. 10.5 Failure of Periodic Review. The City's failure to review at least annually compliance by School 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 School 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, School shall reimburse the City for its actual and reasonable costs incurred in connection with such review. 22000 /Dots /Crossroads DA 06.14.13 Page 26 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 School, the City shall also deliver a copy of the Notice of Breach to any Secured Lender of School 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 School, School shall promptly commence to cure the identified Breach and shall complete the cure of such Breach within thirty (30) business days after receipt by School 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, School 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 (3 0) days after receipt of the Notice of Breach or provide evidence of Excusable Delay that prevents or delays the completion of such cure. The thirty (30) day cure period for a non - monetary Breach shall be extended as is reasonably necessary to remedy such Breach; provided that the alleged defaulting Party commences such cure promptly after receiving the Notice of Breach and continuously and diligently pursues such remedy at all times until such Breach is cured. 11.1.4 Excusable Delay. Notwithstanding anything to the contrary contained in this Agreement, the City's exercise of any of its rights or remedies under this Article 11 shall be subject to the provisions regarding Excusable Delay in Section 15.8 below. 11.2 Remedies for Monetary Default. If there is a Breach by School in the performance of any of its monetary obligations under this Agreement which remains uncured (a) thirty (30) business days after receipt by School 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 School 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 School and the City shall have available any right or remedy provided in this Agreement, at law 22000/Docs /Crossroads DA 06.14.13 Page 27 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 School, after the expiration of Secured Lender's Cure Period under Section 12.1 (if a Secured Lender of School 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 School 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 School hereby stipulate that School shall be entitled to obtain relief in the form of a writ of mandate in accordance with Code of Civil Procedure Section 1085 or Section 1094.5, as appropriate, to remedy any Event of Non - Monetary Default by the City of its obligations and duties under this Agreement. Nothing in this Section 11.3.3, however, is intended to alter the evidentiary standard or the standard of review applicable to any action of, or approval by, the City pursuant to this Agreement or with respect to the Project. 11.3.4 No Damages Relief Against City. It is acknowledged by School 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 School and School 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. 22000 /Dots /Crossroads DA 06.14.13 Page 28 The City and School 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 School. It is acknowledged by the City that School would not have entered into this Agreement if School 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, School 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 or; (b) arising out of or conmected with any dispute, controversy or issue regarding; (c) the application or interpretation or effect of the provisions of this Agreement. The City and School agree that the provisions of this Section 11.3.6 do not apply for damages which: (a) are for a monetary default; or (b) do not arise out of or which are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Agreement to or the application of, any City rules, regulations, or official policies. 11.3.7 No Other Limitations. Except as expressly set forth in this Section 11.3, the provisions of this Section 11.3 shall not otherwise limit any other rights, remedies, or causes of action that either the City or School may have at law or equity after the occurrence of any Event of Non - Monetary Default. 22000/Does /Crossroads DA 06.14.13 Page 29 11.4 Modification or Termination of Agreement by City. 11.4.1 Default by School. If School 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 School (and to any Secured Lender of School 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 School (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 School 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 School 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 School has not been in good faith compliance with this Agreement pursuant to Section 10. 1, as applicable and (ii) further determines that School (or the Secured Lender, if applicable) has not cured (within the applicable cure periods) the acts or omissions that constitute the basis of the determination under clause (i) above or if those acts or omissions could not be reasonably remedied prior to the public hearing that School (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 School. If the City Council does not terminate this Agreement, but proposes a modification to this Agreement as a result of the public hearing and School does not (within five (5) days of receipt) execute and deliver to the City the form of modification of this Agreement submitted to School by the City, then the City Council may elect to terminate this Agreement at any time after the sixth day after School's receipt of such proposed modification. 22000/Docs /Crossroads DA 06.14.13 Page 30 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, School has performed substantial work and incurred substantial liabilities in good faith reliance upon a building permit issued by the City, then School shall have acquired a vested right to complete construction of the Building in accordance with the terms of the building permit and occupy or use each such Building upon completion for the uses permitted for that Building as provided in this Agreement. Any Building completed or occupied pursuant to this Section 11.6 shall be considered legal non - conforming subject to all City ordinances standards and policies as they then exist governing legal non - conforming buildings and uses unless the Building otherwise complies with the property development standards for the district in which it is located and the use is otherwise permitted or conditionally permitted in the district. ARTICLE 12 MORTGAGEES 12.1 Encumbrances on the Property. This Agreement shall not prevent or limit School (in its sole discretion), from encumbering the Property (in any manner) or any portion thereof or any improvement thereon by any mortgage, deed of trust, assignment of rents or other security device securing financing with respect to the Property (a "Mortgage "). Each mortgagee of a mortgage or a beneficiary of a deed of trust (each, a "Secured Lender ") on the Property shall be entitled to the rights and privileges set forth in this ARTICLE 12. Any Secured Lender may require from the City certain interpretations of this Agreement. The City shall from time to time, upon request made by School, meet with School 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 22000 /Does /Crossroads DA 06.14.13 Page 31 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 School 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 School. 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 School under this Agreement) equal to: (a) ten (10) business days in the case of any Event of Monetary Default and (b) thirty (30) days in the case of any Event of Non - Monetary Default, during which period the Secured Lender may provide a remedy or cure of the applicable Event of Monetary Default or may provide a remedy or cure of the applicable Event of Non- Monetary Default; provided that if the cure of the Event of Non - Monetary Default cannot reasonably be completed within thirty days, Secured Lender may, within such 30 -day period, commence to cure the same and thereafter diligently prosecute such cure to completion (a "Secured Lender's Cure Period "). If School 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 School's part to be performed hereunder with the same force and effect as though performed by School. (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 School 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 22000 /Docs /Crossroads DA 06.14.13 Page 32 obligations of School 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 School's or the affirmative covenants of School'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 School 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 School 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 School's interest in the Property and any transfer of the Property or any portion thereof shall automatically operate to transfer the benefits and burdens of this Agreement with respect to the transferred Property or transferred portions, as applicable. 