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SR-01-28-2014-7ACity of - City Council Report Sandia Monica' City Council Meeting: January 28, 2014 Agenda Item: A < /A To: Mayor and City Council From: David Martin, Director of Planning and Community Development Subject: Development Agreement 10 -002 for the construction of a mixed -use project consisting of 473 rental housing units, 25 artist work/live units, approximately 374,434 square feet of creative office space, approximately 15,500 square feet of restaurant space, and approximately 13,891 square feet of retail space. Address: 1681 26th Street Applicant: Hines 26th Street LLC Property Owner: Hines 26th Street LLC Recommended Action Staff recommends that the City Council: • Certify the Final Environmental Impact Report prepared for the project in accordance with CEQA; • Adopt a Resolution adopting the Mitigation Monitoring Program and Statement of Overriding Considerations for the project; and • Introduce for first reading an ordinance which approves the proposed new Development Agreement. Executive Summary The applicant, Hines 26th Street LLC, proposes a development agreement for the construction of a mixed -use project totaling 765,095 square feet consisting of 473 rental housing units (approximately 346,744 sf), 25 artist work/live units (approximately 14,527 sf), approximately 374,434 square feet of creative office space, approximately 15,500 square feet of restaurant space, and approximately 13,891 square feet of retail space. The proposed project before the City Council reflects significant changes made to the project design and the development agreement in response to the Planning Commission's recommendations at their September 11, 2013, September 18 2013, October 23, 2013, November 20 2013 and December 4 2013 meetings. This project is one of the most significant land use decisions the City will make in the Bergamot Transit Village District because of the project's location across from the future Expo Olympic /26th Street Station and the scale of the project creating opportunity to influence implementation of the Bergamot Area Plan. The proposed project represents a first step towards fulfilling many of the goals of the LUCE and the vision of the Bergamot Area Plan. It introduces a network of streets and open spaces, both large and small, that are critical in establishing the building blocks for a new neighborhood. The location of the three new streets lay the foundation for building further connections into the remainder of the district, tying the area into the existing fabric of surrounding neighborhoods. The major open space of the proposed project is the 31,000 square foot Bergamot Square that would be programmed as the core of intensive activity in the project and could be a new community gathering space. The intensive activity is balanced by more passive open spaces and a 19,500 square - foot neighborhood park ('The Green "). The balance of creative office, residential, and retail uses support the continuation of the area as a home for the creative sector while introducing 473 new residential units, 93 of which would be deed - restricted at affordable and workforce rents, with the intention of creating a vibrant place where residents and employees can live, work, and play. The proposed project also includes the most aggressive trip reduction measures that were contemplated in the LUCE, including setting trip caps with monetary penalties for non - compliance and initial and ongoing contributions to a Transportation Management Organization (TMO), to ensure that the project not only mitigates its own traffic impacts but also is fully supportive of the long -term citywide goal of no net new PM peak trips by 2030. Finally, the proposed project will serve as a model of sustainability by integrating water and energy - efficient solutions into the site design and building systems with a goal of net zero energy and water use. At its December 4, 2013 meeting, the Planning Commission recommended 4 -3 that the City Council approve the development agreement with the following conditions: 1. Internships should be for Santa Monica residents only 2. At least 2 residential buildings must have their Temporary Certificate of Occupancy (TCO) before the 2nd commercial building can obtain its Temporary Certificate of Occupancy (TCO) or Certificate of Occupancy (CofO) 3. Increase TMO annual contribution from $15,000 to $150,000 4. Reduce early childhood initiatives annual contribution from $200,000 to $150,000 5. Clarify that all parking is required to be subterranean parking 6. Modify EIR mitigation measures regarding construction hours such that hours that the right -of -way may be obstructed for construction are during off -peak hours of 9am to 4pm 7. Modify EIR mitigation measures regarding sustainability to update with new Title 24 code effective in 2014 8. Five percent of the total residential units must be fully accessible for physically disabled persons 9. Add to Exhibit L (conditions for alcohol uses) so that there is no outdoor servicing activity after 10pm 10. Modify EIR mitigation measure MM4.6 -1 to specify methods (such as trenching) for evaluating on -site faulting 11. Provide amenities such as workout rooms and community space for residential units 12. Specify that trees within easements must be flush with the sidewalk 13.ARB shall pay particular attention to: a. Nebraska Avenue and 26th Street elevations and ground floor b. Activation of pebble- shaped building at Olympic /26th corner c. Building 3 to minimize its institutional look and achieve the architectural interest and texture of the other residential buildings 14. City proposal for additional affordable housing from the December 4 2013 development agreement except for the following changes: a. 5% @ Moderate and 5% @ 150% AMI for the residential phase b. Add 1 work/live unit into the affordable mix c. Align affordable unit mix with project mix (45% Studio, 20% 1 -BR, 33% 2- BR, 3% 3 -BR) 15. Extend Bergamot Square public hours to 1 -2am in order to support businesses and activity 16. Recommend that City Council review hours of other open spaces, particularly those that have passageways 17. Reach out to agencies (e.g. Westside Center for Independent Living) to fill accessible units 18. Market residential units to office workers in area 19. Developer must contract with professional with expertise in providing information and referrals to services for residents of Extremely Low Income units 20.AVR target of 2.0 at two years after Certificate of Occupancy for first Creative Office building 21. Net Zero Energy requirement shall provide: a. Better definition of "feasible" in the Planning Director's determination as to whether developer has taken all feasible steps to achieve goal of Net Zero Energy Use in project b. Add criteria for evaluating the energy modeling study 22.$2 Million open space contribution directed towards acquisition of open space within 1 -mile radius of project site with priority for Bergamot area but excluding the Buffer Park The applicant agreed to incorporate most of the Planning Commission's recommendations with the exception of directing open space funds away from the Buffer Park and reducing the early childhood initiatives annual contribution to $150,000 per year. Modified proposals were made towards increasing funding for the transportation demand management organization, providing additional affordable housing, and providing resident amenities such as residents lounges and surf storage to complement existing features such as fitness rooms and outdoor pools. Since the Planning Commission's action, staff and the applicant have come to agreement on all terms of the development agreement. This report is being released several days ahead of the normal agenda packet schedule at the request of officials and community members who have stated that they require additional time to review the report and proposed Development Agreement. To accommodate their request for additional time, staff is taking the unusual step of releasing the report in incomplete form without inclusion of the value enhancement K3 analyses, financial feasibility analyses, and environmental analyses. They are not yet complete because the City's economic consultant needs the usual amount of time to finish his work. Staff anticipates releasing the fiscal and environmental sections of this report as a supplement, one week prior to the January 28, 2014 Council hearing, in keeping with the standard agenda packet schedule. The recommendations made in this report are based on assumptions that rest on information the consultant has provided in advance of finalizing his work. The supplemental release will complete the report and will reflect any alteration of staffs assumptions or recommendations arising from the consultants final work product. Background The applicant submitted an application on May 20, 2010 for a project with a total size of 957,521 square feet consisting of 344 residential units, 566,573 square feet of creative office space, and 83,712 square feet of retail space. The project had float -up discussions with the City Council on March 22 2011 and August 23, 2011. The float -up discussions resulted in a reduction in the overall size of the project to 766,000 square feet and a change in the location and mix of uses across the project site. At the conclusion of the August 23 2011 City Council float -up, Council gave direction on certain project design issues to be addressed as the project moved forward. These issues were based on the principles for creating a transit village that were endorsed by the City Council at the time, while the Bergamot Area Plan process was commencing. Since that time, the Bergamot Area Plan has been adopted and a section of this report discusses the project's consistency with the policies, development standards, and design guidelines of the Bergamot Area Plan. After the release of the Project's Draft Environmental Impact Report in January 2012, the applicant changed the project to replace 137,000 square feet of commercial uses with residential uses resulting in the project that was presented to the Planning Commission for consideration. Planning Commission Action The Planning Commission held five public hearings on the project and made recommendations that resulted in significant changes to the project design and the development agreement. At the September 11 2013 Planning Commission hearing, staff had significant concerns regarding the project design in terms of the open space concepts and the project's compliance with the Bergamot Area Plan mandatory and 4 flexible development standards. Further, staff and the applicant did not have agreement on critical issues in the development agreement including the amount, type, and mix of affordable housing, the terms and applicability of the parking cashout/transportation allowance program, sustainability measures related to water and energy use, and the amount of financial security to be posted for the new streets proposed in the project. Over the course of several hearings the Planning Commission provided comments on the project design and the development agreement that resulted in the applicant making substantial changes to the project design, including a clearer idea for the open space concept and redistribution of building mass. Staff and the applicant were also able to come to agreement on all terms of the development agreement with the exception of the additional affordable housing units. At its December 4 2.013 meeting, the Planning Commission recommended 4 -3 that the City Council approve the development agreement with the conditions outlined above in the Executive Summary. Discussion Project Description Since the City Council float -up discussions, the proposed project has changed substantially in terms of land use mix, circulation, and open space. The building footprints are different with additional ground floor open space and a reconfiguration of Eastern Street. The following figures demonstrate the conceptual site plans that have been discussed at each stage of the process. Figure 1: Conceptual Site Plan (Planning Commission Float -Up) — January 27, 2010 New green connecting streets and pedestrian paths �Il u' 111111 ,�I�IIi' lily I1U JII '.i �Illi!!IU '�,��IIIII�III' Ii,� Jllii ill�ll i 1111 il'rll Public Plaza Blocksize comparable to k =1 existing citvaiid Creative Arts - Space 0 j Neighborhood - serving uses 5 space on residential side? Affordable, Workforce, and Market Rate Residential N Figure 2: Conceptual Site Plan (City Council Float -Up #1) — March 22, 2011 i 'rC[trn � i A IN Figure 3: Conceptual Site Plan (City Council Float -Up #2) — August 23, 2011 N Figure 4: Site Plan as Initially Proposed to Planning Commission — September 11, 2013 Creative Office Creative Office Residential Residential Residential SITE 1 SITE 2 SITE 3 SITE 4 SITE 5 i y � y Blvd Olympic .. A N RE Figure 5: Conceptual Site Plan As Currently Proposed. ` cNEnllve OY110E x HES HMIAL , tom. 4 �p 0"'4 * ?oo 'Q� o A 4 ' J> 0 0 0" M '11., -.1) 0 o 0 'T" "A m- 0 Nebrasha Aue SITE t�, SITE SITE 3� SITE SITES N I � x -V �x �N OlgmPtr Blve N The project consists of five Sites and associated buildings across two "phases" — the Creative Office Phase consisting of Sites 1 and 2 on the western portion of the property and the Residential Phase consisting of Sites 3, 4, and 5 on the eastern portion of the property. Three new streets create the five Sites: the extension of Nebraska Avenue between Stewart and 26th Streets, Western Street ( "A Street" in the Bergamot Area Plan) that is designated a suggested Flexible Street in the Bergamot Area Plan, and Eastern Street ( "B Street" in the Bergamot Area Plan) that is designated a suggested Shared Street in the Bergamot Area Plan. Building height ranges between 85'6" at the western portion of the project to 60' at the eastern portion of the project. Table 1 provides the breakdown of the project floor area by building type. The project is approximately 45 %. residential and 55% non - residential within 765,095 square feet. Table 1: Land Use Mix by Building Building 1 Building 2 Building 3 Building 4 Building 5 Total % 232,730 141,714 374,434 49% 17,262 8,424 3,705 29,391 4% 92,271 105,633 146,899 346,744 45% Artist Work /Live 135 units 146 units 192 units 1,050 8,558 4,919 14,527 2% Total 249,982 2 units 15 units 8 units 138,236 765,095 Creative Office Restaurant /Retail Residential Artist Work /Live Total 249,982 150,137 112,444 105,633 138,236 765,095 7 Table 2: Floor Area Ratio based on Gross and Net Site Area Project SF 765,095 Site Area Gross 310,504 Proposed Street and Sidewalk Easements (87,268) Site Area Net 223,236 FAR Gross 2.5 FAR Net 3.4 In addition to the two acres of ground floor open space in the project, the project also includes approximately two acres of streets and sidewalks provided across three new streets including the extension of Nebraska Avenue between Stewart Street and 26th Street and two new north -south streets and associated intersection and signal improvements on Olympic Boulevard. Two smaller sidewalk easements at the 26th Street and Olympic Boulevard will also facilitate the completion of sidewalks on both streets. Table 3: Size of Street and Sidewalk Easements StreettSidewalk Easement Size s Nebraska Extension 46,578 Olympic Sidewalk 10,070 Western Street 16,798 Eastern Street 11,689 26 In Street 2,133 Total 87,268 Table 4: Proiect's Open Space and Streets /Sidewalks Type Size s Bergamot Square 31,675 Village Mews 16,500 The Green 19,500 Garden Passage 12,604 Stewart Crossing 6,000 Open Space Subtotal 86,279 2.0 acres Streets & Sidewalks 87,268 Total SF 173,547 Total Acres 4.0 acres Building 1 is nearest to the corner of Olympic Boulevard and 26th Street and immediately across from the future Expo light rail station. It is a 6 -story creative office building that is designed in two pieces, a rectangular building and a circular building, connected with a 3 -story bridging element. Ground floor retail and restaurant space M would face onto the 31,000 square -foot Bergamot Square. Building 1 includes access to the subterranean garage. Building 1 includes placement of upper level and rooftop private open space, creating a visual relationship between the building and the plaza below. The north Nebraska Avenue and 26`h Street elevations include shifts in building form providing greater architectural interest than prior iterations of the design. The building face on 26`h Street has been pulled back at an angle opening up the space between the main and circular portions of the building. A ten -foot difference in building height between the eastern and western portions of the building provides skyline variation through modulation of the building instead of relying on parapets. The south face of Building 1 also includes an eight -foot building setback to differentiate between the eastern and western portions of the main building. Figure 6: Renderings of Building 1 Building 2 is located immediately east of the new Western Street and west of the Village Mews. It is a 6 -story creative office building that is designed to appear as two separate buildings separated by a thirty -foot wide open air passageway. The ground floor consists of restaurant, retail, and office. Photovoltaic panels are proposed on the 0 Building 2 rooftop and the applicant will place additional panels on other buildings in order to meet the Bergamot Area Plan's renewable energy requirements. Building form follows the shape of Western Street, the passageway, and the Village Mews with modulation created by exposing the floor plate of each story as an exterior expression of the interior loft spaces. Outdoor spaces are introduced at varying levels including offices that open up onto the pedestrian pathway. The top floor is setback approximately 15 feet from the building edge to reduce the perceived mass of the building from the ground level. The termination and adjacency of the passageway into the Village Mews provides an opportunity for light to filter through Building 2 to the ground floor open space. The introduction of consolidated private open spaces and flexible interior spaces allow the building to create the kinds of creative work places envisioned in the Bergamot Area Plan. Figure 7: Renderings of Building 2 10 Building 3 is immediately west of the new Eastern Street and east of the Village Mews. It is a 7 -story residential building with 135 units and 2 artist work/live units that has seen dramatic transformations in shape through the course of the project's design, driven in part by the consolidation of open space to create the Village Mews and the re- alignment of Eastern Street. The Village Mews are intended to be a more subdued retreat from Bergamot Square while serving as a linear park along the creative office edge with a bump -out centered around a water feature with a tree canopy and seating opportunities. The variation in roofline and expressed floor plates allow the buildings to be viewed as four distinct building masses. The revised design of Building 3 includes a significant reduction in floor area at the upper levels resulting in a building that more closely conforms to the building modulation standards of the Bergamot Area Plan. Figure 8: Renderings of Building 3 Building 4 is immediately east of the new Eastern Street. It is a primarily 6 -story residential building, with the exception of a penthouse level that adds a seventh story, and is designed in two rectangular pieces with a 6 -story bridging element. The building consists of 146 rental units and 15 artist work/live units. Building 4 includes access to 11 the subterranean garage from the Nebraska Extension and borders on The Green, a 19,500 sf public green space proposed in the project. Figure 9: Renderings of Building 4 Building 5 is on the narrowest portion of the project site and is located nearest to the corner of Olympic Boulevard and Stewart Street. It is a 5- to 7 -story residential /retail building consisting of 192 rental units and 8 artist work/live units. In response to earlier comments, Building 5 is divided by a 30' -wide passageway between two sections of the building, breaking up the more than 300' -long mass. The passageway further provides new opportunities for public art. Building 5 includes access to the subterranean garage from Olympic Boulevard. The eastern area of Building 5 is identified as a focal point as well as a retail node in the Bergamot Area Plan and therefore, Stewart Crossing is a more substantial ground floor open space framed by a colonnade of palm trees and complemented by ground floor retail with outdoor seating that wraps the building from Olympic to Nebraska. Relocation of the restaurant space from the western end of the building due to back -of -house needs and site permeability was discussed with the 12 applicant. The open space concepts address some of the permeability issues while restaurant servicing needs require additional consideration as the project moves forward in the design development process. While the changes to Building 5 are noteworthy, the access to natural light and air for ground floor units facing the interior courtyard should continue to be a focus of the ARB's review. Figure 10: Renderings of Building 5 The project would include approximately 1,927 parking spaces in a three -level subterranean garage of which 401 are tandem spaces with on -site parking valet. Comparatively, the parking standards of the Bergamot Area Plan at Plan adoption would require at least 1,547 spaces and allow no more than 2,561 spaces as shown in Table 5. 