13.1.2 Transfer Rights. School may freely sell, transfer, exchange, hypothecate, encumber or otherwise dispose of its interest in the Property, without the consent of the City. School 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 School to the Property, School 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) School 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 School under this Agreement with respect to the Property in the form of Exhibit "I" attached hereto (the "Assumption Agreement "). Upon such transfer of 22000 /Docs /Crossroads DA 06.14.13 Page 33 the Property and the express assumption of School'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 "School" 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. School 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 School or those of its officers, board members, agents, employees, volunteers, contractors, subcontractors or other persons acting on its behalf (collectively referred to as the "School Parties ") which occurs during the Term and relates to this Agreement; (2) for any act or omission related to the operations of School Parties, including but not limited to the maintenance and operation of areas on the Property accessible to the public. School's obligation to defend, indemnify and hold harmless applies to all actions and omissions of School 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 School to defend any claim, action or proceeding which School 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 School in defense of any such action, or if the City is reasonably dissatisfied with legal counsel retained by School, the City shall have the right (a) at School's costs and expense, to have the City Attorney undertake and continue the City's defense, or (b) with School's approval, which shall not be reasonably withheld or delayed, to select separate outside legal counsel to undertake and continue the City's defense. 22000/Does /Crossroads DA 06.14.13 Page 34 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 School, 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 Citv: 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 To School: Crossroads School for Arts and Sciences 1714 215` Street Santa Monica, CA. 90404 Attn: Director of Finance and Operations Fax: 310.828.5636 With a Copy to: Harding, Larmore, Katcher & Kozal 1250 Sixth Street, Suite 200 Santa Monica, California 90401 Attn: Christopher M. Harding Fax: (310) 392 -3537 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 22000/Docs /Crossroads DA 06.14.13 Page 35 mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Should any or all of the provisions of this Agreement be found to be in conflict with any other provision or provisions found in the Existing Regulations, then the provisions of this Agreement shall prevail. 15.3 Binding Effect. ffect. The Parties intend that the provisions of this Agreement shall constitute covenants which shall run with the land comprising the Property during the Term for the benefit thereof and that the burdens and benefits thereof shall bind and inure to the benefit of all successors -in- interest to the Parties hereto. Every Party who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Project during the Term is and shall be conclusively deemed to have consented and agreed to every provision contained herein, to the extent relevant to said right, title or 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 School 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 School or to render either Party liable in any manner for the debts or obligations of the other. 15.6 Estoppel Certificates. Either Party may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing (each, an "Estoppel Certificate "): (a) that this Agreement is in full force and effect, (b) that this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, (c) whether or not, to the knowledge of the responding Party, the requesting Party is in Breach or claimed Breach in the performance of its obligations under this Agreement, and, if so, describing the nature and amount of any such Breach or claimed Breach, and (d) whether or not, to the knowledge of the responding Party, any event has occurred or failed to occur which, with the passage of time or the giving of notice, or both, would constitute an Event of Monetary Default or an Event of Non - Monetary Default and, if so, specifying each such event. A Party receiving a request for an Estoppel Certificate shall execute and return such Certificate within thirty (3 0) 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 22000/Docs /Crossroads DA 06.14.13 Page 36 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 School 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 School 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 School (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 govennnental 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 School, the City or any other person or entity, or the filing of a lawsuit by any Party arising out of this Agreement or any permit or approval School deems necessary or desirable for the implementation of the Project; (d) The institution of a referendum pursuant to Government Code Section 65867.5 or a similar public action seeking to in any way invalidate, alter, modify or amend the ordinance adopted by the City Council approving and implementing this Agreement; (e) Inability to secure necessary labor, materials or tools, due to strikes, lockouts, or similar labor disputes; and (f) Failure of the City to timely perform its obligations hereunder, including its obligations under Section 7.2 above 15.8.2 Under no circumstances shall the inability of School to secure financing be an Excusable Delay to the obligations of School. 22000/Does /Crossroads DA 06.14.13 Page 37 15.8.3 In order for an extension of time to be granted for any Excusable Delay, School must deliver to the City written notice of the commencement of the Excusable Delay within sixty (60) days after the date on which School 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 School 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 School. The City shall cooperate with School in any such defense as School 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 School is entitled to recover attorneys' fees from the other, the Party so entitled to recover shall be entitled to an amount equal to the fair market value of services provided by attorneys employed by it as well as any attorneys' fees actually paid by it to third Parties. The fair market value of the legal services for public attorneys shall be determined by utilizing the prevailing billing rates of comparable private attorneys. 15.12 Recordation. The Parties shall cause this Agreement to be recorded against title to the Property in the Official Records of the County of Los Angeles. The cost, if any, of recording this Agreement shall be bome by School. 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. 22000/Does /Crossroads DA 06.14.13 Page 38 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. School 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 School in its endeavors to obtain such permits and approvals. 15.15.1 Further Assurances; Covenant to Sign Documents. Each Party shall take all actions and do all things, and execute, with acknowledgment or affidavit, if required, any and all documents and writings, which may be necessary or proper to achieve the purposes and objectives of this Agreement. 15.15.2 Processing. Upon satisfactory completion by School 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 School of the Project in accordance with this Agreement, including, but not limited to, the following: (a) the processing of applications for and issuing of all Discretionary Approvals requiring the exercise of judgment and deliberation by City; (b) the holding of any required public hearings; and (c) the processing of applications for and issuing of all City Technical Permits requiring the determination of conformance with the Existing Regulations. 15.15.3 No Revocation. The City shall not revoke or subsequently disapprove any approval or future approval for the development of the Project or the Property once issued by the City provided that the development of the Project or the Property is in accordance with such approval. Any disapproval by the City shall state in writing the reasons for such disapproval and the suggested actions to be taken in order for approval to be granted. 15.15.4 Processing During Third Party Litigation. If any third party lawsuit is filed against the City or School relating to this Agreement or to other development issues affecting the Property, the City shall not delay or stop the development, processing or construction of the Property, or issuance of the City Technical Permits, unless the third party obtains a court order preventing the activity. The City shall not stipulate to or fail to oppose the issuance of any such order. Notwithstanding the foregoing and without prejudice to the provisions of Section 15.8(e), after service on the City or School of the initial petition or complaint challenging this Agreement or the Project, the School may apply to the Planning Director for a tolling of 22000 /Docs /Crossroads DA 06.14.13 Page 39 the applicable deadlines for School 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" Conditions of Approval Exhibit "E" SMMC Article 9 (Planning and Zoning) Exhibit "F" Bike Path Easement Area Exhibit "G" [Reserved] Exhibit "H" Construction Mitigation Plan Exhibit "I" Assignment and Assumption Agreement Exhibit "J" Interim Modules Plan Except as to the Project Plans (attached hereto as Exhibit B) which shall be treated in accordance with Section 2.1 above, the text of this Agreement shall prevail in the event that any inconsistencies exist between the Exhibits and the text of this Agreement. 15.18 Counterpart Signatures. The Parties may execute this Agreement on separate signature pages which, when attached hereto, shall constitute one complete Agreement. 15.19 Certificate of Performance. Upon the completion of the Project, or any phase thereof, or upon performance of this Agreement or its earlier revocation and termination, the City shall provide School, upon School's request, with a statement 22000 /Dots /Crossroads DA 06.14.13 Page 40 ( "Certificate of Performance ") evidencing said completion, termination or revocation and the release of School 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 School 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 School. School represents to the City that, as of the Effective Date, it has a legal or equitable interest in the 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 School. 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 School. If and when, from time to time, during the term of this Agreement, the City and School agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by the City and School, 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 School. 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, School, 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 School. 15.22.1 School's Faithful Performance. The Parties acknowledge and agree that School'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 School'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. School 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 School on the Property. 22000 /Dots /Crossroads DA 06.14.13 Page 41 15.22.2 Obligations to be Non - Recourse. As a material element of this Agreement, and in partial consideration for School's execution of this Agreement, the Parties each understand and agree that the City's remedies for breach of the obligations of School under this Agreement shall be limited as described in Sections 11.2 through 11.4 above. 15.23 Not a Public Dedication. Nothing in this Agreement shall be deemed to be a gift or dedication of the Property, or of the Project, or any portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property. School 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 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 School 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 School 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. This Agreement is executed by the Parties on the date first set forth above and is made effective on and as of the Effective Date. SCHOOL: THE CROSSROADS SCHOOL FOR ARTS AND SCIENCES, a California nonprofit corporation By: DRAFT Name: 22000 /Dots /Crossroads DA 06.14.13 Page 42 Title: CITY: CITY OF SANTA MONICA, a municipal corporation By: DRAFT Name: Title: ATTEST: By: DRAFT Name: City Clerk APPROVED AS TO FORM: By: _ Name: 22000/Does /Crossroads DA 06.14.13 Page 43 DRAFT City Attorney EXHIBIT "A -1" LEGAL DESCRIPTION OF 1731 -1733 TWENTIETH STREET LOT 30 IN BLOCK 20 OF THE ERKENBRECHER SYNDICATE SANTA MONICA TRACT, EXCEPT THEREFROM THE SOUTHWESTERLY 10.00 FEET THEREOF, AS PER MAP RECORDED IN BOOK 6, PAGES 26 AND 27 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. THOSE PORTIONS OF LOTS 32 AND 34 IN BLOCK 20 OF THE ERKENBRECHER SYNDICATE SANTA MONICA TRACT, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 6, PAGES 26 AND 27 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER, BOUNDED SOUTHERLY BY THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT IN THE SOUTHWESTERLY LINE OF SAID LOT 32, DISTANT THEREON SOUTHEASTERLY 6.42 FEET FROM THE MOST WESTERLY CORNER OF SAID LOT 32; THENCE EASTERLY IN A DIRECT LINE TO A POINT IN THE NORTHEASTERLY LINE OF LOT 34, DISTANT THEREON SOUTHEASTERLY 29.79 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 34. EXCEPT THEREFROM PARCEL 2 AS DELINEATED AND SHADED ON MAP RECORDED FEBRUARY 6, 1967 IN STATE HIGHWAY MAP BOOK NO. 5, PAGE 29 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND AS RELINQUISHED TO THE CITY OF SANTA MONICA BY DOCUMENT RECORDED JUNE 29, 1967 AS INSTRUMENT O. 2604. ALSO EXCEPT THE SOUTHWESTERLY 10 FEET OF LOT 32, WITHIN 20TH STREET. ALSO EXCEPTING THEREFROM ALL OIL, MINERALS, NATURAL GAS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, THAT MAY BE WITHIN, OR UNDER THE HEREIN CONVEYED PARCEL OF LAND, AND THE RIGHTS THERETO, TOGETHER WITH CERTAIN OTHER CONDITIONS, AS EXCEPTED AND RESERVED IN DEEDS TO THE STATE OF CALIFORNIA, RECORDED MARCH 29, 1962 IN BOOK D- 1560, PAGE 443 AND MARCH 15, 1952 IN BOOK D -1544, PAGE 894, BOTH OF OFFICIAL RECORDS OF SAID OFFICE. Crossroads DA Exhibi1s.06.10.13 Page I EXHIBIT "A -2" LEGAL DESCRIPTION OF REMNANT PARCEL A PORTION OF PARCEL 2 AS DELINEATED AND SHADED ON MAP RECORDED FEBRUARY 6, 1967 IN STATE HIGHWAY MAP BOOK NO. 5, PAGE 29 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND AS RELINQUISHED TO THE CITY OF SANTA MONICA BY DOCUMENT RECORDED JUNE 29, 1967 AS INSTRUMENT O. 2604. Crossroads DA Exhibits.06.10.13 Pags 1 EXHIBIT `B" PROJECT PLANS Crossroads DA Eahibits.06.10.13 Page 2 EXHIBIT "C" PERMITTED FEES AND EXACTIONS School 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, School shall pay City fees for processing of ARB applications; (b) Upon submittal for plan check, School shall pay City plan check fees; (c) Prior to issuance of construction permits, School 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), if applicable • 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) • Cultural Arts Fee (SMMC Section 9.04.10.20). Unless School elects to satisfy the Private Development Cultural Arts Requirement through on- site art or cultural facilities, School shall execute a contract to pay the fee prior to issuance of a building permit. School shall pay the fee prior to the issuance of a final certificate of occupancy for the Project. (d) Upon inspection of the Project during the course of construction, City inspection fees. These fees shall be reimbursed to School in accordance with the City's standard practice should School not proceed with development of the Project. Crossroads DA Exhibits.06.10.13 Page 3 2. Prior to issuance of permits for any construction work in the public right -of -way, or use of public property, School shall pay the following City fees: • Use of Public Property Permit fees (SMMC 7.04.670) (EPWM) a Utility Excavation Permit fee (SMMC 7.04.010) (EPWM) a Street Permit fee (SMMC 7.04.790) (EPWM) 3. School shall reimburse the City for its ongoing actual costs to monitor the project's compliance with this Development Agreement. The City shall bill School for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. School shall submit payment to the City within 30 days. Crossroads DA Ezhibits.06. 10.13 Page 4 EXHIBIT "D" 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. Notwithstanding anything to the contrary in the Agreement, no building permit, grading permit, or excavation permit may be approved until the School has demonstrated to the satisfaction of the City Attorney's Office that School has obtained fee ownership and possession of all of the Property, including the Remnant Parcel as defined below, which is required for development of the Project. City is the fee owner of approximately 772 square feet of land located within the boundaries of the Property, as more particularly described in Exhibit "A -2" (the "Remnant Parcel "). School acknowledges, understands, and agrees that, notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed by School as an express or implied promise, warranty, or guaranty, that City will sell, transfer, convey or exchange the Remnant Parcel to School, it being acknowledged, understood and agreed by School that School undertakes the sole risk of obtaining fee ownership and possession of all of the Property, including the Remnant Parcel. 3. Prior to the issuance of a building permit, the School shall execute a Bike Path Easement Agreement with the City consistent with the requirements of Development Agreement Section 2.6.2(b). 