13 Table 5: Bergamot Area Plan Parking Requirements at Plan Adoption Unit Tye IN umber I Parking Ratio I# Spaces I Reserved Max IShared Min MARKET RATE Studio 170 1.5 255 170 85 1611 75 1.5 112.5 75 37.5 2811 125 1.5 187.5 125 62.5 3811 10 1.5 15 10 5 Market Subtotal I 570r 3801 190 AFFORDABLE Studio 41 1.5 61.5 41 20.5 OR 18 1.5 27 18 9 2811 31 1.5 47 31 16 3811 3 1.5 5 3 2 Affordable Subtotal 141 93 48 COMMERCIAL Retail 29,391 2/1000 591 301 29 Office 1 374,434 2/1000 1 7481 3741 374 Work /Live 1 14,527 1 2/1000 1 291 14.51 14.5 Commercial Subtotal 1 836 419 418 TOTAL PARKING REQ'D 1 15471 8921 656 Space for long -term bicycle parking and storage for employees and residents is provided in the garage in accordance with the ratios of the Bergamot Area Plan (1 per residential units; 1 /900sf for office). As required, short -term bicycle parking would be placed in convenient locations at building entrances and near storefronts throughout the project site. Showers and lockers have also been located on the P1 level and are in accordance with the Bergamot Area Plan standards of 1 unisex shower per 40,000 sf with an additional shower for each additional 20,000 sf. Lockers would be provided at a ratio of 75% of long -term bicycle parking spaces. Project Design and Consistency with Bergamot Area Plan The Bergamot Area Plan was approved by the City Council on September 10 2013. The Plan is based on a set of guiding principles that speak to achieving a sustainable community that retains the existing creative arts economic base, promotes a healthy mix of uses, creates diversity in types of housing and work space, manages congestion, creates interesting places and innovative architecture, and implements a network of open spaces. These broad principles guide the range of policies that would apply to the project including urban form, open space, and streets; circulation and land use and associated development standards, and design guidelines for new construction. The 14 consistency of the project with the Plan is analyzed in three parts: the project's compliance with relevant policies, development standards, and design guidelines. Policy Consistency Urban Form The project was reviewed for consistency with the policies of the Bergamot Area Plan particularly with respect to urban form, circulation, and open space. In the hierarchy of streets that are envisioned in the Plan, one of the key pedestrian and vehicular spines is Nebraska Avenue as identified in Policies UF1.1 and UF1.2, which is being extended from Stewart to 26th Street as part of the proposed project. The Nebraska Avenue street level of the project includes ground floor artist work/live spaces, some rental housing units, and creative office. In earlier iterations of the project, the ground floor included significantly more retail space, however, the Plan's exploration of the area's ability to support retail resulted in Policies UF1.5 and 4.1, which speak to focusing retail at key nodes along the Pedestrian Priority Corridor. One of these nodes is represented by Stewart Crossing, located at the eastern end of the project site and the transition point between the Bergamot Transit Village and Mixed Use Creative Districts. Figure 11: Rendering of Stewart Crossing on Site 5 15 Open Space Many of the open space polices in the Plan (OS1.1 through 1.3) call for creating a variety of open spaces, which the project does propose. In addition, Policy OS1.2 requires new private development to provide public open space at each project to the maximum extent feasible. The project proposes approximately 2 acres of open space and addresses the Plan's goals for the creation of open space in the area through the provision of privately -owned public open space that includes the 31,000 square -foot Bergamot Square, a 19,500 square -foot neighborhood park (The Green) on Site 4, and the 6,000 square -foot Stewart Crossing on the eastern portion of the property. Two pedestrian passageways (Village Mews and Garden Passage) would serve as more passive open space. Figure 12: Rendering of Bergamot Square (left) and Village Mews (right) Figure 13: Renderings of The Green on Site 4 16 The project is also making a $2,000,000 contribution for either the construction of the Buffer Park on Exposition Boulevard, which will be a new 2.35 -acre public park, or for open space improvements within a one -mile radius of the project site. Since the Plan also views streets as potential open spaces that include generous sidewalks, furnishings, street trees, and landscaping, (OS2.2) the project will construct a new 15' -wide sidewalk on Olympic, where there is currently no sidewalk, 12' -wide sidewalks on 26th Street (where there is currently a very narrow sidewalk), replace the Stewart Street sidewalks, and construct the Nebraska Avenue Extension, Western Street, and Eastern Street. Streets would be designed in accordance with standards established in the Area Plan with landscaping and trees approved by the City's Tree Selection Committee (SN2.3). Figure 7.01 of the Area Plan identifies the Nebraska Avenue Extension as a Shared Street except on Site 1, where it is identified as a Complete Street. Western Street (Street "A" in the Area Plan) is identified as a Flexible Street and Eastern Street (Street "B" in the Area Plan) is identified as a Shared Street. Figure 14 shows the minimum dimensions of each street as established in the Area Plan. Staff has had discussions with the applicant about the viability of trees on top of the parking garage, particularly the street trees along Nebraska Avenue, Western Street, and Eastern Street. Along Nebraska Avenue, the applicant has indicated that there is room to depress into the garage essentially creating a trench along Nebraska Avenue that would allow room for tree roots to spread laterally. For Western and Eastern Streets, there is a condition of approval that any street trees within those easements be flush with the sidewalk. Throughout the remainder of the project's open space, the concept design relies on semi - subterranean planters and berming up to the tree trunk with various material treatments at the base to provide seating opportunities and to integrate the landscaping into the surrounding open space. Such design considerations and how trees will be incorporated into the project design, above and below - ground, will be further explored in design development as noted in the conditions of approval in Exhibit D of the development agreement. 17 Figure 14: Minimum Dimensions of new Western, Eastern, and Nebraska Extension Shared St (Eastern Street; between West i f 16 ougA Iced n bnMhlwla 1.11xed Flo-a 3 16uugM1 za,e a xsP zme r+rl ul� 20 2)' 13 foAmlrian / W61otwL N&A'14' fw.alm flealm 6e' I'Iruk 1'1vnF Sint/ Sirip' 50' Right of -Way 18 Flexible Street (Western Street) 111111'5'. % min 16'. 20' L5 Train 5'roln 'S -- g Pedesuia, Pedenaal✓ Shared Travel Pedenrianl Pedalos, Realm Flex Way oh1c.1m Flex Redm � (ro-mlNlnya, (WrnlJdngl. �Vehkub. �afl S.0, al i? Dino. TlUrrg twain ,U, dw& kq..&o Rubng. Lording Cl() Flt) 8'- 22' 16' - 20' 8' - 22' Publi< Open Spam Su'eea PAIk Open Spasm 50' Right of -Way 18 Flexible Street (Western Street) b ? pl m.Na.. /dkMflmv pvkI. "I'& 1N.", ia u n. �fu101{MO9 Pulb�out ^�. c Ane lum zd ieR.'. 1 C n, <v,b efleeim "� (Ne asha between St 50 -� end Wbetween et) and Western Street) FION apYy Circulation and Mobility The project is consistent with circulation and mobility policies (CM1.5 and 2.3) that speak to improving bicycle and pedestrian safety and the creation of a "park -once' district and supporting the use of zero - emission vehicles. The project proposes generous sidewalks and would construct two new signals on Olympic Boulevard, one of which is directly aligned with the eastern entrance of the future Expo Station allowing for transit passengers to safely cross Olympic Boulevard. The signal would also provide access to a potential future extension of Western Street to Pennsylvania Avenue, as shown in the Bergamot Area Plan. The construction of new sidewalks on the project's perimeter where none or deficient sidewalks currently exist will be a boon to pedestrian safety and area walkability. The project also supports the goals of no net new PM Peak vehicle trips (CM2.2 and 4.1) with the requirement to implement an aggressive TDM program with measures that include financial incentives for project employees and residents to choose commute modes other than driving alone, trip generation limits with financial penalties for non- compliance, and annual contributions to a Bergamot area TMO in order to affect area- 19 wide trips. The parking pricing provisions in the development agreement are also consistent with the Plan's approach to parking pricing, which calls for preferred pricing for employees who are TMO members but not for commuters who are non -TMO members as a tool for managing congestion (CM15.5 and CM16.9). Land Use In terms of land use mix, the project is approximately 45% residential and 55% non- residential, which is consistent with Bergamot Area Plan Policy LU1.3 that strives to achieve those land use targets.. The 60% commercial /40% residential target established in the LUCE for the Bergamot Transit Village district was a district -wide goal and not intended to be applied on a project -level basis. The Bergamot Area Plan carries forward those same goals. The project's proposed mix of uses meets the overall intent of this goal by establishing a balance that provides the opportunity for residents and employees to live and work on the same property while also providing employees living outside of Santa Monica alternative commute options due to the project's transit - convenient location. The 60% nonresidential to 40% residential land use target established in the LUCE was founded on the need to balance economic sustainability with demand for housing near transit and jobs. The land use strategy in the LUCE was to focus new residential development on the commercial boulevards and re -focus nonresidential development potential from the boulevards to the Bergamot Area and Downtown. A recent USC study looked at the before - and -after impacts of the new light rail transit service using Phase 1 of the Expo Light Rail Line and concluded that the Expo Light Rail Line reduced vehicle miles travelled (VMT) among households living with one -half mile of the Expo Line Stations. Additionally, studies have also indicated that workers have a greater propensity than residents to take transit in areas closest to transit2. Consequently, the creative office use on the project site is located in an ideal location to . increase the probability for transit use (i.e. within '/ mile). Further trip reduction is more 1 http://priceschool.usc . edujexpo-line - study/. 2 http:// www .ppic.orq /content/pubs /report/R 211JKR.pdf 20 effective for non - residential uses due to predictability in commute behavior, ability to affect commute trips, and ability to offer financial incentives. The Bergamot Area Plan builds upon the strategy adopted in the LUCE and presents a similarly balanced approach to address the competing priorities of additional housing, economic sustainability, and trip reduction. The Area Plan recognizes that the vitality of the creative industry is a critical piece of Santa Monica's healthy and diverse economy. Maintaining the ability for businesses to start -up, grow, and evolve within Santa Monica is an important competitive advantage to avoid creative businesses relocating to West Los Angeles, Playa Vista, and other areas that compete for these companies. In fact, the Plan acknowledges that the major economic challenge is limited opportunity for existing businesses to expand or for new businesses to start up due to extremely limited availability of office space. The Area Plan similarly recognizes the current jobs /housing imbalance and the need to enable housing where it was previously not allowed. The Area Plan includes Policy E4.8 to, "Strive to achieve a target of 30% of new housing that is affordable to households earning between 30% and 180% of area median income." The construction of housing at rents affordable to Bergamot workers' incomes would provide opportunities for these employees to work and live in the same area. The co- location of housing, neighborhood - serving retail and personal services, and employment is necessary to reduce the number of daily vehicle trips. The balanced strategy adopted in the Bergamot Area Plan acknowledges the need to give equal consideration to the economic and housing needs of the City with the overarching goal being trip reduction. The project provides 473 housing units with 20% of the units deed - restricted at rents between 30% and 180% AM[, consistent with Policy E4.4 of the Area Plan. In addition, the project includes 25 artist work/live units that could be used as small incubator space for creative arts uses with the potential for such uses to eventually seek flexible creative office space proposed elsewhere in the project. The project supports trip reduction through the provision of housing units affordable to Bergamot workers and by spearheading the trip reduction strategies adopted in the Bergamot Area Plan through 21 both a TDM Plan and contributions to transportation improvements and programs that are difficult to fund, such as the TMO and bikeshare. As a result, staff does not recommend that the land use mix of the project shift away from the policy direction adopted in the LUCE and Bergamot Area Plan. Similar to Policy E4.8, Policy LU1.4 calls for striving for a Plan area -wide target of 30% of new housing affordable to households earning between 30% and 180% of AMI. Additionally, LU6.2 requires accommodating a range of housing units and types affordable to employees in the Plan area. The project includes 20% of the residential units (i.e. 93 units) deed - restricted for households ranging between 30% and 180% of AMI, based on the approach that the deed - restricted units should correspond to wage of Bergamot area workers. Therefore, the project is consistent with both policies. Development Standards Staff reviewed the revised design in the context of the Bergamot Area Plan's development standards and design guidelines. As shown in Table 3, the project's building height continues to comply with the maximum height standards established in the Bergamot Area Plan. While the maximum building height of Tier 3 projects is 75', the Bergamot Area Plan B.2 Height Limits allows additional height: • to 81 feet if there is a corresponding percentage decrease in the floor area for the portion of the building between 75 and 81 feet, and • to 86 feet if the ground floor -to -floor height is increased from 13.5 feet up to 18.5 feet As shown in Table 6, both Buildings 1 and 2 have ground floor -to -floor heights of 18 and 20 feet, respectively, and are therefore eligible for building height up to 86 feet. Buildings 3, 4, and 5, include ground floor artist work/live spaces with ground floor -to- floor heights of 20 feet, including a mezzanine; however, the work/live units do not make up a majority of the ground floor units. The majority of the remaining ground floor units are two -story but without mezzanines, ground floor heights are 10 feet and therefore, Buildings 3, 4, and 5 may only request a maximum building height of 81 feet. 22 Table 6: Comparison of Proposed Building Height to Bergamot Area Plan Height Limits A condition for building height requests up to 81 feet is that there be a corresponding percentage decrease in the floor area for the portion of the building between 75 and 81 feet. This condition for additional building height is based upon the Bergamot Transit Village development parameters in the LUCE, which were intended to result in buildings with less floor area at the upper levels as a trade -off for increases in building height. Table 7 shows the required reduction in floor area for the project. Table 7: Percentage Decrease in Floor Area for Project No. Levels Actual I Height Ground floor- to -floor height Applicable Maximum Height Standard Building 1 6 84' 18' 86' Buildin 2 85'6" 20' 86' Buildin 3 7 i66 81' 10' 81' Buildin 4 -7 70' -80' 10' 81' Buildin 5 5 -7 60' -80' 10' 81' A condition for building height requests up to 81 feet is that there be a corresponding percentage decrease in the floor area for the portion of the building between 75 and 81 feet. This condition for additional building height is based upon the Bergamot Transit Village development parameters in the LUCE, which were intended to result in buildings with less floor area at the upper levels as a trade -off for increases in building height. Table 7 shows the required reduction in floor area for the project. Table 7: Percentage Decrease in Floor Area for Project However, this requirement is effectively addressed in the Bergamot Area Plan's reduction in maximum allowable FAR and a building modulation standard that indicates the top floor shall not exceed 50% of the largest floor plate in the building and that the floor below the top floor (i.e. top floor minus 1) shall not exceed 90% of the large floor plate in the building. Further, the maximum floor plate shall not exceed 35,000 square feet. Pursuant to Standard B.11 of the Area Plan, the applicant has requested to employ flexible standards based on the required Bergamot Area Plan findings, which may also allow flexibility on the modulation requirements incumbent in the building height condition. In addition to the mandatory height and FAR standards, key development standards established by the Bergamot Area Plan include the relative size of upper levels in relation to the largest floor plate of each building. Table 8 1.491 Proposed Height Percentage Decrease Re 'd Largest Floor late Minimum Floor Area Reduction s Building 1 84' 8% 48,335 3,867 Building 2 866" 8% 28,140 2,251 Building 3 81' 8% 17,545 1,404 Building 4 80' 7% 19,490 1,364 Building 5 80' 7% 28,971 2,028 However, this requirement is effectively addressed in the Bergamot Area Plan's reduction in maximum allowable FAR and a building modulation standard that indicates the top floor shall not exceed 50% of the largest floor plate in the building and that the floor below the top floor (i.e. top floor minus 1) shall not exceed 90% of the large floor plate in the building. Further, the maximum floor plate shall not exceed 35,000 square feet. Pursuant to Standard B.11 of the Area Plan, the applicant has requested to employ flexible standards based on the required Bergamot Area Plan findings, which may also allow flexibility on the modulation requirements incumbent in the building height condition. In addition to the mandatory height and FAR standards, key development standards established by the Bergamot Area Plan include the relative size of upper levels in relation to the largest floor plate of each building. Table 8 1.491 demonstrates the analysis of the revised design against the building modulation standard. Table 8: Analysis of Revised Design's Building Modulation (largest floor plate hiahliahted in boxes) The building modulation standard requires a reduction in floor area at the top floor of a building, which is the same condition that must be met in order to grant building height up to 81 feet. This means that the applicant could request flexibility in the building modulation standards, pursuant to Standard B.11 of the Bergamot Area Plan, but cannot be granted flexibility for the top floor beyond 92% of the largest floor plate for Buildings 1, 2, and 3, and 93% of the largest floor plate for Buildings 4 and 5. Table 9 demonstrates the project meeting the condition to request building height up to 81' because the proposed top floor reduction from the largest floor plate due to building modulation does not exceed 92% for Buildings 1, 2, and 3 or 93% for Buildings 4 and 5. Table 9: Required Percentage Reduction in Top Floor Area due to Building Modulation and Building Height Standards Building 11 Building Building Building Building Top Floor Building from Largest Floor Plate due Level 45,431 26,241 17,298 17,103 20,588 Modulation 8% Level 1.5 -- -- 16,194 18,719 16,488 Standard 8% Level 47,618 26,510 17,491 19,490 28,570 74% 7% Level 48,335 28,140 17,432 19,429 28,806 Level 47,938 27,283 17,545 19,345 28,971 Level 47,305 29,553 1 17,447 18,423 1 28,641 Level 29,352 20,475 1 17,416 11,127 .59,615 Level? -- -- 1 7,842 3,100 7,413 %ofLargest Top Floor Minus 1 '' 98% 105% 99% 57% 33% 90% Floor Plate Top Floor 61% 73% 45% 16% 26% 1 50% The building modulation standard requires a reduction in floor area at the top floor of a building, which is the same condition that must be met in order to grant building height up to 81 feet. This means that the applicant could request flexibility in the building modulation standards, pursuant to Standard B.11 of the Bergamot Area Plan, but cannot be granted flexibility for the top floor beyond 92% of the largest floor plate for Buildings 1, 2, and 3, and 93% of the largest floor plate for Buildings 4 and 5. Table 9 demonstrates the project meeting the condition to request building height up to 81' because the proposed top floor reduction from the largest floor plate due to building modulation does not exceed 92% for Buildings 1, 2, and 3 or 93% for Buildings 4 and 5. Table 9: Required Percentage Reduction in Top Floor Area due to Building Modulation and Building Height Standards 24 Largest Proposed Top Floor Reduction Required Top Floor Reduction Floor Plate from Largest Floor Plate due to from Largest Floor Plate due Building Modulation to Building Height Building 1 48,335 39% 8% Building 2 28,140 27% 8% Building 3 17,545 55% 8% Building 4 19,490 84% 7% Building 5 28,971 74% 7% 24 As indicated in the findings below, the strict conformance with the building modulation and maximum floor plate development standards could prevent physical innovation in the building design. While Buildings 4 and 5 comply with the building modulation standard and Building 3 is close to meeting the standard, Buildings 1 and 2 exceed the maximum allowable top floor area. Building 1 also exceeds the maximum building footprint threshold of 35,000 sf. However, Buildings 1 and 2 arguably provide the greatest amount of visual interest and physical innovation in building design in the project and the shape and size of Building 3 is a result of its integration with the adjacent open spaces, therefore, flexibility from the development standards should be considered. Furthermore, as discussed in the findings, if the project is viewed as a whole, it does comply overall with the intent of the building modulation design guidelines. Design Guidelines The Bergamot Area Plan established required design objectives and design guidelines to evaluate flexibility from the development standards. These are used as the basis for evaluating the project's use of the flexible standards. Objective 9. Overall project design, massing, and use should be oriented towards a network of public and private rights -of -way, sidewalks, and open spaces. The open space concepts and building design in response to the network of open spaces in the project meets this objective. The project includes a variety of pedestrian pathways, streets, and open spaces at different sizes and purpose with adjacency to existing rights -of -way or future easements for public access. While the new streets are key connections in the district and are the building blocks for creating a walkable, human -scale environment; the open spaces create destinations and gathering places that tie the streets together. The inclusion of upper level open spaces and roof decks allows the open space to be experienced at different levels in the project. Building form has been influenced by the streets and open spaces and responds appropriately to the level of activity and purpose of each open space. 25 Objective 2. The ground floor design of projects should attract pedestrian interest and use. The proposed project includes ground floor storefronts, lobbies, entrances, courtyards, and plazas to activate adjacent streets, sidewalk, and pathways. Objective 3. The project design would include new connections through and around the site. Objective 4. The project design should integrate open space and landscaping along sidewalks, public streets, and pathways. The proposed project includes three new surface easements and two pedestrian passageways that serve to divide the parcel into five development sites that are similar in size to the existing city block street grid. Adjacent to these new connections are at- grade courtyards, parks, and plazas that create potential for outdoor gathering and activities visible from the right -of -way. Objective 5. The project design should provide building plane modulation. Objective 6. The project design should exhibit distinct building height modulation. The proposed buildings provide building modulation in a variety of ways including building separation as demonstrated in Buildings 2, 4 and 5, building shape and texture as demonstrated in Building 3, and stepbacks as demonstrated in all buildings in the project. The use of surface treatments and perceptible changes in building roofline instead of glass parapets combined with the introduction of sculpted buildings allow the project to achieve these objectives. Objective 7. Projects adjacent to existing residential land uses at the boundary of the Plan area should provide built -form and landscape transitions. (Not applicable because the project is not adjacent to an existing residential neighborhood) Objective 8. The project design should integrate with and foster the logical evolution of the industrial character of the Bergamot Plan area. Objective 9. Projects with contemporary approaches and innovative architectural design are encouraged and should remain consistent along all building elevations. Objectives 8 and 9 speak to new development being a natural evolution of the industrial character of the Bergamot Plan area and the encouragement of innovative architectural U-1 design. The character of the Bergamot area is defined by ad hoc spaces that have formed over time and exist at varying scales. Existing open spaces have generally been the result of residual spaces that punctuate the surrounding industrial environment. The industrial history of the area is conveyed through the prevalent adaptive re -use of former warehouses into new office spaces. The challenge for the project is to fit into the existing fabric and create a sense of authenticity even though new buildings and open spaces are to be constructed. The project design's strongest characteristic is the articulation of an open space concept that provides the opportunity for spontaneous spaces that are the hallmark of the Bergamot area. The applicant has introduced industrial materials and shapes into the project design, such as the sawtooth roof on Building 2, and into the landscaping elements. Conceptually, the design is successful in addressing Objectives 8 and 9 although further design development is needed in terms of building materials and form to fully realize physical innovation in the building design. In accordance with condition of approval 21, this design development would occur when the project is reviewed by the ARB for full compliance with these design objectives in relation to the flexible standards. Objective 10. The project design should minimize the presence of parking and the interactions between vehicles and pedestrian /bicycle activity. The loading and service areas are primarily located on the Nebraska Avenue extension with two garage entrances and two loading /service areas. The project evaluation has considered the location of loading areas within the residential buildings to ensure accommodation of moving vans and loading for residents. This issue was specifically reviewed because it has become a prevalent issue in the Downtown where insufficient loading areas have impacted adjacent streets and alleys. The conflict points between pedestrians and garage access and curb cuts have been minimized to the greatest extent possible given the physical constraints of the site and the dimensions necessary for access to the subterranean garage. PIN Findings Required for Use of Bergamot Area Plan Flexible Standards Overall, the revised design achieves the design objectives of the Bergamot Area Plan. Further, use of the flexible standards of the Plan are supported by staff based on the following findings required by 8.11 of the Bergamot Area Plan: a. That meeting all development standards will prevent physical innovation in mixed - use development and /or building design. If the project were to meet all development standards, particularly those for building modulation and maximum floor plate, the physical innovation in building design displayed in Buildings 1, 2, and 3 could be prevented. With the exception of the top floor, every floor of Building 1 exceeds the maximum floor plate by approximately 10,000 to 13,000 square feet. Building 1's top floor and second highest floor exceed the maximum allowable floor area by 5,185 sf and 3,804 sf, respectively. Building 2's top floor and second highest floor exceed the maximum allowable floor area by 6,405 sf and 4,227 sf, respectively. Building 3's second highest floor only marginally exceeds the maximum allowable floor area by 1,626 sf. In order for Building 1 to meet the maximum floor plate and modulation standards, the bridging element would need to be removed resulting in separate buildings that would reduce energy efficiency and preclude the applicant from meeting the development agreement energy performance targets. Building 1 is essentially two buildings connected by an approximately 30 -foot wide glass bridge. The massing, materiality, and design intent of the north and south parts of Buildings 1 are intended to provide visual contrast and separation. As a result, the floor plates are designed to appear separate; however, the bridge connection allows the buildings to share common infrastructure elements such as mechanical and elevator systems. This shared quality provides a more energy efficient building than if each building. ran separate systems. The larger upper level floor area is a by- product of the intent to create strong sculptural building forms, particularly at the corner of 26th Street and Olympic Blvd and along the 26`h Street elevation. While Building 1 is intended to 28 appear as two distinct parts, connecting the two parts together with a bridging element for building efficiency reasons also results in a larger floor plate. The revised design of Building 2, which includes an open -air passageway, exposed floor plates expressing the interior loft spaces, and references to the industrial character of the Bergamot area makes a compelling case for the flexible standards. A larger 5th story floor plate allows the building mass to be divided into two parts reducing floor area in the stories below. In addition, the larger upper level floor plates are necessary for project sustainability goals and result in more generous area for a green roof the array of photovoltaic panels atop the sawtoothed skylights. These features are at the heart of Building 2's sustainability strategy. Reducing the floor area would negatively impact the amount of photovoltaics the project could provide and the ability of the project to meet its renewable energy and energy performance standards, as agreed to in the development agreement. Building 3's second highest floor slightly exceeds the maximum allowable floor area with the intent that the building is shaped by the Village Mews and responds to the variegated floors of Building 2. The removal of floor area from the 6th floor would diminish Building 3's ability to properly demarcate The Green and provide a firm western edge to the public space. Furthermore, as demonstrated in Table 10, if the project were viewed as a whole, it would comply overall with the intent of the building modulation design guidelines. With five buildings in the project, the project demonstrates significant modulation in the Residential Phase and provides clear justification as why flexibility is necessary in the Creative Phase. 29 Table 10: Analysis of Revised Design's Building Modulation Based on Whole Project Leven Level 1.5 Building 11 Building Building3 Building 41 Building Total Proposed Floor Area Top Floor Maximum Allowable Floor Area 45,431 26,241 17,298 17,103 1 20,588 -- -- 16,194 18,719 16,488 Level 47,618 26,510 17,491 19,490 28,570 Level 48,335 28,140 17,432 19,429 28,806 Level 47,938 27,283 17,545 19,345 28,971 142,481 Levels 47,305 29,5531: 17,447 18,423 28,641 Level 29,352 20,475 17,416 11,127 :9,615 i15 ,o16 128,233 Level? 7,842 3,100 7413 68,182 71,241 %of largest JTopFloorMlnusI 81% 90% Floor Plate [Top Floor 48% 50.0, b. That the proposed design reinforces and enhances the establishment of mixed -use pedestrian- oriented environment and sidewalk life in the Transit Village and Mixed - Use Creative Districts. The proposed design reinforces and enhances the establishment of a mixed -use pedestrian- oriented environment and ground floor activity through: • The creation of three new streets that will connect the project site with the surrounding neighborhood, • New perimeter sidewalks that will complete the pedestrian network immediately adjacent to the project site, and • New public open spaces and passageways that will provide opportunities for pedestrians to experience the project at varying scales and types of places. For example, the passageway in Building 2 connects the active life of Bergamot Square with the more restful Village Mews. This connection between two very different public spaces further knits and enhances the pedestrian experience across the site by providing a clear means to access a diversity of open space programming. Similarly, the design intent of Building 1 supports the creation of a pedestrian- oriented environment by lowering the overall height of the portion of the building that faces Bergamot Square, where it is most exposed to pedestrians. The incorporation of upper level private open space in the form of a landscaped terrace balcony and roof top terrace provide multiple levels of engagement for pedestrians and brings the landscape treatment from the ground level up the southern face of 30 the building. The separation of Building 1 into two parts connected by an elevated bridge in conjunction with landscaping anchored by mature trees acts as a focal point for pedestrians and encourages pedestrian flows westward through the project site. Viewed on a project level, retail is primarily clustered at the western and eastern portions of the project site consistent with the Bergamot Area Plan urban form concept. The orientation and placement of public open space that include seating and public art opportunities at the Stewart/Olympic /Nebraska intersection provides a transition between the Mixed Use Creative and Bergamot Transit Village Districts. Ground floor artist work/live units scattered along Nebraska Avenue and a cafe space on Olympic Boulevard are intended to activate the pedestrian realm and new sidewalks would be direct connections to the future Expo station and the Bergamot Art Center. c. That the proposed design supports local uses, including, but not limited to the provision of housing, daily community needs and /or services, and /or public open space and green connections to adjoining neighborhoods. The proposed project includes space for neighborhood - serving retail and services for existing and future Bergamot area residents and employees. The project proposes five public open spaces totaling 86,000 square feet and introduces the city grid to the area through the inclusion of three new streets paired with passageways to provide permeability through the site and connections to surrounding streets. In addition, Buildings 1 and 2 are a work environment for the creative uses in the Bergamot area. Continuous floor plates allow both buildings to accommodate a variety of users including start -ups that can expand on the same floor over time. Reducing floor area may limit expansion opportunities causing tenants to seek options outside of Santa Monica. Breaking both buildings into multiple parts allows for different companies to co -exist in the same place, creating clusters that are desired by the creative industry. 31 d. That the proposed design integrates features and amenities, including, but not limited to wider sidewalks, landscaping and trees and /or arts and cultural uses. The proposed design includes five public open spaces, each proposed to be anchored and shaped by mature trees, seating, landscaping, and in some cases water features. Opportunities for public art have been identified in the site design and along passageways with specific details to be approved as part of the project's public art plan. The largest open space in the project, Bergamot Square, can be programmed in a number of ways in accordance with a Project Art Plan and will be supported through funding set aside as part of the development agreement. The width of the perimeter sidewalks is augmented through the setback of buildings at the ground floor increasing the overall width of the pedestrian realm. Similarly, a green roof and upper level open space on Building 1 visually spill over into the signature open space of the project providing opportunities for the surrounding building to respond to the activities that will occur in the plaza. e. That, where relevant, the proposed design maintains solar access for existing, adjacent or adjoining residential land uses. The project site is not currently adjacent to any residential land uses and therefore this finding does not apply. Development Agreement Proposed Development Agreement The proposed development agreement is included as Attachment E. The following is a summary of the contents: Article 1 Definitions Defines key terms contained in the Development Agreement Article 2 Description of the Project Describes the project components including vested rights, building design, permitted uses, development standards, community benefits, and transportation demand management. Article 3 Construction Discusses construction mitigation and 32 Article 4 Project Fees, Exactions, and Conditions Article 5 Effect of Agreement on City Laws and Regulations permitted hours. Sets forth requirements of the project in terms of fees and exactions and project conditions. Sets forth the laws and regulations governing the proposed project. Article 6 Design Review Sets forth the requirements for Design Review of the project. Article 7 City Technical Permits Describes the requirement of the City in processing building permit and other technical permit applications needed for the construction of the project. Article 8 Amendment and Modification Article 9 Term Article 10 Periodic Review of Compliance Sets forth the conditions under which the Agreement may be modified. Sets forth the term of the Agreement. Sets forth the requirements for the periodic review of the Agreement with respect to compliance with its provisions. Article 11 Default Outlines the circumstances, cure, and consequences of a breach of the Agreement by either party. Article 12 Mortgages Article 13 Transfers and Assignments Article 14 Indemnity to City Sets forth the rights of a lender on the property. Ensures that the Agreement remains in effect upon the transfer and /or assignment of property. Outlines the Developer and City rights and obligations in the event of a claim for damages. A list of provisions common to all Agreements. 