4. The temporary modular classroom facilities shall not be installed until a demolition permit has been issued for the existing buildings at 1731 -1733 20" Street and shall be removed within six months from completion and Certificate of Occupancy for the new science building. The temporary modular classrooms shall also be removed within three month of any of the following events occurring (a) expiration of the demolition permit and School has not applied for a building permit, (b) School's failure to continue to process the building permit application, as reasonably determined by the Building Official, and (c) expiration of the building permit prior to issuance of Certificate of Occupancy for the new science building. The temporary facilities shall comply with modular buildings site plan shown in Exhibit "J ". 5. The Architectural Review Board shall pay particular attention to the following design aspects of the project: Crossroads DA Eshibits.06.10.13 Page 5 ® How the design impacts the energy efficiency of the building and the Project's ability to achieve the LEED® Requirement. ® How science can be expressed to the public through the Project's design. ® How the southern fagade relates to the anticipated future Bike Path, including appropriate materials and /or landscaping to assist with protecting the southern fagade from graffiti and vandalism. ® Ensure that the 20th Street fagade enhances the pedestrian environment along 20t" Street. CITY PLANNING Administrative Conditions 6. In the event permittee violates or fails to comply with any conditions of approval of this permit, no further permits, licenses, approvals or certificates of occupancy shall be issued until such violation has been fully remedied. Conformance with Approved Plans 7. This approval is for those plans dated June 25, 2013, 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. 8. 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. 9. 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. 10. These Conditions of Approval do not supersede any conditions that were imposed on School as part of prior City land use approvals, except that upon completion of the science building the parking requirement for School's upper and middle school campus shall be governed by Section 2.7 of the Development Agreement. Crossroads DA Exhibits 06.10.13 Page 6 Fees 11. No building permit shall be issued for the project until the School complies with the requirements of Part 9.04.10.20 of the Santa Monica Municipal Code, Private Developer Cultural Arts Requirement. If the School 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. Cultural Resources 12. If any archaeological remains are uncovered during excavation or construction, work in the affected area shall be suspended and a recognized specialist shall be contacted to conduct a survey of the affected area at project's owner's expense. A determination shall then be made by the Director of Planning to determine the significance of the survey findings and appropriate actions and requirements, if any, to address such findings. Project Operations 13. Pursuant to SMMC Section 4.12.030(a), activities conducted on the Project Site (i.e. 1731 -1733 Twentieth Street), including, but not limited to, school athletic and school entertainment events, are exempt from noise restrictions, provided such activities are conducted by the School and are not inconsistent with comparable operations at other public or private schools. To the extent any non- school activities occur on the Project Site, such non - school operations 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. 14. The project shall at all times comply with the provisions of the Noise Ordinance (SMMC Chapter 4.12). Final Design 15. Plans for final design, landscaping, screening, trash enclosures, and signage shall be subject to review and approval by the Architectural Review Board. 16. Landscaping plans shall comply with Subchapter 9.04.10.04 (Landscaping Standards) of the Zoning Ordinance including use of water - conserving Crossroads DA Eshibits.06.10.13 Page 7 landscaping materials, landscape maintenance and other standards contained in the Subchapter. 17. Refuse areas and storage areas shall be screened in accordance with SMMC Section 9.04.10.02.130 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. As shown on the Project Plans, rooftop mechanical equipment need not be screened from view but 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. 18. 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. 19. 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. 20. As appropriate, the Architectural Review Board shall require the use of anti - graffiti materials on surfaces likely to attract graffiti. Construction Plan Requirements 21. 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 22. 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. Crossroads DA Ezhibits.06. 10.13 Page 8 23. 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 24. 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. 25. 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. 26. 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. 27. 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: 28. 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. 29. 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. 30. Soils stockpiles shall be covered. 31. Onsite vehicle speeds shall be limited to 15 mph on the project site. 32. 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. Cmssmads DA Exhibits.06.10.13 Page 9 33. An appointed construction relations officer shall act as a community liaison concerning onsite construction activity including resolution of issues related to PM10 generation. 34. 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). 35. All active portions the construction site shall be sufficiently watered three times a day to prevent excessive amounts of dust. 36. School 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 School who will respond to complaints related to the proposed construction. The notice shall be mailed to property owners and residents of the neighborhood within 500 feet of the Project at least five (5) days prior to the start of construction. 37. 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. 38. 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. 39. 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. 40. Construction period signage shall be subject to the approval of the Architectural Review Board. Standard Conditions Crossroads DA Exhibits.06.10.13 Page 10 41. Except for the mechanical equipment shown on the roof on the Project Plans and solar energy systems as defined in SMMC Section 9.04.10.02.220, all mechanical equipment that extends more than twelve inches above the roof parapet shall be screened from view SMMC Section 9.04.10.02.140. 42. 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. 43. The property owner shall insure any graffiti on the site is promptly removed through compliance with the City's graffiti removal program. Condition Monitoring 44. 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 45. Final auto parking, bicycle parking and loading layouts specifications shall be subject to the review and approval of the Strategic and Transportation Planning Division, but without prejudice to the continued ability to utilize existing tandem parking: http: / /www. smgov. net /uploadedFiles/ Departments /Transportation/Transportation Management /ParlcingStandards.pdf 46. 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 Management /HV O.pdf 47. 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 /uploadedFiles/ Departments /Transportation/Transportation Management/RampSlope.pdf Crossroads DA Exhibits.06.10.13 Page 11 PUBLIC LANDSCAPE 48. Street trees immediately adjacent to the project site 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. 49. 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. 50. Replace or plant new street trees in accordance with in accordance with Urban Forest Master Plan and in consultation with city arborist. OFFICE OF SUSTAINABILITY AND THE ENVIRONMENT 51. School 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. School shall execute an incentive agreement with Southern California Edison prior to the issuance of a building permit. 52. 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 53. 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. PUBLIC WORKS Crossroads DA Exhibi1s.06.10.13 Page 12 General Conditions 60. School 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, if applicable f Encroachment of on -site improvements into public right -of -way, if applicable 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 School in accordance with the City's standard practice should School 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. 61. 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. 62. 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. 63. hmnediately 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. Crossroads DA Exhibit06. 10.13 Page 13 64. 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, School 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. 65. Prior to the demolition of any existing structure, the applicant shall submit a report from an industrial hygienist to be reviewed and approved as to content and form by the Building & Safety 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 66. Connections to the sewer or storm drains require a sewer permit from the PWD - Civil Engineering Division. Connections to storni drains owned by Los Angeles County require a permit from the L.A. County Department of Public Works. 67. Structures and other facilities on the Project Site (i.e. 1731 -1733 20`x' Street) 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. 68. If the project involves dewatering, School /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. 69. School shall not directly connect to a public storm drain pipe or direct site drainage to the public alley, except as necessary for overflow. 70. All existing sanitary sewer "house connections" to be abandoned, shall be removed and capped at the "Y" connections. Crossroads DA Exbibiis.06.10.13 Page 14 71. The fire services and domestic services 3- inches or greater must be above ground, on the applicant's site, readily accessible for testing. 72. School 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:// wwwlapublichealtli. org /eh/progs /encirp /ehcross.htin. Prior to issuance of a Certificate of Occupancy, a cross - connection inspection shall be completed. 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: a. The site must comply with SMMC Chapter 7.10 Urban Runoff Pollution Ordinance for the construction phase and post construction activities; b. Non - stormwater runoff, sediment and construction waste from the construction site and parking areas is prohibited from leaving the site; C. Any sediments or materials which are tracked off -site must be removed the same day they are tracked off -site; d. Excavated soil must be located on the site and soil piles should be covered and otherwise protected so that sediments are not tracked into the street or adjoining properties; e. No runoff from the construction site shall be allowed to leave the site; and f Drainage control measures shall be required depending on the extent of grading and topography of the site. g. Development sites that result in land disturbance of one acre or more are required by the State Water Resources Control Board (SWRCB) to submit a Storm Water Pollution Prevention Plan ( SWPPP). Effective September 2, 2011, only individuals who have been certified by the Board as a "Qualified SWPPP Developer" are qualified to develop and /or revise SWPPPs. A copy of the SWPPP shall also be submitted to the PWD. Crossroads DA ExhibitsA6.10. 13 Page 15 75. Prior to implementing any temporary construction dewatering or permanent groundwater seepage pumping, a permit is required from the City Water Resources Protection Program (WRPP). Please contact the WRPP for permit requirements at least two weeks in advance of planned dewatering or seepage pumping. They can be reached at (310) 458 -8235. Public Streets & Right -of -Way 76. Prior to the issuance of a Certificate of Occupancy for the Project, all required offsite improvements, such as AC pavement rehabilitation, replacement of sidewalk, curbs and gutters, installation of street trees, lighting, etc. shall be designed and installed to the satisfaction of the Public Works Department and Public Landscape Division provided such offsite improvements satisfy the legal requirement for a nexus to the project. 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 or needed improvement prior to 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 Project Site (i.e. 1731 -1733 Twentieth Street) 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 Project Site. Utilities 80. Prior to the issuance of a Certificate of Occupancy for the Project, provide new street - pedestrian lighting with a multiple circuit system within the development site in compliance with the PWD Standards and requirements to the extent required. New street - pedestrian light poles, fixtures and appurtenances to meet City standards and requirements. 81. Prior to submitting plans, make arrangements with all affected utility companies and indicate points of connection for all services on the site plan drawing. School shall comply with SMMC Section 7.04.820 to the extent it requires existing and proposed overhead utilities that provide direct customer service to the Project Site (i.e. 1731 -1733 Twentieth Street) to be relocated underground; provided, Crossroads DA Axhibils.06. 10.13 Page 16 however, that this condition shall not override the City's obligations pursuant to Section 2.6.2(b)(ii) of this Agreement. 82. Location of Southern California Edison electrical transformer and switch equipment /structures must be clearly shown of the development site plan and other appropriate plans within the project limits. The SCE structures serving the proposed development shall not be located in the public right -of -way. Resource Recovery and Recycling 83. Prior to issuance of a Permit, submit a waste management plan and a recycling plan to the RRR Division for its approval. Visit the Resource Recovery and Recycling (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: a. List of materials such as white paper, computer paper, metal cans, and glass to be recycled; b. Location of recycling bins; C. Designated recycling coordinator; d. Nature and extent of internal and external pick -up service; e. Pick -up schedule; and f. Plan to inform occupants of service. Construction Period Mitigation 84. A construction period mitigation plan shall be prepared by the applicant for approval by the PWD prior to issuance of a building permit. The approved mitigation plan shall be posted on the site for the duration of the project construction and shall be produced upon request. As applicable, this plan shall: a. Specify the names, addresses, telephone numbers and business license numbers of all contractors and subcontractors as well as the School and architect; b. Describe how demolition of any existing structures is to be accomplished; C. Indicate where any cranes are to be located for erection/construction; d. Describe how much of the public street, alleyway, or sidewalk is proposed to be used in conjunction with construction; e. Set forth the extent and nature of any pile- driving operations; Crossroads DA Exhibi1s.06.10.13 Page 17 f. Describe the length and number of any tiebacks which must extend under the public right -of -way and other private properties; g. Specify the nature and extent of any dewatering and its effect on any adjacent buildings; h. Describe anticipated construction - related truck routes, number of buck trips, hours of hauling and parking location; i. Specify the nature and extent of any helicopter hauling; j. State whether any construction activity beyond normally permitted hours is proposed; k. Describe any proposed construction noise mitigation measures, including measures to limit the duration of idling construction trucks; 1. Describe construction- period security measures including any fencing, lighting, and security personnel; m. Provide a grading and drainage plan; n. Provide a construction -period parking plan which shall minimize use of public streets for parking; o. List a designated on -site construction manager; P. Provide a construction materials recycling plan which seeks to maximize the reuse /recycling of construction waste; q. Provide a plan regarding use of recycled and low- environmental- impact materials in building construction; and r. Provide a construction period urban runoff control plan. Air Quality 85. Dust generated by the development activities shall be kept to a minimum with a goal of retaining dust on the site through implementation of the following measures recommended by the SCAQMD Rule 403 Handbook: • During clearing, grading, earth moving, excavation, or transportation of cut or fill materials, water trucks or sprinkler systems are to be used to the extent necessary to prevent dust from leaving the site and to create a crust after each day's activities cease. • 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 Crossroads DALs1ibits.06AA3 Page B 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. 86. 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 87. All diesel equipment shall be operated with closed engine doors and shall be equipped with factory - recommended mufflers. 88. Electrical power shall be used to run air compressors and similar power tools. 89. 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 Crossroads DA Exhibit06.10.13 Pagc 19 90. 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. 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). California Fire Code/ Santa Monica Fire Department Requirements 91. 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. 92. 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. 93. 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. 94. A "Knox" key storage box shall be provided for ALL new construction. For buildings, other than high -rise, a minimum of 3 complete sets of keys shall be provided. Keys shall be provided for all exterior entry doors, fire protection equipment control equipment rooms, mechanical and electrical rooms, elevator controls and equipment spaces, etc. 95. 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. 96. 