33 Development Agreement Highlights While development agreement negotiations commence with a City template, the nature of development agreements is that they are negotiated case -by -case with the applicant and address the specific project being proposed. The following highlight some of the unique aspects of the proposed development agreement. Outside Building Permit Issuance Date The ,development agreement includes a provision for an Outside Building Permit Issuance Date of 10 years from the effective date of the DA. This unusually long period of time to obtain all building permits for the project is intended to acknowledge the phased nature of the project that could be constructed over a long period of time. As a result, many of the negotiated community benefits divide obligations by each Site (i.e. by applicable developer) with the backstop that the most important benefits are either provided upfront or are ultimately the obligation of all developers. Construction Sequencing In order to address the issue of whether the Project could result in only the Creative Office Phase being constructed with no Residential Phase, Section 2.3.1(b) of the revised development agreement requires that at least two residential buildings obtain their Certificates of Occupancy before a Temporary Certificate of Occupancy or Certificate of Occupancy could be issued for the second creative office building. The provision would allow one creative office building to be constructed before any residential buildings since the square footage of Buildings 1 and 2 are similar to or below the existing factory building's 203,000 square feet. However, the second creative office building would not receive its Temporary Certificate of Occupancy (TCO) or Certificate of Occupancy until at least two residential buildings have received their Temporary Certificate of Occupancy. Requiring TCO to be issued provides assurance that the residential buildings will be completed, essentially eliminating risk to the City of having two creative office buildings and no residential buildings. KLI Community Benefits The development agreement includes a robust community benefits package that is summarized in Table 11 with values assigned to each community benefit, where it was possible to monetize the value of the benefit. The values provided in Table 11 assume full project buildout since the benefits are dependent on how much of the project moves forward. All annual values are to be paid for the life of the project, defined in the development agreement as 55 years. Community benefits are described in detail below. Table 11: Summarized Value of Community Benefits able to be monetized based on Full Project Buildout Community Benefit Initial Value Annual Value Total Value TMO Contribution $30,000.00 $30,000.00 $1,680,000.00 Bikeshare Contribution $20,000.00 $25,000.00 $1,395,000.00 Street/Sidewalk Easements $1,669,602.05 construction value Buffer Park or Other Open Space $2,000,000.00 Improvements within 1 -mile of project Construction Value of 87,000 sf of on- $4,774,150.00 site public open space Affordable Housing (93 units) based on $9,244,053.00 loss in capitalized project value Public Transit Enhancements $160,000.00 Early Childhood Initiatives $200,000.00 $11,000,000.00 Historic Preservation $75,000.00 $5,000.00 $350,000.00 Total 1$125,000.001 $260,000.00 $32,272,805:05 Additional Transportation Impact Fee Contribution The project is required to make a Code - required Transportation Impact Fee payment of approximately $4.9M. Instead of an additional fee solely for capital improvements, the development agreement includes payments that are directed to funding transportation priorities including the formation of a TMO and Bikeshare operations and maintenance. In total the additional TMO and Bikeshare contributions would be $3,075,000. This results in a combined total contribution to transportation priorities of $7.9M, equivalent to increasing the TIF contribution to approximately 90% of the maximum fee authorized by the nexus study.(the TIF was adopted at 60 %). 35 TMO Contribution The project will make a one -time contribution of $30,000 for the initiation of the Bergamot TMO with an ongoing annual contribution of up to $30,000 for the life of the project, in addition to annual dues that may be required by the TMO. This contribution was increased from $15,000 annually, in response to the Planning Commission's comments. This contribution may be used for the difficult -to -fund operational aspect of the Bergamot TMO. It is estimated that a TMO would need an annual operating budget of approximately $200,000 to offer commute subsidies in addition to staffing costs. The Bergamot Area Plan identifies a number of possible funding sources for the TMO in the implementation actions, including parking revenue. The dues structure will largely depend on the types of services a future TMO would offer and size of membership. As an example, a TMO covering Boston's downtown and Back Bay has annual dues ranging from $700 to $6,250 depending on size of employer. Fees around these rates are unlikely to cover annual operating costs of the TMO. The Developer is also required to take a leading role in TMO formation activities including advocacy and marketing and hosting one area -wide TDM event per quarter for the first two years after issuance of the first Certificate of Occupancy reduced to one event per year thereafter. Further, the Developer is required to provide suitable on -site office space for the up to two TMO employees upon written notification from the Planning Director. Having the Developer take a leading role in TMO formation and providing on -site office space for TMO employees will augment the efforts of City staff and help to offset some of the TMO's operating costs. City staff has been actively holding mixers for Bergamot employees in order to educate area employers and employees of available commute options. This initial ground work has already resulted in formation of new vanpools and with hundreds of employees signed up for ride matching programs. Staff will continue outreach to Bergamot area employers as the first steps towards developing interest for area employers to form a certified TMO. One of the next steps includes clearly identifying the goals of the TMO and gauging whether there is interest from area employers in taking on the task of forming a TMO or whether the City continues to take the lead in it is formation. 36 Bikeshare Contribution The project will make an initial contribution of $20,000 towards a citywide bikeshare program along with an annual contribution of up to $25,000 for the life of the Project. The initial contribution would be sufficient to fund some of the capital improvements such as additional bikes but the focus of this bikeshare community benefit would be the annual ongoing contribution given the difficulty in securing funding sources for the operations and maintenance aspect of the bikeshare program. There is flexibility as to how the contribution could occur depending on the bikeshare funding model which could include sponsorship or advertising, if permissible, Streets The project proposes to dedicate three new streets for public use: the extension of Nebraska Avenue between 26th Street and Stewart Street, Western Street (Street "A" in Bergamot Area Plan, and Eastern Street (Street "B" in Bergamot Area Plan). The Developer would be required to dedicate all the proposed surface easements to the City before a Certificate of Occupancy is issued for the first building in the Project except for Eastern Street, however, the City would not be responsible for maintenance until the streets and sidewalks are permanently improved. Due to the unique nature of street trees on top of the parking garage, the Developer would continue to be responsible for maintaining all on -site landscaping for the life of the Project in accordance with an approved Landscape Maintenance Plan. The development agreement has an Outside Building Permit Issuance date of 10 years from the effective date of the development agreement. As a result, the development agreement includes a phasing program that ensures the most critical connections will be constructed in their temporary form 18 months from the first Certificate of Occupancy. This requirement would not apply only if building permits are issued for all other buildings, at which point those Developers would construct the permanent improvements associated with their Site. These critical connections are identified as Nebraska Avenue between Stewart and 26th Street, Western Street and signal, and the sidewalks at the perimeter of the project site. Other improvements such as Eastern 37 Street and signal and the Stewart Street crosswalk and median would only occur if the adjacent development sites proceed. The table in Attachment 8 demonstrates the earliest time such temporary and permanent improvements could occur. The table also identifies which Sites could potentially carry out the obligation. Figure 15: Temporary and Permanent Improvement Diagrams Temporary Improvements Permanent Improvements The streets would be constructed in their permanent form prior to issuance of a Certificate of Occupancy for the adjacent development Site. If a building permit is not issued for the other Sites in a Phase within 18 months of the issuance of Certificate of Occupancy for the first building in that Phase then the developer of the first building shall construct temporary improvements across the entire Phase. Due to the development agreement's construction sequencing requirements, if a building permit is not issued for the Creative Office Phase by the earlier of 18 months from Certificate of Occupancy for the first building in the Residential Phase or 6 months from Certificate of T Occupancy for the second building in the Residential Phase then the developer of the Residential Phase shall construct temporary improvements for the Creative Office Phase. Conversely, if a building permit is not issued for the Residential Phase by the earlier of 18 months from Certificate of Occupancy for the first building in the Creative Office Phase then the developer of the Creative Office Phase shall construct temporary improvements for the Residential Phase. Note that because two Residential Buildings must receive their Certificates of Occupancy before a second Creative Office Building can receive its Certificate of Occupancy, the permanent improvements associated with two buildings in the Residential Phase would already have been constructed. If a building permit is not issued by the Outside Permit Issuance Date for the other Phase or the remaining buildings in the Phase, the first developer shall construct permanent improvements across the entire project. In short, if one building is developed, all of the permanent improvements across the entire project must be developed with the exception of Eastern Street, 26th Street sidewalk, and Stewart Street Sidewalk, and Stewart Street Crosswalk — all of which are associated with specific Sites or Phases. The developer is also required to post financial security for the temporary and permanent critical improvements that would allow the City to proceed with construction of the improvements should the developer fail to construct such improvements. The requirement for all of the critical improvements to be constructed in their temporary form and eventually their permanent form as long as one building is constructed reflects the 10 years that the development agreement allows the developer to obtain all building permits for the project. Parks Contribution The project proposes to provide $2,000,000 towards the Buffer Park. Such contribution would be made no later than 90 days after the effective date of the development agreement. The contribution would go towards the completion of a crucial community facility that would buffer the adjacent residential neighborhood from the Expo Light Rail 39 Maintenance Facility while also providing a new 2.3 -acre green space to the neighborhood. The contribution could alternatively be used for open space improvements within a one -mile radius of the project site with a priority for the Bergamot Area Plan boundaries. On -site Open Space As shown in Exhibit 1 -1 through 1 -5 of the development agreement, the project includes five public open space areas totaling 86,279 square feet, including the 31,675 square - foot plaza on Site 1, identified as "Bergamot Square ", and a 16,500 sf open space between Buildings 2 and 3, identified as 'The Village Mews ". The publicly accessible hours for the on -site open space of 6AM -11PM are intended to be consistent with the hours that the City establishes for all public parks. Further, the open spaces are required to be publicly accessible during the operating hours of adjacent restaurant and retail uses. Bergamot Square includes the use of several mature trees to divide the plaza into different spaces including a small cluster on the north side of the plaza. The sidewalk on Olympic Boulevard has also been widened onto the project site to provide additional room near the pedestrian crossing and a potential future bus stop. 'The Green" on Site 4 is a 19,500 sf neighborhood park. The Green is intended to be experienced at different levels, including terraced green space and an elevated overlook that cantilevers over Nebraska Avenue and covers the vehicular entrance to the subterranean parking garage. The space between Buildings 4 and 5, identified as 'The Garden Passage" includes seating, landscaping, and water features providing passive garden areas between two residential buildings. Finally, "Stewart Crossing" on Site 5 is designed as a gathering place at the eastern end of the project providing outdoor dining opportunities and seating. IES Figure 16: Open Space Concept *1> SiO 1 ' Site z 2 m 0 Site 0YR,.0a- Site 4 Site 5 JHE Lona (PAIVAH) Throughout the site, larger "heritage trees" are proposed to frame and form the public space. The applicant's landscape architect has indicated that a combination of berming with associated seating treatments would allow for the successful planting of mature trees on the site. A characteristic of the Bergamot area is the existence of hidden spaces that punctuate the industrial environment. In that sense, the introduction of new passageways opening up art and landscape opportunities in Buildings 2 and 5, two of the most problematic buildings in the previous design, bring the project closer to evoking the character and feel of the surrounding Bergamot area. The open space concepts provide a basis for the site design and the placement of buildings. The site design considers the purpose, form, and orientation of each open space, with the building design subsequently responding to the open space. This is most evident in the open space shared by Sites 2 and 3 ( "Village Mews "). This area serves as a visual terminus to the open air mid -block passage that divides Building 2 and provides a formed edge to the pedestrian pathway between Buildings 2 and 3. The public use of Bergamot Square on Site 1 is reinforced through the placement of landscape features and seating. The applicant has also included suggestions on programming the plaza ranging from cafe seating to exercise classes, which will be further defined through design development and discussions with staff and the City Council to ensure that the programming comports with the vision for the Bergamot Plan 41 area. Rooftop private open space introduced into Buildings 1 and 2 opens up Bergamot Square for its intended function as a heavily utilized public space The open spaces can be closed entirely for private events 2% of the hours that it is publicly accessible (e.g. 17 hours x 365 days x 2% = 124 hours /year) and half - closed for another 2% of the time. During private events, public access to operational retail and commercial uses would be maintained. No more than 25% of these closure hours can be for closures on the weekends (e.g. 124 hours x 25% = 31 hours) and each event can be no longer than 5 hours. Further, the Developer is required to notify the City of events at least 24 hours in advance of the start of the event so that the City has the opportunity to monitor and enforce, if necessary, frequency of events throughout the year. Affordable Housing The Developer has proposed to meet the City's Affordable Housing Production Program requirements by deed - restricting 5% of the residential units as affordable to households at the extremely low income level. All of the extremely low income units would be designed to be fully accessible in accordance with California Building Code Chapter 11 B. This means that in addition to physical features such as hold bars, 9 of the units would also include auditory communication features referenced in that Code section. Further, the Developer would be required to contract with a third -party service provider with expertise in providing services to extremely low, very low, and low income households to provide information regarding available services and provider referrals to appropriate service providers. This provision was based on the California Tax Credit Allocation Committee's regulations for determining whether points are awarded to projects providing services to residents. As the community benefit, the Developer proposes to deed restrict an additional 15% of the units as affordable to households with incomes of up to 180% of AMI. The affordable housing proposal in the development agreement is based on the approach that the additional affordable housing should be at affordability levels that address the housing needs of Bergamot workers based on the Occupational Wage Analysis study 42 prepared for the Bergamot Area Plan .3 Such an approach would address the jobs /housing imbalance by ensuring that housing units are at rents that correlate to the vast majority of Bergamot worker salaries. The study surveyed the wages of Bergamot workers and found that 46% of workers would qualify for units at the Moderate Income level and lower and that an additional 15% of workers would qualify for units at 130% AMI. The median income of current workers was shown to be is roughly $60,000 to $70,000 which would be up to 150% AMI. Tables 12 and 13 show the 2013 income and rent limits for deed- restricted units. Note that Low Income households income - qualify at 80% but pay rents at 60% and similarly, Moderate Income households income- qualify at 120% but pay rents at 110 %. Table 12: Income Limits for 2013 Extremely Very Low Moderate 1 nw I Low HH Size 30% 50% 80% 120% 130% 150% 180% 1 $17,950 $29,900 $47,850 $54,432 $58,968 $68,040 $81,648 2 $20,500 $34,200 $54,650 $62,208 $67,392 $77,760 $93,312 3 $23,050 $38,450 $61,500 $69,984 $75,816 $87,480 $104,976 4 $25,600 $42,700 $68,300 $77,760 $84,240 $97,200 $116,640 Table 13: Rent Limits for 2013 Extremely Very Low Moderate Inw 1nw #1311 30% 50% 1 60% 110% 1 130% 150% 180% 0 -BR $340 $567 $907 $1,247 $1,474 $1,701 $2,041 1 -BR $389 $648 $1,037 $1,426 $1,685 $1,944 $2,333 2 -BR $437 $729 1 $1,166 $1,604 $1,895 $,2187 $2,624 3 -BR $486 $810 1 $1,296 $1,782 $2,106 $2,430 $2,916 The study also looked at a theoretical composition of dual- income households as a means to understand how purchasing power changes with household composition. The study assumed a theoretical dual- income household of a Bergamot worker and a worker earning the Santa Monica per capita income of $58,399. In the dual- income analysis, 87% of households were at 180% AMI and higher. Further, the housing and services survey of Bergamot workers that was completed for the Area Plan indicated that of the survey respondents, 47% were married with 21 % of those having kids. Conversely 53% s http / /www.smgov.neUu loadedHes/ Deparfinenfs /RCC? /Plans(Beraamot -Area- Plan/ BAR %2QWageOccupationMemo9.28. i2.pdf 43 of survey respondents were single with 5% of those having kids. While this was not a random sample pool, the survey nonetheless provides some sense of the demographic make -up of Bergamot workers. The results of the study and survey would support primarily studio and one - bedroom units at rents at up to 150% AMI with support for two- and three - bedroom units at 180% AMI. The development agreement includes 20% of the total residential units to be deed - restricted for a total of 93 deed - restricted units in the project with 14% (5% Extremely Low + 9% additional) of the units assigned to the Residential Phase and 6% of the units assigned to the Creative Office Phase. The tables in Section 2.7.4(b) of the development agreement outlines the proposal and allocates the proposed units to each building. The affordable housing proposal in the development agreement seeks to achieve a broad range of units while addressing the workforce housing spectrum and is consistent with Policy E4.4. of the Bergamot Area Plan, "Conduct community benefits negotiations with developers focused on affordable housing that seek to address the need for a continuum of housing affordability ranging from extremely low income (30% of AMI) to workforce housing (defined as 120% to 180% of AMI)." Table 14 summarizes the project's affordable housing proposal. Table 14: Development Agreement proposal for Affordable Housing Units 44 RESIDENTIAL PHASE Moderate Extremely Low Moderate 130 %AMI 150%AMI 180 %AMI Unit Total Studio 11 10 7 2 0 30 1 -BR 5 5 2 2 0 14 2 -1311 7 2 0 0 11 20 3 -13R 1 0 0 0 1 2 Afford. Total 24 17 9 4 12 66 44 CREATIVE OFFICE PHASE Moderate 150%AMI 180' /AMI Unit Total Studio 1 10 0 11 1 -1311 2 2 0 4 2 -1313 0 0 11 11 3 -BR 0 0 1 1 ;fford.Totall 3 12 12 27 44 The affordable housing proposal is driven by the goal to deed - restrict as much of the residential housing units (i.e. 93 units) as possible with 14% of the deed - restricted units assigned to the residential phase (i.e. 66 units) and 6% of the units assigned to the creative office phase (i.e. 27 units). While the deed - restricting 20% of the Project's residential units is less than what is strived for in the Bergamot Area Plan's area -wide target of 30% of new housing to be affordable, achieving 49 additional deed- restricted units in the project would likely necessitate trade -offs in other proposed community benefits. Section 2.7.4(c) of the development agreement also provides that the additional affordable units obligated to the Creative Office Phase must be constructed with the full Commercial Affordable Housing Fee (estimated at approximately $2M) only payable in whole or in part if no residential buildings have obtained a building permit by the Outside Building Permit Issuance Date. This provision allows the Project the greatest opportunity to achieve 20% of the residential units as being affordable. If some but not all of the residential buildings have obtained a building permit by the Outside Building Permit Issuance date, the Creative Office Phase Developer would only pay the Commercial Affordable Housing Fee for the units in Buildings that have not obtained a building permit. Conversely, if only residential buildings were constructed but no creative office buildings were constructed, the obligation to deed - restrict units assigned to the Creative Office Phase would not occur until the creative office buildings obtain a building permit. In such a scenario, the development agreement requires that the units in the residential building be deed - restricted at the earliest possible date. As proposed in the development agreement, the additional affordable housing units are therefore a joint obligation of both phases of the project. Based on the value enhancement analysis prepared for the proposed project, the 93 units of affordable housing negatively impacts the capitalized project value by $9.2M. The development agreement further provides that occupancy of the deed - restricted units would be through the City's affordable housing waiting list and if there are no households on the list to fill vacancies in the project, that occupancy would occur in accordance with a marketing plan to be prepared by the Developer and approved by the 45 City. Although the project is entirely privately funded, the development agreement requires that the marketing plan conform with the Department of Housing and Urban Development's Affirmative Fair Housing Marketing Plan (Ut2 Hportal pdf). Artist Work/Live Units The project proposes to provide 25 artist work/live units that are intended to be working studios with incidental residential occupancy, as defined in the development agreement. The work/live units will include a marketing plan for artists, priority occupancy for artists, and are required to include interior design features that support its use as a work space. Such design features include floors and finishes that can. accommodate artist use, drains, appropriate ventilation, and slop sinks so that the units clearly are not a primary residential use. With the focus on ensuring that as many of the residential units as possible were deed - restricted for households between 30% and 180% AMI, it did not seem appropriate to impose the same restriction on workspaces. The work/live unit rents combine work space with living space and from that perspective, represent a savings to occupants because it negates the need to rent separate dwelling units and workspaces. The development agreement establishes the process that would best ensure that such units are occupied by artists in three ways: priority criteria, marketing, and design of the units. In leasing the units, the developer is required to prioritize applicants in accordance with the following criteria: ® first priority to artists who live or work in the City who can demonstrate that they intend to use the unit for the purposes of a work studio • second priority to artists who do not live or work in the City • third priority given to non - artists who demonstrate they intend to use the unit as a working studio or work space ® fourth priority to current Santa Monica residents M If the units are ever occupied by non - artists, such tenants cannot be evicted except as otherwise authorized by law. At such time a unit becomes vacant, the unit would then be leased in accordance with the priority criteria. The developer is also required to submit a marketing plan within 12 months of issuance of the first building in the Residential Phase that includes details on the how the project intends to initially market the units to artists and how the units will continue to be marketed. Figure 17: Rendering of Artist Work/Live Units along Nebraska Public Transit Stop Enhancements The developer proposes to contribute $80,000 per phase for a total of $160,000 for the improvement of bus stops that are adjacent to the project site. This contribution would be sufficient to fund up to two bus stops that include the new shelter design including real -time information and associated bus pad. Sustainability Features Integrating sustainability into the site design and building systems with the aim of net zero water and energy use was an important component of development agreement negotiations. The Bergamot Area Plan states in Policy UF5.1, "Encourage private development of buildings, sites and infrastructure to strive and be designed for the highest levels of environmental sustainability that exceed Santa Monica's standards." The applicant has indicated that several sustainability features will be explored after project entitlements and has committed to LEEDO Gold certification and striving for net 47 zero water use in the Creative Office Phase. Staff believes that given the ten years that the project has to obtain all building permits and likelihood that the project would not be fully complete for some time thereafter, it is a reasonable trade -off to negotiate for more stringent requirements that are anticipated to be in place by the time the project is fully operational in potentially 10 -15 years. These include augmented requirements regarding water and energy use that would likely ensure that the project achieves the LEEDO Gold certification. It is anticipated that requirements for LEEDO certification along with the City's green building requirements will only get more stringent over time. In fact, a new State Building Code effective January 2014 will include increased requirements for energy and water use. The Bergamot Area Plan establishes a solar energy development standard with flexibility for other technologies as long as an equivalent amount of renewable energy is generated. "Bergamot Plan Area Solar Energy Requirement. Consistent with state law, all new buildings with a gross roof area of 15,000 SF or greater shall install a solar photovoltaic energy system that is connected to the electrical grid. When installed, the solar energy system shall be capable of producing at least 5 kilowatts AC for every 1000 square feet of building footprint area. For the purposes of calculation, the building footprint area shall be rounded to the nearest 1000 square feet. The applicant may propose alternative technology to produce an equivalent amount of renewable energy subject to approval by the Planning Director, or his /her designee. Exceptions: o This requirement may be reduced to the extent necessary for compliance if the Applicant can demonstrate that compliance with this requirement is technically infeasible due to shading from existing nearby objects. o This requirement may be reduced to the extent necessary if the applicant can demonstrate that annual energy demand for the building does not exceed the annual energy production of the required solar energy system." The agreed upon sustainability features regarding LEEDO certification and striving for net zero water use in the Creative Office Phase reflect this context and are intended to ensure that the Developer takes all feasible measures to bring the project towards net M zero water and energy use, which even if not achieved, will still result in highly efficient buildings that anticipate future standards. The development agreement includes a commitment to strive for net zero water use with required measures that include dual plumbing and the use of non - potable water for toilet flushing and irrigation. The provision is intended to put in place the commitments with flexibility for implementation. Table 15 illustrates how the water use performance standards in the development agreement compare to State law, which has shifted towards more prescriptive standards set to take effect in July 2014. Table 15: Comparing DA proposal to Title 24 requirements for Indoor Water Use (effective July 2014) and Title 20 appliance efficiency regulations (effective February 2013) The development agreement includes a provision that the project will strive for net zero energy use through conformance with energy use performance standards, generation of on -site renewable energy, and commitment by the developer to prepare an energy modelling study that studies all feasible strategies to achieve net zero energy and demonstrates that the developer has taken all feasible steps to achieve net zero energy use for the project. In reviewing building energy consumption data from the Department of Energy, Energy Information Administration, California Energy Use Survey, large office buildings have an average consumption of approximately 80 -90 kBTU /sf meaning that the Creative Office Phase of the proposed project, which shall not exceed 40 kBTU /sf energy use, would use approximately 50% less energy. than the average office building. Review of Department of Energy data for multi - family residential buildings of 5 or more units yields much the same result that the Residential Phase of the proposed project, which shall 49 Title 241 % more stringent than Title 20 DA Proposal Title 24/Title 20 Toilets 1.28 al /flush 0.8 al /flush 37.5% Showerheads 2.0 gpm 1.35 gpm 32.5% Clothes Washers 6.0 water 4.0 water 33.3% individual units factor factor Clothes Washers (common 9.5 water 4.5 water 52.6% areas ) factor factor The development agreement includes a provision that the project will strive for net zero energy use through conformance with energy use performance standards, generation of on -site renewable energy, and commitment by the developer to prepare an energy modelling study that studies all feasible strategies to achieve net zero energy and demonstrates that the developer has taken all feasible steps to achieve net zero energy use for the project. In reviewing building energy consumption data from the Department of Energy, Energy Information Administration, California Energy Use Survey, large office buildings have an average consumption of approximately 80 -90 kBTU /sf meaning that the Creative Office Phase of the proposed project, which shall not exceed 40 kBTU /sf energy use, would use approximately 50% less energy. than the average office building. Review of Department of Energy data for multi - family residential buildings of 5 or more units yields much the same result that the Residential Phase of the proposed project, which shall 49 not exceed 35 kBUT /sf energy use, would use approximately 50% less energy than the average multi - family residential building. The definition of Zero Net Energy (ZNE) proposed in the Draft New Residential Zero net Energy Action Plan 2014 -20204 published by the California Energy Commission (CEC) and California Public Utilities Commission (CPUC) is, `The societal value of energy consumed by the building over the course of a typical year is less than or equal to the societal value of the on -site renewable energy generated ". The term "societal value" is intended to refer to the metric of Time Dependent Value (TDV) of energy that is currently used in Title 24 calculations. Using the TDV metric accounts for the enhanced value of energy generated or saved during peak demand hours. In this approach, energy generated or saved during peak demand hours might be given double or triple credit so that although a building might be actually consuming more energy than it is generating, it may still be considered "Net Zero Energy" because of the additional value given to peak demand generation or savings. The energy modeling study will be subject to the final ZNE definition adopted by the CEC and CPUC as it is anticipated that the agencies will adopt a definition similar to the draft by mid -2014. Staff preliminarily estimates that the proposed project would generate, through photovoltaic cells, approximately 11% of its energy needs. The development agreement includes a provision that the applicant is required to submit an energy modeling study to the Planning Director with the first ARB application that demonstrates that the developer has taken all feasible measures to achieve the goal of Net Zero Energy for the project. The study must include a review of on -site energy generation including combined heat and power. This may include review of a possible on -site microgrid that would look at ways to use the heat generated by the production of electricity on the project site for cooling and heating and utilization of gas to produce heat and electricity instead of purchasing electricity from the grid. In discussions with 4 http:!/ www. cpuc. ca. govl NRl rdonlyres /DSEEI= EE4- 76A5- 47AC -A8173- 6EODAB3A9E5b /O /DRAFTZNE Action Plan Comment.pdf FYI; the City's sustainability staff, the implementation of microgrids in new projects could potentially support the possibility of future district cogeneration in the Bergamot Area. Local Hiring The project includes a local hiring requirement for construction and permanent jobs. The provisions in the development agreement are based on a "best practices" model that has been shown to be successful in other jurisdictions. Exhibit F of the DA details the project's local hiring, which includes a non - binding goal that 30% of the on -site jobs be held by residents of households with no greater than 80% of median income. The development agreement also includes provisions that would require an on -site First Source Hiring Coordinator (FSHC) to conduct proactive outreach to local first- source hiring organizations. It is expected that those partnerships would allow such first- source hiring organizations to provide referrals for available on -site jobs providing the greatest opportunity for eligible Santa Monica residents to gain employment. The program requires that employers interview qualified referrals from first- source hiring organizations and if not hired, document why. Priority shall be given to residents of the Pico Neighborhood. Associated with the local hiring provision is an internship program that would require that the developer provide at least three internships for each Creative Office building (for a total of six internships) annually to SMC or Santa Monica High School students who are residents of Santa Monica. Priority shall be given to students from low income families in the Pico Neighborhood. Early Childhood Initiatives Contribution The project would make an annual contribution for early childhood initiatives. Such contribution would be calculated on a per square foot basis and could total up to an annual maximum of $200,000 if all the floor area for the project is constructed. The contribution would be placed annually in an interest - bearing trust account held by the developer with funds to be distributed through a process established by the City. Such 51 a process could fit into the City's existing competitive grant process for individuals and organizations who provide early childhood services. Historic Preservation Contribution The project includes a $75,000 contribution to heritage and cultural preservation initiatives in underserved communities with a priority for the Pico Neighborhood. The contribution would be paid in $25,000 installments with the first three Certificates of Occupancy in the project. An ongoing annual contribution of $1,000 for each building that has received a Certificate of Occupancy would also be made. The process for distribution of funds would be determined by the Planning Director but would likely be similar to the competitive process proposed for the Early Childhood Initiative contribution. Transportation Demand Management Plan The project's TDM Plan is based on three principles: 1) Establishing compliance targets; 2) Implementing measures that support the goal of providing maximum flexibility in transportation choice with incentives for employees and residents to make informed choices; and 3) Requiring annual monitoring and reporting with the ability to impose monetary penalties for non - compliance. The project proposes some of the most aggressive TDM measures that were contemplated in the LUCE, including the inclusion of PM peak -hour trip caps with significant monetary penalties for non- compliance. The project is also required to implement variable parking pricing that ensures availability for on -site users while also serving the shared parking needs for the area, as contemplated by the Bergamot Area Plan. It is ultimately the