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 Crossroads DA rxhibits.06.10A3 Page 20 gpm at 100 -psi residual pressure. Pumping equipment shall be capable of providing the required pressure and volume. 97. 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. 98. Every building and /or business suite is required to post address numbers that are visible from the street and alley. Address numbers shall be a minimum of six (6) inches in height and contrast with their background. Suite or room numbers shall be a minimum of four (4) inches in height and contrast with their background. Santa Monica Municipal Code Chapter 8 Section 8.48.130 (1) (1) 99. When more than one exit is required they shall be arranged so that it is possible to go in either direction to a separate exit, except deadends not exceeding 20 feet, and 50 feet in fully sprinklered buildings. 100. Exit and directional signs shall be installed at every required exit doorway, intersection of corridors, exit stairways and at other such locations and intervals as necessary to clearly indicate the direction of egress. This occupancy /use requires the installation of approved floor level exit pathway marking. Exit doors shall be openable from the inside without the use of a key, special effort or knowledge. 101. Show ALL door hardware intended for installation on Exit doors. 102. In buildings two stories or more in height an approved floor plan providing emergency procedure information shall be posted at the entrance to each stairway, in every elevator lobby, and immediately inside all entrances to the building. The information shall be posted so that it describes the represented floor and can be easily seen upon entering the floor level or the building. Required information shall meet the minimum standards established. in the Santa Monica Fire Department, Fire Prevention Division, information sheet entitled "Evacuation Floor Plan Signs." (California Code of Regulations Title 19 Section 3.09) 103. Stairway Identification shall be in compliance with CBC 1022.8 104. Floor -level exit signs are required in Group A, E, I, R -1, R -2 and R -4 occupancies. Crossroads DA Exhibi106.10.13 Pap 21 105. In buildings two stories in height at least one elevator shall conform to the California Building Code Chapter 30 section 3003.5a for General Stretcher Requirements for medical emergency use. a. The elevator entrance shall not be less than 42 inches wide by 72 inches high. b. The elevator car shall have a minimum clear distance between walls excluding return panels of not less than 80 inches by 54 inches. C. Medical emergency elevators shall be identified by the international symbol (star of life) for emergency elevator use. The symbol shall be not less than 3- inches in size. 106. Storage, dispensing or use of any flammable or combustible liquids, flammable compressed gases or other hazardous materials shall comply with the Uniform Fire Code. The Santa Monica Fire Department prior to any materials being stored or used on site shall approve the storage and use of any hazardous materials. Complete and submit a "Consolidated Permit Application Package." Copies may be obtained by calling (310) 458 -8915. 107. Alarm- initiating devices, alarm- notification devices and other fire alarm system components shall be designed and installed in accordance with the appropriate standards of Chapter 35 of the Building Code, and the National Fire Alarm Code NFPA 72. The fire alarm system shall include visual notification appliances for warning the hearing impaired. Approved visual appliances shall be installed in ALL rooms except private (individual) offices, closets, etc. 108. An approved fire alarm system shall be installed as follows: 109. Group A Occupancies with an occupant load of 1,000 or more shall be provided with a manual fire alarm system and an approved prerecorded message announcement using an approved voice communication system. Emergency power shall be provided for the voice comrunication system. 110. Group E Occupancies having occupant loads of 50 or more shall be provided with an approved manual fire alarm system. 111. Plans and specifications for fire alarm systems shall be submitted and approved prior to system installation Crossroads DA Exbibhs.06.10.13 Page 22 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 112. 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. 113. 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. C. 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. Crossmads DA Exhibiis.06.10.13 Page 23 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. 0 `-26'R 287 R TYP.' TY P' q— 20 96' DIAMETER 60' "Y' CUL-DE-SAC r-2 '- -� 28'R TYP.' —} 120' HAMMERHEAD —> < - -26' �- 20' MINIMUM CLEARANCE AROUND A RRE HYDRANT 28'R TYP I 70'— 201ff -a � 20- ACCEPTABLE ALTERNATIVE TO 120' HAMMERHEAD 114. 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: i. 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. 115. 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. Crossroads DA Eshibit06.10.13 Page 24 116. Fire apparatus access roads for commercial and industrial development shall comply with the following: i. Buildings or facilities exceeding 30 feet in height or more than 3 stories in height shall have at least 2 means of fire apparatus access for each structure. ii. Buildings or facilities having a gross floor area of more than 62,000 square feet shall be provided with 2 fire apparatus access roads. iii. When two access roads are required, they shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the property or area to be accessed measured in a straight line between access. 117. Aerial apparatus access roads shall comply with the following: i. Buildings or portions of buildings or facilities exceeding 30 feet in height from the lowest point of Fire Department access shall be provided shall be provided with approved apparatus access roads capable of accommodating aerial apparatus. ii. Apparatus access roads shall have a minimum width of 26 feet in the immediate vicinity of any building or portion of a building more than 30 feet in height. iii. At least one of the required access roads meeting this condition shall be located within a minimum of 15 feet and maximum of 30 feet from the building and shall be a positioned parallel to one entire side of the building. Crossroads DA EXhlbiK06. 10.13 Page 25 118. California Building Code/ Santa Monica Fire Department Requirements Occupancy Classification and Division ® If a change in occupancy or use, identify the existing and all proposed new occupancy classifications and uses ® Assembly (A -1, A -2, A -3), Business (B), Mercantile (M), Residential (R), etc. O Include all accessory uses Building Height • Height in feet (SMMC defines a High -Rise as any structure greater then 55 feet.) • Number of stories • Detail increase in allowable height Crossroads DA Fxhibits.06.10.13 Yaga 26 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. Cmssmada DA Exhibim.06.10.13 Page 27 • 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. • The interior finish for walls and ceilings of the atrium and all unseparated tenant spaces shall be Class L Section 404.8. Atriums of a height greater than 20 feet, measured from the ceiling sprinklers, shall only contain furnishings and decorative materials with potential heat of combustion less than 9,000 Btu's per pound. All furnishings to comply with California Bureau of Home Furnishings, Technical Bulletin 133, "Flammability Test for Seating Furniture in Public Occupancies." All furnishings in public areas shall comply with California Bureau of Home Furnishings, Technical Bulletin 133, "Flammability Test for Seating Furniture in Public Occupancies." Los Angeles County Fire 119. Fire Flow Requirements I. INTRODUCTION A. Pub: To provide Department standards for fire flow, hydrant spacing and specifications. B. Scope: Informational to the general public and instructional to all individuals, companies, or corporations involved in the subdivision of land, construction of buildings, or alterations and /or installation of fire protection water systems and hydrants. C. Author: The Deputy Chief of the Prevention Services Bureau through the Assistant Fire Chief (Fire Marshal) of the Fire Prevention Division is responsible for the origin and maintenance of this regulation. D. Definitions: 1. GPM — gallons per minute 2. psi — pounds per square inch Crossroads DA Exhibi1s.06.10.13 Page 28 3. Detached condominiums — single detached dwelling units on land owned in common 4. Multiple family dwellings — three or more dwelling units attached IL RESPONSIBILITY A. Land Development Unit 1. The Department's Land Development Unit shall review all subdivisions of land and apply fire flow and hydrant spacing requirements in accordance with this regulation and the present zoning of the subdivision or allowed land use as approved by the County's Regional Planning Commission or city planning department. B. Fire Prevention Engineering Section 1. The Department's Fire Prevention Engineering Section shall review building plans and apply fire flow and hydrant spacing requirements in accordance with this regulation. III. POLICY A. The procedures, standards, and policies contained herein are provided to ensure the adequacy of, and access to, fire protection water and shall be enforced by all Department personnel. (remainder of page is blank) Crossroads DA Exhibits.06.10.13 Page 29 IV. PROCEDURES A. Land development: fire flow, duration of flow, and hydrant spacing The following requirements apply to land development issues such as: tract and parcel maps, conditional use permits, zone changes, lot line adjustments, planned unit developments, etc. 1. 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. 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: 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 1. Fire hydrants shall be required at intersections and along access ways as spacing requirements dictate 2. Spacing a. Cul -de -sac When cul -de -sac depth exceeds 450' (residential) or Crossroads DA ExMblt06. W.13 Page 30 200' (commercial), hydrants shall be required at mid - block. Additional hydrants will be required if hydrant spacing exceeds specified distances. b. 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 fi•om a public hydrant. (2) No portion of a building should exceed 400 feet via vehicular access from a properly spaced public hydrant. c. Supplemental fire protection When a structure cannot meet the required public hydrant spacing distances, supplemental fire protection shall be required. NOTE: Supplemental fire protection is not limited to the installation of on -site fire hydrants; it may include automatic extinguishing systems. 3. Hydrant location requirements - both sides of a street Hydrants shall be required on both sides of the street whenever: a. Streets having raised median center dividers that make access to hydrants difficult, causes time delay, and /or creates undue hazard. b. For situations other than those listed in "a" above, the Department's inspector's judgment shall be used. The following items shall be considered when determining hydrant locations: (1) Excessive traffic loads, major arterial route, in which traffic would be difficult to detour. (2) Lack of adjacent parallel public streets in which traffic could be redirected (e.g., Pacific Coast Highway). (3) Past practices in the area. Crossroads DA Exhibit06.10.13 Page 31 (4) Possibility of future development in the area. (5) Type of development (i.e., flag -lot units, large apartment or condo complex, etc.). (6) Accessibility to existing hydrants (7) Possibility of the existing street having a raised median center divider in the near future. D. On -Site Hydrant Requirements 1. When any portion of a proposed structure exceeds (via vehicular access) the allowable distances from a public hydrant and on -site hydrants are required, the following spacing requirements shall be met: a. Spacing distance between on -site hydrants shall be 300 to 600 feet. (1) Design features shall assist in allowing distance modifications. b. Factors considered when allowing distance modifications. (1) Only sprinklered buildings qualify for the maximum spacing of 600 feet. (2) For non- sprinklered buildings, consideration should be given to fire protection, access doors, outside storage, etc. Distance between hydrants should not exceed 400 feet. 2. Fire flow a. All on -site fire hydrants shall flow a minimum of 1,250 gallons per minute at 20 psi for a duration of two hours. If more than one on- site fire hydrant is required, the on -site fire flow shall be at least 2,500 gallons per minute at 20 psi, flowing from two hydrants simultaneously. On site flow may be greater depending upon the size of the structure and the distance from public hydrants. NOTE: ONE OF THE TWO HYDRANTS TESTED SHALL BE THE FARTHEST FROM THE PUBLIC WATER SOURCE. 3. Distance from structures All on -site hydrants shall be installed a minimum of 25 feet from a structure or protected by a two -hour firewall. Crossroads DA lxhibi1s.06.10. 13 Page 32 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 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 stern and threads, prior to flow test and acceptance of the system. b. No barricades, walls, fences, landscaping, etc., shall be installed or planted within three feet of a fire hydrant. E. Public Hydrant Flow Procedure The minimum acceptable flow from any existine public hydrant shall be 1,000 GPM unless the required fire flow is less. Hydrants used to satisfy fire flow requirements will be determined by the following items: Only hydrants that meet spacing requirements are acceptable for meeting fire flow requirements. 2. In order to meet the required fire flow: Crossroads DA Exhibits 06.10.13 Page 33 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 1,250 GPM. 2. An upgrade of the fire hydrant will not be required if the required fire flow is between the minimum requirement of 750 gallons per minute, up to and including 1,250 gallons per minute, and the existing public water system will provide the required fire flow through an existing wharf fire hydrant. 3. All new required fire hydrant installations shall be approved 6" x 4" x 2 1/2" fire hydrants. 4. When water main improvements are required to meet GPM flow, and the existing water main has single outlet 2 1 /2" fire hydrant(s), then a hydrant(s) upgrade will be required. This upgrade shall apply regardless of flow requirements. 5. The owner - developer shall be responsible for making the necessary arrangements with the local water purveyor for the installation of all public facilities. 6. Approved fire hydrant barricades shall be installed if curbs are not provided (see Figures 1, 2, and 3 following on pages 11 and 12). G. Hydrant Specifications All required public and on -site fire hydrants shall be installed to the following specifications prior to flow test and acceptance of the system. Crossroads DA Ex6ibiis.06.10.13 Page 34 Hydrants shall be: a. Installed so that the center line of the lowest outlet is between 14 and 24 inches above finished grade b. Installed so that the front of the riser is between 12 and 24 inches behind the curb face C. Installed with outlets facing the curb at a 45- degree angle to the curb line if there are double outlet hydrants d. Similar to the type of construction which conforms to current A.W.W.A. Standards e. Provided with three -foot unobstructed clearance on all sides. f. Provided with approved plastic caps g. Painted with two coats of red primer and one coat of traffic signal yellow for public hydrants and one coat of red for on- site hydrants, with the exception of the stems and threads 2. Underground shut -off valves are to be located: a. A minimum distance of 10 feet from the hydrant b. A maximum distance of 25 feet from the hydrant Exception: Location can be less than 10 feet when the water main is already installed and the 10 -foot minimum distance cannot be satisfied. 3. All new water mains, laterals, gate. valves, buries, and riser shall be a minimum of six inches inside diameter. 4. When sidewalks are contiguous with a curb and are five feet wide or less, fire hydrants shall be placed immediately behind the sidewalk. Under no circumstances shall hydrants be more than six feet from a curb line. 5. The owner- developer shall be responsible for making the necessary arrangements with the local water purveyor for the installation of all public facilities. 6. Approved fire hydrant barricades shall be installed if curbs are not provided (see Figures 1, 2, and 3 following on pages 11 and 12). Crossroads DA Exbibi1s.06.10.13 Page 35 Barricade /Clearance Details CONCRETE CAP -.a.— 6 BARRICADE POST CONCRETE FILLED 3' MIN MIN. 4" D[A. SCHEDULE 40 _. STEEL SCE ROTE #1 CONCRETE 4' MIN, 15" Figure 1 [s Figure 2 Crossroads DA Exbibits.06.10.13 Page 36 ,1 36" PLAN FIRE HYDRANT BARRICADES (TYPICAL) Figure 3 Notes: a o 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 fi•om the hydrant 3. Posts, fences, vehicles, growth, trash storage and other materials or things shall not be placed or kept near fire hydrants in a manner that would prevent fire hydrants from being immediately discernable. 4. If hydrant is to be barricaded, no barricade shall be constructed in front of the hydrant outlets (Figure 2, shaded area). 5. The exact location of barricades may be changed by the field inspector during a field inspection. 6. The steel pipe above ground shall be painted a minimum of two field coats of primer. 7. Two finish coats of "traffic signal yellow" shall be used for fire hydrant barricades. 8. Figure 3 shows hydrant hook up during fireground operations. Notice apparatus (hydra- assist - valve) connected to hydrant and the required area. Figure 3 shows the importance of not constructing barricades or other obstructions in front of hydrant outlets. Crossroads DA Exhibits.06. 10.13 Page 37 H. Private fire protection systems for rural commercial and industrial development Where the standards of this regulation cannot be met for industrial and commercial developments in rural areas, alternate. proposals which meet NFPA Standard 1142 may be submitted to the Fire Marshal for review. Such proposals shall also be subject to the following: 1. The structure is beyond 3,000 feet of any existing, adequately - sized water system. a. Structures within 3,000 feet of an existing, adequately -sized water system, but beyond a water purveyor service area, will be reviewed on an individual basis. 