Developer's responsibility to ensure that the TDM measures negotiated in the development agreement are implemented. These provisions are 52 specifically imposed in this manner given questions regarding State law limitations on the direct imposition of TDM measures on employers. Conventional TDM Measures There are several TDM measures that are applicable to the entire project or separately the Creative Office or Residential Phases. These are measures that have traditionally been required as part of the City's existing TDM ordinance while others were extensively discussed in the LUCE and the Bergamot Area Plan and are therefore not considered community benefits. These TDM measures are considered baseline requirements that have been widely used and are generally accepted as being successful in encouraging trip reduction: • Transportation Information Center — kiosk or website • On -site Transportation Coordinator • Pedestrian Wayfinding • Flexible work schedules • Guaranteed return trip • Carpool and vanpool preferential parking • Reserving spaces for carshare service (if commercially available) • Unbundled parking in concert with demand -based parking pricing • Long -term and short -term bicycle parking • Showers and lockers for commuting employees Augmented TDM Measures Also included in the TDM plan are augmented measures that are more aggressive than the baseline measures in that they are more costly to implement or include performance standards with monetary penalties for non- compliance. These include the following: • PM Peak Hour trip caps with monetary penalties for non - compliance • Parking cashout or transportation allowance for employees 53 • Transit pass subsidy for residents ® Vanpool program subsidies The development agreement includes a strong financial incentive program to affect trip behavior that covers all employees in the project, depending on whether the employee receives subsidized parking. The development agreement requires a parking cash out be provided to employees who choose to forego a parking subsidy provided by their employer. The parking cash out requirement is based on California Health and Safety Code Section 43485, which is California's existing parking cash out laws that only applies to employers in the following circumstances: 1) Employ at least 50 persons 2) Worksites in an air basin designated as nonattainment 3) Subsidize employee parking that they don't own 4) Can calculate the out -of- pocket expense of the parking subsidy that they provide 5) Can reduce the number of parking spaces without penalty The development agreement removes the pre- condition for a minimum number of employees before the parking cash out would apply. As a result, the parking cash out program in the development agreement applies to all commercial project tenants that subsidize parking for their employees. A transportation allowance is required to be offered to employees who do not receive a subsidy for a reserved parking space. The amount of the allowance depends on an employee's commute mode where the employee may either elect to receive a free monthly transit pass of their choice (e.g. Metro EZ Pass, Big Blue Bus 30 -day Pass) or receive cash. The highest concentrations of where Santa Monica workers reside occur within the area served by the Metro EZ Pass, such as the westside of the Los Angeles area and along the future Expo Line. Therefore, tying the value of the allowance to a s http: / /www.arb.ca aov (planning /tsaglcashout /cashout guide 0809,1?df 54 monthly transit pass of the employee's choice seemed appropriate in order to capture potential transit ridership. In order to ensure that the amount of an allowance would not encourage employees to park off -site at other locations in the Bergamot area, the development agreement requires that employees who accept the transportation allowance execute a contract stating that they will neither drive nor park within a two -mile radius of the Project more than five business days a month. In addition, employees are also required to indicate their commute mode (e.g. transit, bike, walk), which will determine the value of the transportation allowance. If the employee selects transit as their commute mode, they will receive a free regional monthly transit pass such as the Metro EZ Pass. If the employee selects some other commute mode, they will receive 80% of the value of a regional monthly transit pass in cash. This tiered system provides employees strong financial incentives for behavioral change in commute patterns, full flexibility in alternative mode choice, and minimizes the possibility for abuse of the commute benefits. The development agreement establishes a graduated trip cap for each Phase of the project and for the entire project upon completion. These trip caps were based upon the limits studied in the project's EIR and would be required to be monitored annually through a two -day count of vehicles entering or exiting the parking' garage during the PM peak period of 5pm -7pm. If the trip caps are exceeded, the Developer has 60 days to prepare additional trip reduction measures and 30 days to implement them. A follow - up report shall be submitted by the Developer within 120 days of implementation of the new measures and if still found to be violation, will be required pay a fine of $5 + the average daily parking rate charged to on -site users of the garage for each trip that exceeds the cap. Conversely, if monitoring shows that the project is generating at least 20 less trips than the trip cap, the Developer may request modifications to the TDM Plan. In order to prevent spillover parking in neighborhoods, the development agreement includes a provision that on -site employees and residents will not be eligible for preferential parking passes. 55 Significant Project Features In addition to the community benefits, there are a number of project features that are otherwise required by the Municipal Code and are summarized in Table 17. It should be noted that Table 16 includes two fees that have not been adopted by the City Council but have draft nexus studies that are not yet complete: the new Parks fee and affordable housing fee for commercial development. The estimated fees for parks and the affordable housing commercial nexus fee are based on draft per square -foot numbers that were previously presented to the Santa Monica Chamber of Commerce and are therefore public information but may not necessarily reflect the fees adopted by the City Council. The estimated fees are provided in this report to provide some context to the related community benefits in terms of open space contributions and affordable housing in the project, .which both exceed the potential code requirements. Other project features are further discussed below. Table 16: Code Requirements and Fees based on Full Project Buildout Code Requirement Value Transportation Impact Fee $4,888,932.70 Cultural Arts $3,000,000.00 Utility Undergrounding $1,350,000.00 AHPP (24 Extremely Low Income units) $2,267,420.00 Subtotal of Existing Requirements $11,506,352.70 Parks* $3,013,310.30 Affordable Housing Commercial Nexus Fee* $2,056,337.29 Total $16,576,000.29 Transportation Impact Fee The project will pay the adopted Transportation Impact Fee prior to issuance of building permits for each building. This amount could vary depending on how the project evolves over time. As currently proposed, the total potential TIF could amount to approximately $4.9M. 56 On -site Cultural Arts Contribution The applicant is proposing to comply with the Developer Cultural Arts Contribution by providing on -site public art in the amount of $4.00 /sf or approximately $3,000,000 if the entire project were constructed. The first $500,000 of such a fee would be placed into an interest - bearing trust account to be used for the programming of the plaza on Site 1 in accordance with an Art Plan to be approved by the Cultural Affairs Manager. The remainder of the funds would be distributed among the two Phases for public art to be approved by the Arts Commission. Utility Undergrounding The proposed project would underground all of the overhead electrical power transmission, distribution, and service lines as well as all above - ground communication lines and equipment. This substantial undertaking would need to be coordinated with Southern California Edison and would result in the removal of existing poles on Olympic Boulevard on the project site's frontage. Compliance with Affordable Housing Production Program The applicant is proposing to comply with the Affordable Housing Production Program by deed - restricting 5% of the total units on -site at the Extremely Low Income level. This would be the equivalent of 24 units spread evenly across each building in the Residential Phase commensurate with the project's unit mix. Project Economic Analyses Three analyses were prepared by the City's consultant, HR &A. The following is a summary of those analyses, which are attached to this report. Fiscal Impact Analysis The fiscal impact analysis demonstrated that the project will have a positive fiscal impact on the City's general fund (Attachment 1). It is anticipated that the project would result in a net fiscal annual impact to the City's General Fund of about $420,000 per 57 year. Construction of the proposed project would generate approximately $1.7 million in one -time, construction - related tax revenues for the City's General Fund Economic Impact Analysis As a supplement to the fiscal impact analysis, the broader economic benefits of the project were also measured in terms of economic output, total jobs, and compensation (Attachment 2). The analysis provided calculations for the temporary benefits of the project during its construction phase and the permanent benefits associated with its ongoing operation. The analysis found that the total planned investment of $242 million to construct the proposed project would translate to $322 million in total economic output including the planned investment in hard construction; 2,325 total jobs of which 1,781 would be on -site construction jobs; and $109 million in compensation paid to workers of which approximately $83 million would be paid to on -site construction workers. In terms of the project's ongoing operations, the net new economic impacts include $385 million in total economic output of which $282 million would be associated with on -site business operations; 2,109 total jobs of which 1,448 would be on -site commercial jobs; and $146 million in total compensation of which $113 million would be paid to on -site workers. Value Enhancement Analysis This information will be provided in a supplemental staff report. Environmental Analysis This information will be provided in a supplemental staff report. 58 Financial Impacts & Budget Actions There is no immediate financial impact or budget action necessary as a result of the recommended action. Staff will return to Council if specific budget actions are required in the future. Prepared by: Jing Yeo, Special Projects Manager Approved: — T�W' A - David Martin Director, Planning and Community Development Attachments Forwarded to Council: Rod Gould City Manager 1. Fiscal Impact Analysis 2. Economic Impact Analysis 3. Draft Ordinance 4. Development Agreement Findings 5. Proposed Development Agreement 6. Project Plans 7. Final Environmental Impact Report and Mitigation Monitoring Program 8. Matrix of Earliest Date Critical Improvements Could Occur if not Constructed with Site Development 59 Analy7e. Advise. Act. 2£300 28th Street, Side 325, Santa Monica, CA 9W105 is 310- 5£31 -090o I P: 310- Sfi "I -o9lo I www.hraadvisors.com To: Jing Yeo, City of Santa Monica From: Paul J. Silvern and David Berneman Date: August 29, 2013 Re: Estimates of Net Fiscal Impacts from Construction and Annual Operation of the Bergamot Transit Village Center At your request, HR &A Advisors, Inc. (HR &A) prepared estimates for the scale of fiscal impacts that the Bergamot Transit Village Center mixed -use development will have on the City of Santa Monica's ( "City ") General Fund, and certain revenues that will accrue to the Santa Monica - Malibu Unified School District and Santa Monica College. The development, which is being proposed by Hines, Inc. ( "Hines "), for a 7.1 -acre site fronting Olympic Boulevard between 261h Street and Stewart Street, consists of 498 residential units, of which 57 will be designated as affordable units, approximately 29,000 net square feet of neighborhood retail, approximately 374,000 net square feet of creative office space and about 1,930 parking spaces ( "Project "). Following a summary of the estimates and projections, this memo describes how Project - related revenues to the City were estimated and projected, along with some of the accounting concepts used in the analysis, and a discussion of certain assumptions. SUMMARY OF BERGAMOT TRANSIT VILLAGE CENTER NET FISCAL IMPACTS Based on a series of calculations that are described below and shown in Appendix A to this memo, HR &A estimates that construction of the Project would generate approximately $1.7 million in one -time tax revenues for the City's General Fund, not including one -time Community Benefit payments. Based on the amount of the Project's net increase in commercial floor area and number of new residential units, and the particulars of the tax rates and tax formulas that apply in the City, we estimate that the completed Project would also generate approximately $2.3 million in annual revenues for the City's General Fund, again not including annual Community Benefit payments. After deducting projected average annual City service costs, the net fiscal annual impact of the Project to the City's General Fund is estimated to be about $420,000 per year. All dollar amounts in this memo are expressed in constant 2013 dollars (i.e., without annual inflation). Calculation details are included in Appendix A. More specifically, the Project's fiscal impacts include the following: IIRKA Advisors, Inc. I Los Angeles I I\!ew Yolk I Vccxshingion, P.C. One -Time Impacts The Project's one -time construction - related tax revenue impacts are as follows: a $1.7 million in one -time revenues to the City's General Fund; ® $166,000 in one -time revenues to the Santa Monica - Malibu Unified School District; and ® $6.2 million in one -time Community Benefit payments. Annually Recurring Impacts Once the Project is operational and achieves stabilization the annually recurring tax revenue impacts to the City will be as follows: a $2.3 million in annual revenues to the City's General Fund; ® $1.9 million in annual City service costs; ® $420,000 annual net fiscal impact to the City's General Fund; ® $538,000 in annual bond payments and direct assessment revenues to the City; a $232,000 in sales tax, annual bond payments and direct assessment revenues to Santa Monica - Malibu Unified School District; a $339,000 in annual bond payments to Santa Monica College; and • $880,000 in annual Community Benefit payments. PROJECT DESCRIPTION The Project site is located at 1681 26th Street in the eastern portion of the City, and across the street from the future Olympic/26th Street Station for the Los Angeles County Metropolitan Transit Authority's (Metro) Exposition (Expo) Light -Rail line, which will connect downtown Santa Monica to downtown Los Angeles. The approximately 7.1 -acre project site !so flat, linear shaped parcel, consisting of two legal lots bound by Olympic Boulevard to the south, 26th Street to the west, commercial office uses to north, and Stewart Street to the east. The Project has been analyzed in a Draft and Final Environmental Impact Report (EIR). Subsequent to publication of the Draft EIR, and in response to public input and comment, Hines announced its intention to pursue Alternative 3 (Residential Project Alternative), which is described and analyzed thoroughly in Draft EIR Chapter 6 (Alternatives to the Proposed Project). Alternative 3 includes demolition of the approximately 206,000 sf of vacant industrial and office buildings, surface parking areas, and limited vegetation currently located on the Project site and construction of five mixed -use buildings that would house creative office, retail /service, and residential uses totaling approximately 895,998 gross sf of building area, as well as subterranean parking and ground floor recreational open space, as illustrated in Figure 1, on the following page.' ' This version of the Project represents a further refinement of the originally - proposed Project which resulted from input and comments received from the City Council, Planning Commission, and the public. At the time of the Initial Stody /Notice of Preparation (November 16, 2010), Hines had proposed an approximately 957,000 total square foot mixed -use project that Included 566,573 sf of creative office, 83,712 sf of neighborhood serving retail /services, and 344 dwelling units. / >imsoItS, ANC. BERGAMOT TRANSIT V11 [AGE I - ISCAI MPA( IS 1 2 _._....... -_ ....... €e_ aq JIM it 7 RUM INK MUM I 1 100, ( ,I l<a 1 ail m �"IT if �yhi nI 1 LL � pg vil - �I i I �. ' 17 - ,A (F 1 - 71 1 ��II � no, � ;I °l -ill TO 1 9 1 hot M4' I l a ^ III Milo t. I IIIi i` 1 '"'fyFiV t II I 1 it FO iI If i G � m Based on further information provided by Hines, the details of the Project's land uses that have been utilized in the analysis presented herein are shown in Table 1. Table 1 Bergamot Transit Village Center Project Assumptions Total 274,208 441 1 4,147 Wtd Wtd Avg Avg NSF Units SF Unit Rent Unit Total /Avg. 309,729 498 622 $2,253 Per Unit Total Residential 363,094 Commercial Space' NSF Units SF /Unit Rent Retail 29,391 13 2,261 $57.00 PSF Office 374,423 73 5,160 $54.00 PSF Parkin ' Spaces Retail /Office 1,189 Residential 747 ' Per Hines. 7 1 31,374 50 The Project proposes to utilize "Tier 3" development standards as provided by the City's 2010 Land Use and Circulation Elements Update. City approval of Tier 3 standards requires commitments by Hines to provide various "community benefits," which are subject to negotiation between Hines and the City and then memorialized in a Development Agreement. Based on the current state of those negotiations, among the community benefits Hines has agreed to provide are one -time payments for a buffer around the Olympic/26th Street Expo Station; a contribution toward formation of a Transportation Management Association (TMA); a contribution toward the cost of a bicycle sharing facility; a contribution for the City's Big Blue Bus system; a contribution for historic preservation programs; undergrounding certain existing overhead utility lines; and new streets, sidewalks, landscaping and traffic signals to divide the superblock into five parcels. Hines has also agreed to make annual payments over the useful life of the Project for operation of the TMA; operation of the bicycle sharing facility; child care facilities; and subsidized transit passes. The current estimates of these one -time and annual contributions are included in this analysis for informational purposes, but these amounts are for the stated uses and cannot be used to pay for the cost of basic City services. OVERVIEW OF THE FISCAL IMPACT ANALYSIS METHODOLOGY The tax revenue estimates presented in this memo are based on the first round of Project - related spending only — i.e., the tax revenues derived directly from Project construction and annual sales HRKA AoVlsoas, INC. RLRGAMOT I RANSII VIIIAC, I FISCAI IMPACTS Market Rate Affordable . Low Affordable • Very Low Residential Spam' NSF Units SF Unit Rent NSF Units SF Unit Rent NSF Units SF Unit Rent Studio 60,596 164 369 $1,600 1,084 3 361 $680 6,927 19 365 $567 1 BR 43,470 82 530 $2,500 540 1 540 $778 4,380 8 548 $648 1 BR Loft 13,923 24 580 $2,600 1,821 3 607 $648 2 BR 90,221 105 859 $3,175 2,523 3 841 $875 10,193 12 849 $729 2 BR Townhouse 60,771 62 980 $3,275 6,821 7 974 $729 Total 274,208 441 1 4,147 Wtd Wtd Avg Avg NSF Units SF Unit Rent Unit Total /Avg. 309,729 498 622 $2,253 Per Unit Total Residential 363,094 Commercial Space' NSF Units SF /Unit Rent Retail 29,391 13 2,261 $57.00 PSF Office 374,423 73 5,160 $54.00 PSF Parkin ' Spaces Retail /Office 1,189 Residential 747 ' Per Hines. 7 1 31,374 50 The Project proposes to utilize "Tier 3" development standards as provided by the City's 2010 Land Use and Circulation Elements Update. City approval of Tier 3 standards requires commitments by Hines to provide various "community benefits," which are subject to negotiation between Hines and the City and then memorialized in a Development Agreement. Based on the current state of those negotiations, among the community benefits Hines has agreed to provide are one -time payments for a buffer around the Olympic/26th Street Expo Station; a contribution toward formation of a Transportation Management Association (TMA); a contribution toward the cost of a bicycle sharing facility; a contribution for the City's Big Blue Bus system; a contribution for historic preservation programs; undergrounding certain existing overhead utility lines; and new streets, sidewalks, landscaping and traffic signals to divide the superblock into five parcels. Hines has also agreed to make annual payments over the useful life of the Project for operation of the TMA; operation of the bicycle sharing facility; child care facilities; and subsidized transit passes. The current estimates of these one -time and annual contributions are included in this analysis for informational purposes, but these amounts are for the stated uses and cannot be used to pay for the cost of basic City services. OVERVIEW OF THE FISCAL IMPACT ANALYSIS METHODOLOGY The tax revenue estimates presented in this memo are based on the first round of Project - related spending only — i.e., the tax revenues derived directly from Project construction and annual sales HRKA AoVlsoas, INC. RLRGAMOT I RANSII VIIIAC, I FISCAI IMPACTS by commercial uses and spending by households. Secondary and tertiary sources of tax revenue will also be generated as a result of indirect and induced economic activity that result from expenditures for construction and operation of the completed ProjeCt,2 but the amounts of these additional revenues, and the degree to which they will accrue to the City, are not susceptible to reliable estimation. Therefore, the estimates presented here understate, to some unknown degree, the actual tax revenues that the Project will produce for the City. The tax revenue estimates are based on a case study approach that utilizes a combination of data specific to the Project's land uses, generally accepted tax revenue estimating approaches and previous HR &A analysis for comparable projects. The estimates assume that all of the taxes that would now apply to the Project would remain in place and that these taxes would continue under the same tax formulas and rates that are now in effect. The analysis focuses primarily on revenues that will be recorded in the City's General Fund, along with estimates of a few non - General Fund revenue sources and certain revenue sources to the Santa Monica - Malibu Unified School District (SMMUSD) and Santa Monica College (SMC), for informational purposes. The cost to the City to provide public services to the Project is based on a per - capita estimation approach applied to both Project employees and Project residents (as discussed further below). The net annual fiscal impact of the Project is equal to the annual revenues it generates for the City's General Fund minus annual service costs paid out of the General Fund. The calculation of City service costs depend on how the accounting is performed, and whether "average" or "marginal" public service costs are used in the calculation. The marginal cost approach examines the degree to which a project's service demands can be accommodated by existing service capacities, or would cause the need for an expansion of capacity, which is consistent with the way traffic and other environmental impacts, are calculated. It is similar in concept to the approach used to measure incremental environmental impacts (e.g., incremental traffic impacts). On the other hand, the marginal cost approach does not account for the sunk (i.e., already expended) cost of producing any existing surplus service capacity, nor the opportunity cost when a project uses up existing service capacity that will then no longer be available to a future project. The marginal cost approach also does not include costs for services that historically do not actually change as each new project is developed. Alternatively, it is also possible to estimate the average costs of city services that are provided directly to commercial uses and households. This is a much more conservative method for estimating the cost of city services associated with a project, because it assumes that services are delivered to the project site at the same average cost as all development in a city. For consistency with the fiscal analysis conducted for the LUCE EIR process in 2010, we elected to use the more conservative average cost approach. FISCAL IMPACTS OF PROJECT CONSTRUCTION HR &A estimates that the Project will generate about $1.7 million in new, one -time, construction - related revenues from various taxes, as summarized in Table 2. Most of these one -time revenues (about $831,000) consist of the City's share of the sales tax on certain construction materials, assuming the construction contractor designates the Project site as the point of sales for construction material purchases. The balance comes from the business tax on the construction contractor's gross receipts and from the unit dwelling tax on the Project's new apartments. 2 Estimates of these "multiplier effect" impacts are presented in a separate HR &A analysis of the Project's general economic impacts in the City. HRB.A ADVISORS, INC. N RGAMOT TRANSIT VII IAGI I lS( bI. IMPACTS 15 Other one -time revenues include SMMUSD's share of the sales tax on construction materials, pursuant to an agreement between the City and the SMMUSD for sharing a sales tax surcharge approved by City voters. The one -time Community Benefit payments to be made by Hines to the City, per the draft Development Agreement are also shown in Table 2. The calculation details for the estimates of one -time construction - related revenues are included in Appendix A, Appendix Table 13. Note that these estimates do not include any planning and construction permit fees, because those City charges are generally set at levels that are intended to directly offset City staff time to process them, and therefore they do not represent net new revenue to the City. Fees for traffic and other environmental mitigation included are also omitted, because such fees are generally set at levels to offset direct Project impacts, and therefore also do not represent net new City revenues. Table 2 Bergamot Transit Village Center Fiscal and Other Revenue Impacts from One -Time Revenues During Construction 2013 $ One -Time Revenues to the City's General Fund Construction Materials Sales Tax $831,256 Contractor Business License Tax $738,715 Unit Dwel l i ng Tax $99,600 Total One -Time Revenues to the City's General Fund $1,669,571 Other One -Time Revenues Construction Materials Sales Tax (SMMUSD) S166,251 Total Other One -Time Revenues $166,251 One -Time Community Benefit Payments' Expo Buffer $2,000,000 TMA Contribution $30,000 Bike Share Faciltiy $20,000 Big Blue Bus $160,000 Power and Phone Line $1,350,000 Traffic Signals $560,000 Historic Preservation $75,000 New Streets, Sidewalks & Landscaping 51,958,683 Total One -Time Community Benefit Paymentsz $6,153,683 ' Per draft Development Agreement. z Not including thevalue of dedicated surface easements for new streets and sidewal ks. Prepared by: HR &AAdvisors, Inc. IFW,1t A ADVISolzS, Ir:c. I3FR ( �A0,01 1 RAIJSII VII IAGr- I I5CAJMPACTB 16 REVENUES FROM ANNUAL OPERATION OF THE COMPLETED PROJECT As summarized in Table 3, the Project is estimated to generate about $2.3 million in annual revenues to the City's General Fund, an additional $1.1 million in other revenues to the City, SMMUSD and SMC, and an additional $880,000 in annual Community Benefit payments. After accounting for the cost to provide City services to the Project's business and residents, the net fiscal impact to the City's General Fund will be approximately $420,000. Each annual tax revenue category utilizes a different estimation approach, which is briefly described below. Appendix A includes calculation worksheets for each tax category. I-IR &A AlwisoRS, II,IC. kFRGAM0 I TRANSIT VILLAGE FISCAL IMPACTS 17 Table 3 Bergamot Transit Village Center Net Fiscal and Other Revenue Impacts from Annual Operations Other Annual Revenues Property Tax (City Share of Voter-Approved indebtedness)' $28,984 Property Tax (City Share of Di rect Assessments)' 5508,807 City Revenue Subtotal $537,791 Sales Tax (SMMUSD) $36,086 Property Tax(SMMUSD Shareof Voter - Approved Indebtedness)' $194,900 Property Tax(SMMUSD Shareof Direct Assessments)' 51.124 SMMUSD Revenue Subtotal $232,109 Property Tax (SMC Share of Voter - Approved Indebtedness)' 8339,099 Total Other Annual Revenues $1,108,999 Annual Community Benefit Payments 2013$ Annual Revenues to City's General Fund $15,000 Property Taxi $594,442 MVLF I n. Li eu of Proeprty Tax' $134,491 Business License Tax $453,397 Sales Tax $180,428 Parking Tax $370,046 Utility Users' Tax $129,142 Licenses and Permits $322,115 Fines and Forfeitures $152,604 Total Annual Revenues to City's General Fund $2,336,664 Less: City Servi ceCosts (51.916.608) Net Fiscal Impact to City's General Fund $420,056 Other Annual Revenues Property Tax (City Share of Voter-Approved indebtedness)' $28,984 Property Tax (City Share of Di rect Assessments)' 5508,807 City Revenue Subtotal $537,791 Sales Tax (SMMUSD) $36,086 Property Tax(SMMUSD Shareof Voter - Approved Indebtedness)' $194,900 Property Tax(SMMUSD Shareof Direct Assessments)' 51.124 SMMUSD Revenue Subtotal $232,109 Property Tax (SMC Share of Voter - Approved Indebtedness)' 8339,099 Total Other Annual Revenues $1,108,999 Annual Community Benefit Payments TMA Contri buti on $15,000 B1 ke Share Faci Iity $25,000 Ch 11 d Ca re Contri buti on $ 200,000 Residential Transit Subsidy $112,946 Van Pool Subsidy $65,250 Empl oyee Pa rki ng Cash Out $456,748 Historic Preservation 55.000 Total Annual Recurring Community Benefits $879,944 ' Net increases over existing taxes. z Per draft Development Agreement. Prepared by: HR &AAdvisors, Inc. I- iF,"A. AownsoRS, IrtC. M WAno1 11PANSII VII IAGF FISr AI. IfJ,PACTS I P Net Property Tax Estimate. The property tax applicable to the Project site includes a one percent levy on the assessed value of land and buildings, which is distributed among different local public agency accounts, plus a proportional share of voter - approved indebtedness (calculated as a percentage of assessed value). The Project's assessed value is assumed to be equal to the capitalized value of the office /retail and apartment components at stabilized operation, per HR &A's separate analysis of the Project's residual land value. The City receives 13.9 percent of the one percent general levy for general governmental purposes at the Project's location? The Project will also be subject to various voter - approved bond measures, based on percentages of assessed value, and direct assessments whose charges are based on assessment- specific formulae. For example, the City receives direct assessment revenue for storm water cleanup and beach cleanup, while.SMMUSD receives operating revenue from a parcel tax, and both SMMUSD and SMC receive property tax to pay for school facility construction bonds. For calculation convenience, the analysis assumes that the current bond debt shares of assessed value and assessment shares of assessed value, as derived from the Project site's current tax bill, will remain about the same for the Project. See Appendix A, Appendix Table 4 for more details on the calculation methodology for each form of indebtedness and special assessment. The Project's property tax revenues to the City, SMMUSD and SMC are presented net of existing property tax revenues generated from the Project site today, as are all other property - related taxes discussed below. HR &A estimates that the net new property tax revenue to the City's General Fund will be approximately $594,000 at Project stabilization in 2016. Other net new property tax revenue generated from voter - approved indebtedness and direct assessments will be approximately $538,000 to the City, $196,000 to SMMUSD and $339,000 to SMC.4 All of the calculation details for the property tax estimates are included in Appendix A, Appendix Table 4. Net Motor Vehicle License Fee (MVLF) In Lieu Estimate. Beginning in 2005, the State reduced the Motor Vehicle License Fee from two percent to 0.65 percent. The State kept local government revenues whole by swapping the lost Motor Vehicle License Fee revenue for an equivalent amount of property tax revenue. In the City of Santa Monica, the rebate is equal to approximately 0.03 percent of Citywide assessed valuation. The Project's estimated revenues were calculated net of existing revenues to estimate net new MVLF in lieu revenues. Applying the rebate rate to the Project's assessed value, the Project will yield about $134,000 at stabilization. Further calculation details are included in Appendix A, Appendix Table 4. Business License Tax Estimate. The City collects a tax on the gross receipts (i.e., sales) earned by businesses within its boundaries, according to a tax rate schedule that varies by type of business and business category. Applying the City tax rates applicable to office tenants, retail tenants and real estate landlords to their respective sales, based on the Applicant's financial projections of earnings as the landlord, and HR &A's estimation of the future tenants' annual gross sales per square foot based on a periodic U.S. government economic survey, results in about an estimate of $453,000 in annual business license tax revenue to the City's General Fund. Further calculation details are included in Appendix A, Appendix Table 7. a Both SMMUSD and SMC also receive shares of the 1 % general levy, but since these net new revenues will be offset by a reduction in State financial aid under California's system of K -14 public school financing, this does not represent a net benefit to either school district. Accordingly, these property tax shares are not included in this analysis. 4 The net increase on SMMUSD's direct assessment parcel tax is derived from the planned re- division of, the site Into five parcels from two parcels currently. I -IRiCA Advisors, hoc. URGAMOr _I RAN I Vu IAG1 I SCAL IMPACTS 1 9 Sales Tax Estimate. The City receives 1.25 percent out of the 9.50 percent tax applicable to retail and certain other sales within the City limits that are subject to the State sales and use tax. The balance of the tax goes to the County and the State of California, although the City does receive some additional portions of the State and County sales tax shares for special purposes, including public safety, road maintenance and public transportation projects. In addition to the City's share, SMMUSD also receives 0.25 percent of the sales tax. The sales tax revenue projection for the Project's retail uses is based on HR &A's projection of sales that are subject to the sales tax. From these assumptions it is projected that the Project will generate about $180,000 per year in annual sales tax revenue to the City .5 SMMUSD would receive an additional $36,000 per year in sales tax revenue. All of the sales tax calculation assumptions are detailed in Appendix A, Appendix Table 5. Parking Tax Estimate. The City imposes a 10.0 percent tax on the cost of parking. This tax applies to the monthly parking fees for office and retail tenants and users and residents. Based on assumptions for parking revenue provided by Hines, it is estimated that the Project will generate approximately $370,000 to the City in annual parking tax revenue. The supporting calculation details for these estimates and projections are included in Appendix A, Appendix Table 8. Utility User's Tax Estimate. The City charges a 10.0 percent tax on the cost of electricity and the cost of natural gas.6 All of the Project's commercial and residential uses are subject to this tax. Using utility cost per square foot factors from the U.S. Department of Energy's Commercial Building Energy Consumption Survey and HR &A estimates of household utility costs, and applying the tax rates to those projected utility costs, it is estimated that the Project will generate about $129,000 to the City annually in utility users' tax revenue. The supporting calculation details for these estimates and projections are included in Appendix A, Appendix Table 9. Licenses and Permits Revenue Estimate. The City generates approximately $304 per resident - equivalent7 from licenses and permits. Using this factor and applying it to the projected number of resident - equivalents at the Project, it is estimated that the Project will generate about $322,000 annually to the City in license and permit fees. The supporting calculation details for these estimates and projections are included in Appendix A, Appendix Table 10. Fines and Forfeitures Revenue Estimate. The City generates approximately $144 per resident - equivalent from fines and forfeitures. Using this factor and applying it to the projected number of resident - equivalents at the Project, it is estimated that the Project will generate about $153,000 annually to the City in fines and forfeitures. The supporting calculation details for these estimates and projections are included in Appendix A, Appendix Table 10. ANNUAL CITY SERVICE COSTS AND NET FISCAL IMPACTS Projections of the cost to provide City services to the Project were calculated to determine the net fiscal impact to the City. This was accomplished by using a per - "resident- equivalent" average cost accounting approach for those City departments that provide direct services to households, businesses and institutions (e.g., Police and Fire). As noted above, this is a conservative estimating approach, because it assumes that City services are delivered to the Project at the same average 5 HR &A estimates that Project households will contribute only a very small amount of new taxable spending (i.e., about $400 annually), which is not included in this analysis. 6 Also: telephone and cable television, but these are not susceptible to reliable estimation. The term "resident- equivalent" is explained in more detail in the next section of this memo about City service costs. I IR&A Aovis(mS, livc 1IeecAM01 I RANSrr VILLAGE 1 ISCA[ 11APACTS I 10 cost per person as all other locations in the City, despite the fact that the Project provides some internal services (e.g., security) that would reduce these City -wide average costs. Only some City departments provide direct services to commercial business and residents, and only some of these are supported primarily by General Fund tax revenues, rather than fees for services, grants or other non - General Fund revenue sources. The departments that fit both of these categories include: Records & Elections, Police, Fire, Community & Cultural Services, Housing, Planning & Economic Development, Library, and Public Works (see Appendix A, Appendix Table 11 for list of impacted and non - impacted departments). Altogether, the FY 2011 -12 estimated actual appropriations for these seven departments, net of other departmental revenues, account for about 75 percent of all City departmental appropriations.