2. The structure is in an area designated by the County of Los Angeles' General Plan as rural non - urban. 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. Crossroads DAF hibitsL6.10. 13 Page 39 TABLE I* BUILDING SIZE (First floor area) Fire Flow *(I) (2) Duration Hydrant Spacing 1,000 GPM 2 hrs. Under 3,000 sq. ft. 300 ft. sq. ft. sq. ft. 3,000 to 4,999 sq. ft. 1,250 GPM 2 hrs. 300 ft. sq. ft. 5,000 to 7,999 1,500 GPM 2 hrs. 300 ft. 15,000 to 19,999 sq. ft. 3,000 GPM 3 hrs. 300 ft. sq. ft. sq. ft. 20,000 to 24,999 sq. ft. 3,500 GPM 3 hrs. 300 ft. sq. ft. 25,000 to 29,999 4,000 GPM 4 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: Crossroads DA Exhibits.06.10.13 Page 40 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 sprinldered 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. C,.s.a& DA Exhibits.06.10.13 Page 41 EXHIBIT "E" SMMC ARTICLE 9 (PLANNING AND ZONING) On file with the City Clerk Crossroads DA EAibit06.10.13 Page 42 EXHIBIT "F" [RESERVED FOR BIKE PATH EASEMENT AREA] Crossroads DA Eshibits.06.10.13 Page 43 EXHIBIT "G" [NONE] Crossroads DA Exhibi1s.06.10.13 Page 44 EXHIBIT "H" 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 hours shall only be allowed after the issuance of an after -hours construction permit. Streets and equipment shall be cleaned in accordance with established PW requirements. Crossroads DA Exhibits.06.10.13 Page 45 • Trucks shall only travel on a City approved construction route. Truck queuing /staging shall not be allowed on Santa Monica streets. Limited queueing may occur on the construction site itself. • Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be on -site, with a minimum amount of materials within a work area in the public right -of -way, subject to a current Use of Public Property Permit. • Any requests for work before or after normal construction hours within the public right -of -way shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division. • Off - street parking shall be provided for construction workers. This may include the use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica. 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. Crossroads DA Gxhibits.06.10.13 Page 46 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. Crossroads DA Exhibits 06.10.13 Page 47 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 -sits construction activity including resolution of issues related to PM10 generation. • Sweep streets at the end of the day using SCAQMD Rule 1186 certified street sweepers or roadway washing trucks if visible soil is carried onto adjacent public paved roads (recommend water sweepers with reclaimed water). Crossroads DA Exhibils.06.10.13 Paga 48 EXHIBIT "I" ASSIGNMENT AND ASSUMPTION AGREEMENT Recording Requested By and When Recorded Mail To: HARDING LARMORE KUTCHER & KOZAL, LLP 1250 6th Street, Suite 200 Santa Monica, CA 90401 Attn: Christopher M. Harding ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement ") is made and entered into by and between , a 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 (collectively, the "Project Approvals "). C. Assignor intends to sell, and Assignee intends to purchase, the Project Site. D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Project Site. THEREFORE, the parties agree as follows: 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee hereby accepts such assignment from Assignor. Crossroads DA Exhibi1s.06.10.13 Page 49 2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Project Site, 3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement shall be effective upon its recordation in the Official Records of Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Project Site. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. "ASSIGNOR" "ASSIGNEE" Crossroads DA Exhibils.06.10.13 Page 50 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 Crossroads DA Exhibit06. 10.73 Page 51 Planning Director ATTACHMENT D Public Notification 25 NOTICE OF A PUBLIC HEARING BEFORE THE SANTA MONICA CITY COUNCIL SUBJECT: 12DEV013 (Development Agreement 12 -013) 1731 201h Street APPLICANT: Crossroads School for Arts & Sciences PROPERTY OWNER: Crossroads School for Arts & Sciences A public hearing will be held by the City Council to consider the following request: The property owner is seeking a Development Agreement with the City to construct a new three -story science learning center and temporary modular classrooms at 1731 20th Street. As a part of the Development Agreement, the proposed project would provide certain negotiated community benefits, including but not limited to, use of an existing ten -foot wide easement for a future bike path, an enhanced Transportation Demand Management Plan, photovoltaic panels, and Pico Neighborhood outreach and prioritization for Summer Programs. DATE/TIME: TUESDAY, JUNE 25, 2013, AT 6:45 p.m. LOCATION: City Council Chambers, Second Floor, Santa Monica City Hall 1685 Main Street, Santa Monica, California HOW TO COMMENT The City of Santa Monica encourages public comment. You may comment at the City Council public hearing, or by writing a letter. Written information will be given to the City Council at the meeting. Address your letters to: City Clerk Re: 12DEV013 (1731 201h Street) 1685 Main Street, Room 102 Santa Monica, CA 90401 MORE INFORMATION If you want more information about this project or wish to review the project file, please contact Tony Kim at (310) 458 -8341, or by e -mail at tony.kim @smgov.net. The Zoning Ordinance is available at the Planning Counter during business hours and on the City's web site at www.santa- monica.org. The meeting facility is wheelchair accessible. For disability - related accommodations, please contact (310) 458 -8341 or (310) 458 -8696 TTY at least 72 hours in advance. All written materials are available in alternate format upon request. Santa Monica Big Blue Bus Lines numbered 1, 2, 3, 4, 5, 7, 8, 9, and the Tide Ride serve City Hall. Pursuant to California Government Code Section 65009(b), if this matter is subsequently challenged in Court, the challenge may be limited to only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the City of Santa Monica at, or prior to, the public hearing.. ESPANOL Esto as una noticia de una audiencia pOblica para revisar applicaci6nes proponiendo desarrollo an Santa Monica. Si deseas mas informaci6n, favor de Ilamar a Carmen Gutierrez an la Division de Planificacion al n6mero (310) 458 -8341. AP ROVED AS TO FORM: BRADLEY J. M` NER, AIC Principal Plann r F: \CityPlanning\ Share \COUNCIL \NOTICES\2012 \12DEV013 (1731 20d' St) ATTACHMENT E Project Plans and Renderings Electronic version of attachment is not available for review. Document is available for review at the City Clerk's office and the Libraries. 9J ITEM 7F — 173120th Street DA (12DEV013) Addition Language to DA Section 2.6.2 (b) June 25, 2013 ix. In order to protect the southerly side of School's Science Buildine and perimeter fence or wall from graffiti and vandalism, School shall be allowed to plant pocket vines up to six inches into the Bike Path Easement Agreement area from School's Science Building and the barrier fence or wall. The City's Architectural Review Board shall retain its normal review authority over such landscaping. Addition Language to DA Section 2.6.2(g) (3) School shall achieve an average vehicle ridership ( "AVR ") goal of (a) 1.6 for both a.m. and p.m. peak periods until the second year after opening of the Exposition light rail stations at Olympic Boulevard /26th Street and Colorado Avenue /17th Street and (b) 1.75 for both a.m. and p.m. peak periods by the third year after opening of the light rail stations at Olympic Boulevard /26th Street and Colorado Avenue /17th Street. For purposes of determining AVR, the survey shall be conducted in accordance with SMMC 9.16.070(4)(2)(1) except that notwithstanding Section 9.16.070(d1(4EE1 zero emission automobiles shall be included in the calculation of vehicles arriving at the worksite. The AVR goal applies to employees only. Failure to achieve the performance target herein shall not constitute a Default as defined in this Agreement. Should School not achieve the target AVR in any year, School shall revise its TDM strategies for the upcoming School year subject to the approval of the Planning Director, to achieve the performance target herein while not substantially increasing the cost of the TDM Program. Such revisions to the TDM Plan shall constitute Minor Modifications pursuant to DA Section 2.4.2 and shall not require an amendment to this Agreement. If the City adopts a new or revised ordinance that establishes an AVR goal that is higher than the ARV goals set forth in this Section and which applies to private schools with a comparable number of employees, such higher AVR Roal shall apply to School.