$ Based on the number of City residents, the number of employees working in the City and the number of daily visitors to the City, expressed as resident - equivalents to reflect their presence in the City for only a portion of a day (see Appendix A, Appendix Table 3 for more details), it is possible to derive per - capita costs of each of these City services. The projections of the cost to provide City services to the Project were calculated using the direct on -site employment estimates derived from HR &A's separate Economic Impact Analysis and the projected residential population (see Appendix A, Appendix Table 12 for more details). It is estimated that City services provided to the Project will cost approximately $1.9 million annually, as shown in Table 4. Thus, the net fiscal benefit to the City after deducting these City service costs to the Project from Project- generated General Fund revenues will be approximately $420,000 per year. Table 4 Bergamot Transit Village Center Net Fiscal Impacts from Annual Operations 2019$ Total Annual Recurring Revenues to City's General Fund $2,336,664 Less: City Service Costs (51.916.608) Net Fiscal Impact to City's General Fund $420,056 Prepared by: HR &AAdvisors, Inc. We are available to answer any questions that you, Hines, City decision makers, or members of the public may have about the net fiscal impacts of the Project as presented in this memorandum. 8 City of Santa Monica, FY 2013 -15 Proposed Budget. AowsoKs, lu( . ISI R ,AMOI IRA) 1s[I V U V1(,l I ',(AI IrodPACI IS 1 1 1 APPENDIX A Detailed Calculations of Fiscal Impact Analysis Appendix Table 1 — Fiscal and Other Revenue Impacts ........................................... .............................13 Appendix Table 2 — Project Assumptions ..................................................................... .............................14 Appendix Table 3 — Project Resident Equivalents .................................................... ............................... 15 Appendix Table 4 — Estimated Property Taxes ........................................................ ............................... 16 Appendix Table 5 — Estimated Sales Taxes ................................................................ .............................17 Appendix Table 6 — Estimated Office Gross Sales Calculation ............................. ............................... 18 Appendix Table 7 — Estimated Business License Taxes .............................................. .............................19 Appendix Table 8 — Estimated Parking Taxes ............................................................ .............................20 Appendix Table 9 — Estimated Utility Users' Taxes .................................................... .............................21 Appendix Table 10 — Estimated Other Taxes ............................................................. .............................22 Appendix Table 11 — City Services Categories .......................................................... .............................23 Appendix Table 12 — Estimated City Service Costs ..................:................................ .............................24 Appendix Table 13 — Estimated Construction - Related Taxes .................................. .............................25 Appendix Table 14 — Estimated Community Benefit Payments ................................ .............................26 I111MAAovwscm;,Irc. RiacAA)I IM SIi V [It ,(;rPIS(AI1,VrA(rsI 1) Appendix Table 1 Bergamot Transit Village Center Fiscal and Other Revenue Impacts from Annual Operations and One -Time Revenues During Construction Annual Revenues to City's General Fund Property Tax' $594,442 $879,944 MVLF In Lieu of Proeprty Tax' $134,491 Business Ucense Tax $453,397 Sales Tax $180,428. Parking Tax $370,046 Utility Users' Tax $129,142 $1,669,571 Ucenses and Permits $322,115 Fines and Forfeitures $152,604 Total Annual Recurring Revenuesto City's General Fund $2,336,664 Less: City Service Casts 1 1 916AWBI Net Fiscal Impact to City's General Fund $2,000,000 $420,056 Other Annual Revenues $30,000 Property Tax (City Share of Vo ter - Approved Indebtedness)° $28,984 Property Tax(City Share of Direct Assessments)' 95.0$,8,07 City Revenue Subtotal $1,350,000 $537,791 Sales Tax (SMMUSD) $36,086 Property Tax(SMMUSD Share of Voter - Approved Indebtedness)' $194,900 Property Tax( SMMUSD Share of Direct Assessments)' $1,12.4 SMMUSD Revenue Subtotal $232,109 Property Tax(SMC She re of Vo ter - Approved indebtedness)' $332,099 Total Annual Other Revenues $1,108,999 Annual Community Benefit Payments' TMAContribution Bi ke She re Fact l ity Child Care Court buti on Rest denti a l Tra ns l t Subs] dy Van Pool Subsidy Employee Parking Cash Out Historic Preservation Total Annual Recurring Community Benefits $15,000 $25,000 $200,000 $112,946 $65,250 $456,748 $5.000 $879,944 One -Time Revenues to the City's General Fund Construction Materials Sa I Tax $831,256 Contractor Business License Tax $738,715 Uni t Dwel It ng Tax $99,600 . Total One -Time Revenues to the City's General Fund $1,669,571 Other One -Time Revenues Construction Materials Sales Tax (SMMUSD) $166,251 Total Other One -Time Revenues $166,251 One -Time Community Benefit Payments' Expo Buffer $2,000,000 TMAContribution $30,000 Bike Share Facility $20,000 Big Blue Bus $160,000 Power and Phone Une $1,350,000 Traffic Signals $560,000 Historic Preservation $75,000 New Streets, Sidewalks & Landscaping 51358.683 Total One -Time Community Beneflt Paynnentsa $6,153,683 ' Net Increases over existing taxes. ' Per draft Development Agreement. ' Not including thevalue of dedicated surface easements for new streets and sidewalks. Prepared by: HR &AAdvisors, Inc. I R,XAAlomOB,ll,IC. IS RGAMOt IRhldsn VII lr,(',I I S(7.l lMI)A(ISI '13 Appendix Table 2 Bergamot Transit Village Center Project Assumptions Studio 60,596 164 369 $1,600 1,084 3 361 $6801 6,927 19 365 $567 1 BR 43,470 82 530 $2,500 540 1 540 $778 4,380 8 548 $648 1 BR loft 13,923 24 580 $2,600 1,821 3 607 $648 2 BR 90,221 105 859 $3,175 2,523 3 841 $875 10,193 12 849 $729 2 BR Townhouse 60,771 62 980 $3,275 6,821 7 974 $729 3 BR 5,227 4 1,307 $4,420 1,232 1 1,232 810 Total 274,208 447 4,147 7 31,374 50 Wtd Avg Wtd Avg NSF Units SF Unit Rent Unit Total /Avg. 309,729 498 622 $2,458 Per Unit Total Residential 363,094 Commercials aces NSF Units SF Unit Rent Retail 29,391 13 2,261 $57.00 PSF Of 374,423 73 5,160 $54.00 PSF Parkins Spaces Retail /Office 1,189 Residential 747 s Per Hines. - I1IN .^ ADVISORS, IIac. 131_RGAMOI I °ANSII VIIIA( -,f IS( At IMPAC15 I I,! Appendix Table 3 Bergamot Transit Village Center Project Resident - Equivalents Population in Households' Out - Commuting Resident Workers Group Quarters Population Remaining Residential Population Subtotal Non - Resident Daytime Employment Population Subtotal Visitor Population Overnight & Day Visitors Non - Resident Beach Visitors Subtotal Grand Totals Number %of Day in City Resident - Equivalents 37,894 67% 25,389 2,126 50% 1,063 50,357 100% 50,357 90,377 76,809 72,270 24% 17,345 72,270 17,345 12,822 75% 9,617 7,797 7% 546 20,619 10,162 183,266 104,316 ' Population per 2011 ACS, U.S. Census Bureau. z Out - communting resident wokers per Longitudinal Employment Housing Data, 2011, U.S. Census Bureau. 3 In- communting residentwokers per Longitudinal Employment Housing Data, 2011, U.S. Census Bureau. 4 Data per City of Santa Monica Land Use & Circulation Element, Opportunities & Challenges, Table 3.1 -5. s Does not include non - resident Santa Monica college students or non - resident students attending SMMUSD on permit. I11M�AAlwrn oiz;,li.c. M- RGA1,1,01 IPAHSn V11 A(i FIS<Al Wd'ACISI 15 Appendix Table 4 Bergamot Transit Village Center Estimated Property Taxes Stabilized Valuation' General Levy Office /Retail City General Fund Revenue $2,346,757 N01 $14,712,487 $23,468 Cap Rate ¢,$q $3,270 Valuation $234,759,544 SMC Revenue Residential Units 0.03% $740 N01 $9,373,088 City Revenue Cap Rate 4.8%, $159 Valuation $194,260,886 $1,865 Grand Total (2013 $) $429,020,430 $1,072 Motor Vehicle License Fee (MVLF) In Lieu - City MVLF in Lieu of Property Tax $7,565,006 $2,799 Citywide Assessed Value $24,000,000,000 $749 MVLF In Lieu Shareof Assessed Valuation' 0.032% Project Tax General Levy 1.0% $4,290,204 Clty General Fund Revenue 13.9% $597,712 WILE In Lieu City Revenue 0.03% $135,231 Voter indebtedness' City Revenue 0.7% $29,143 SMC Revenue 7.9% $340,964 SMMUSD Revenue 4.6% $195,972 Direct Assessments' City Revenue' 0.1% $511,605 SMMUSD Revenue $375 $1,873 Existing Tax° General Levy Assessed Value City General Fund Revenue $2,346,757 General Levy 1.0% $23,468 City General Fund Revenue 13.9% $3,270 MVLF In Ueu $28,984 SMC Revenue City Revenue 0.03% $740 Voter lndebtedn.s City Revenue City Revenue 0.7% $159 SMC Revenue 7.9% $1,865 SMMUSD Revenue 4.6% $1,072 Direct Assessments' - City Revenue4 0.1% $2,799 SMMUSD Revenue $375 $749 Net New Property Tax° General Levy City General Fund Revenue $594,442 MVLF In Lieu City Revenue $134,491 Voter Indebtedness City Revenue $28,984 SMC Revenue $339,099 SMMUSD Revenue $194,900 Direct Assessments City Revenue $508,807 SMMUSD Revenue $1,124 c Per Hines and HR &A Residual land Value Analysis. ' City WE in Lieu of Property Tax is calculated as a percent of total City assessed valuation. ' Assumes tax rates effective 1/1/2013 remain In effect throughout projection period. 4 City has two direct assessments: storm water fee and clean beach tax. I LA County Assessor Data. Project minus existing. Does not includegeneral levy property tax shares to SMMUSD or SMC because such revenues are not a source of net new revenue. I III& l ADVISORS, INC. PI RSAM01 1 RA11SII VIII A(;I I =1S( AI. IMPACTS 1 1 f., Appendix Table 5 Bergamot Transit Village Center Estimated Sales Tax City's Sales Tax Rate' 1.25% Annual Sales Tax Revenue (2013 $) $180,428 Other Sales Tax Rate(SMMUSD)' 0.25% Annual Sales Tax Revenue (2013$( $36,086 Per Hines. 3 Per Hi nes and HR &A, Advisors l nc. ' Assumes tax rates effective 1/1/2013 remain 1n effect without cha nge over the projection period. I -IN, A AiIVISORS, INC. kFRGAM0I' 1 R.ANSIT VII IAC%E 115( AI. IMPACTS I I / Gross Sales Annual Gross Sales Annual Taxable Tenant T es NSF Per SF' Annual Gross Sales with S%Vacancy Taxable% Retail Sales Restaurants 15,500 $650 $10,075,000 $9,571,250 100% $9,571,250 Coffee Shop 1,000 $350 $350,000 $332,500 75% $249,375 Mini - Grocer 2,000 $500 $1,000,000 $950,000 50% $475,000 Misc Retailers 10,891 $400 54.356.400 54.138580 100% 54.138.580 Totals $29,391 $15,781,400 $14,992,330 $14,434,205 City's Sales Tax Rate' 1.25% Annual Sales Tax Revenue (2013 $) $180,428 Other Sales Tax Rate(SMMUSD)' 0.25% Annual Sales Tax Revenue (2013$( $36,086 Per Hines. 3 Per Hi nes and HR &A, Advisors l nc. ' Assumes tax rates effective 1/1/2013 remain 1n effect without cha nge over the projection period. I -IN, A AiIVISORS, INC. kFRGAM0I' 1 R.ANSIT VII IAC%E 115( AI. IMPACTS I I / Appendix Table 6 Bergamot Transit Village Center Estimated Office Gross Sales Calculation Aovksoks, lw . 13 WAMOi I RANSH Vu IAC,e 1 9SV 1 InAPACIS I 18 Employer sales, shipments, receipts, Number of revenue, or business Number of paid employer done Annual payroll employees establishments' 1$1,000)' ($1,000)' per pay period' City of Santa Monica Total 27,780 $55,265,950 $15,166,017 263,239 Gross Receipts per Establishments $1,989,415 Gross Recel pis per Employee $209,946 Gross Receipts per Square Foot' $763 Nentfor Non - Taxable Receipts' $229 U.S. Census Bureau, 2007 Economic Census. l 275 square feet per employee, per City of Santa Monica, Land Use and Circulation Element. ' 70% adjustment, per gross recepits data from Ocean Park Business Park and Lantana Office Park, provided by Santa Monica Finance Department. Aovksoks, lw . 13 WAMOi I RANSH Vu IAC,e 1 9SV 1 InAPACIS I 18 Appendix Table 7 Bergamot Transit Village Center Estimated Business License Tax Landlord Gross Receipts 498 Tenant Gross Receipts @ 95% Occupancy Office Space Monthly Rental Rate per Unit' If Off ice Tana nts 73 Net Squa re Feet' 374,423 Sales per Tenant $1.122.612 Occupied Squa re Footage (95%) 355,702 Office Sales' $81,467,069 Annual Rental Rate (Full Gross)' S54.00 If Retail Tenants 13 Annual Rental Income $20,768,886 Sales per Tenant $1.153.256 Parking income° 52.822.660 Retail Sales' $14,992,330 Office Total income $23,591,546 S38 565 Total (2013 $) Retail Soace Net Square Feet' 29,391 Occupied Square Footage(95 %) 28,215 Annual Rental Rate(NNN)' 851,00 Retail Total income $1,675,287 Residential Units Units' 498 Occupied Units 473 Monthly Rental Rate per Unit' $2,958 Annual Rental Income' $13,462,920 Premium income' $102,090 Parking income' $877,800 Other Income' $993,888 Residential Total Income $14,846,698 ' Per Hines and HR &Aresldual land Value Analysis. d See Off! ce Gross Sales CaIcuI at! on In Append ix Table6. ' See Sales Tax calculation in Append! x Table S. See Parking Tax calculation in Appendix Table 8. 5 See weighted average rent!n Appendix Table 2. 6 Assumes tax rates effective 1/1/2013 remain in effect without changeover the projection period. AiwisO2S, ANC, kiR(,AMOT I PANSII V11IAt;[ RS( Al MPA( S I I u Less: $60,000 Per Gross Sales Building or Tenant Taxable Sales Tax Per $1,0006 Tax Amount Landlord income $40,113,531 $60,000 $40,053,531 $1.25 $50,067 Retail Tenant $14,992,330 $780,000 $14,212,330 $1.25 $17,765 Office Tenant $81,467,069 $4,354,152 $77,112,917 $5.00 S38 565 Total (2013 $) $453,397 ' Per Hines and HR &Aresldual land Value Analysis. d See Off! ce Gross Sales CaIcuI at! on In Append ix Table6. ' See Sales Tax calculation in Append! x Table S. See Parking Tax calculation in Appendix Table 8. 5 See weighted average rent!n Appendix Table 2. 6 Assumes tax rates effective 1/1/2013 remain in effect without changeover the projection period. AiwisO2S, ANC, kiR(,AMOT I PANSII V11IAt;[ RS( Al MPA( S I I u Appendix Table 8 Bergamot Transit Village Center Estimated Parking Tax Parking Space Revenueper Annual Allocation' Month' Revenue City Tax2 Park! ng Tax Residential' 665 110 $877,800 10% $87,780 Revenue per Annual NSP1 Year' Revenue City Tax2 Parking Tax Office /Retail 374,423 $7.54 $2,822,660 10% $282,266 Parking Tax Revenue (2013 $) $370,046 ' Per Hines. 2 Assumes tax rates effective 1/1/2013 remain in effect wi th o ut changeover the projection period. ' Only applies to market rate residential parking, affordable units are not charged parking fees. A AwisORS, INC. 131 RGAW)l I PAI�VIT VII IA<,[ I N AI IMPA(.IF, 12) Appendix Table 9 Bergamot Transit Village Center Estimated Utility Users' Taxes Retail/Office Gross SF Cost / Sq Ft' Total Cost City Tax Tax Revenue Electricity 444,195 $1.63 $724,038 10.00% $72,404 Gas 444,195 $0.23 $102,165 10.00% $10,216 Residential Units Cost / Unit3 Total Cost City Tax' Tax Revenue Electricity & Gas 498 $934.17 $465,218 10.00% $46,522 Totals (2013 $)3 ` Per U.S. Department of Energy 2006 Commercial Building Energy Consumption Survey, inflated to 2013. ' Assumes tax rates effective 1/1/2013 remain in effect without change over the projection period. 3 Per U.S. Department of Energy 2009 Residential Energy Cosumption Survey, inflated to 2013. $129,142 I1Rft,AADVISORS,h,tc. l '(W,/,A(-)rIMIAMI Vu AGI FIS(Al IYaFAC15I 2 1 Appendix Table 10 Bergamot Transit Village Center Estimated Other Taxes Residential Units Renter Occupied Persons per Household) Residential Resident - Equivalents Office Resident- Equivalents' Retail /Parking Resident- Equivalents3 Grand Total Project Resident - Equivalents Fines and Forfeitures FY2012 -2013 Estimated Actual Revenues° Total Resident- Equivalentss Per Resident - Equivalent Annual Revenues (2013$) Licenses and Permits FY 2012 -2013 Estimated Actual Revenues° Total Resident- Equivalentss Per Res i dent -Equ i va lent Annual Revenues (2013$) 1 Per 2011 ACS, U.S. Census Bureau. %of Day in Resident - City Equivalents 498 163 803 88% 710 1,399 24% 336 89 24% 21 $15,045,000 104,316 $144.23 $31,756,901 104,316 $304.43 $153,904 $324,860 z 88 %equals weighted average between out - commuting resident - workers and remaining residential population. 3 See HR &A Economic l ma pct Ana lysis. 4 Per FY 2013 -2015 Proposed Budget City of Santa Monica. 5 See Resident - Equivalent calculation in Appendix Table 3. HRR A JADVI$ORS, INC. 1$1 RGAMOI I BAI,NI VII IA(,[ Fir;( Al IMPM,IF, 122 Appendix Table 11 Bergamot Transit Village Center City Service Cost Categoreis I Per FY 2013 -2015 Proposed Budget, City of Santa Monica, I IRo.P, ADVISORS, INC. 131 RC ANA01 I RAN511 V11I/ (,1= IIS( AI MPACTS I '1.i Impacted by Not Impacted by City Service Catoegoriesl Project Project City Council O City Manager ❑ Records & Election Services City Attorney O Finance ❑X Human Resources 0 Informaiton Technology O Planning & Community Development O Police ❑O Fire O Community & Cultural Services !] Li bra ry 0 Housing & Econ Development 0 Public Works 0 I Per FY 2013 -2015 Proposed Budget, City of Santa Monica, I IRo.P, ADVISORS, INC. 131 RC ANA01 I RAN511 V11I/ (,1= IIS( AI MPACTS I '1.i Appendix Table 12 Bergamot Transit Village Center Estimated City Service Costs Project Residential Units Renter Occupied Persons per Household Residential Resident- Equivalents ° Office Resident- Equivalents s Retail/Parking Resi dent -Equi va I entss Total Resident - Equivalents Cost per Resident - Equivalent (from above) Total Cost of City Services (2013 $) Number %of Day in City Resident - Equivalents 498 803 88% 710 1,399 24% 336 89 24% 21 1,067 $1.811.38 $1,932,941 ' FY 2013 -15 Proposed Budget, City of Santa Monica. 2 See Appendix Table 3. 3 Per 2011 ACS, U.S. Census Bureau. 88% equals weighted average between out - commuting resident - workers and remaining residential population. 5 See HR &A Economic Impact Analysis. I- IRfIA/ADVISORS, IN( . M(e AMOIIRAi,isn V1 IAr,rI9,(A! IMPM IS I 2A, 2012 -2013 Rev. Total Resident- Cost Per Resident- Budget' Equivalent Population Equivalent Records & Election Services $2,755,331 104,316 $26.41 Police - $73,644,046 104,316 $705.97 Fire $31,488,227 104,316 $301.85 Community & Cultural Services $35,844,827 104,316 $343.62 Library $11,454,656 104,316 $109.81 Housing& Econ Development $7,001,264 104,316 $67.12 Public Works $26,767,763 104,316 $256.60 Total Operating Budget, $188,956,114 $1,811.38 from Impacted Departments Project Residential Units Renter Occupied Persons per Household Residential Resident- Equivalents ° Office Resident- Equivalents s Retail/Parking Resi dent -Equi va I entss Total Resident - Equivalents Cost per Resident - Equivalent (from above) Total Cost of City Services (2013 $) Number %of Day in City Resident - Equivalents 498 803 88% 710 1,399 24% 336 89 24% 21 1,067 $1.811.38 $1,932,941 ' FY 2013 -15 Proposed Budget, City of Santa Monica. 2 See Appendix Table 3. 3 Per 2011 ACS, U.S. Census Bureau. 88% equals weighted average between out - commuting resident - workers and remaining residential population. 5 See HR &A Economic Impact Analysis. I- IRfIA/ADVISORS, IN( . M(e AMOIIRAi,isn V1 IAr,rI9,(A! IMPM IS I 2A, Appendix Table 13 Bergamot Transit Village Center Estimated Construction Related (One -Time) Taxes Construction Materials Sales Tax Ha rd Constructi on Cost - Off ice /Reta i 11 $124,304,827 Hard Construction Cost - Residential' $121.993.348 Hard Construction Cost of New Development $246,298,175 Materials Share' - 60.00% Materials Sha re Subj ect to Ta x' 50.00% Materials ShareSubjectto Tax in Santa Monica' 90.00% Tax Rate 1.25% One -Time Revenue (2013 $)° $831,256 Construction Materials Sales Tax (SMMUSD) Ha rd Construct! on Cost - Off ice /Reta i 1' $124,304,827 Hard Construction Cost- Residential' 5121.993.348 Hard Construction Cost of New Development $246,298,175 Materials Share' 60.00% Materials Share Subject to Tax' 50.00% Materials Share Subject to Tax in Santa Monica' 90.00% Tax Rate' 0.25% One -Time Revenue (2013 $)° $166,251 Construction Business License Tax Contractor's Tax Total Hard Construction Costs $246,298,175 Less: $60,000 /Project $60,000 Gross Receipts- $60,000 /Project $246,238,175 Tax Rate' Per $1,000 >$60,000 $3.00 One -Time Revenue (2013 $) $738,715 Unit Dwelling Tax Total Dwelling Units 498 Tax Rate Per Dwel ling Unit $200 One -Time Revenue (2013 $) $99,600 1 Per Hines and HR &A Residual Land Val ue Analysis. ' Per HR &A. 3 Assumes tax rates effective 1/1/2013 remain in effect without change over the projection period. 4 Assumes Project site is registered as point of sale for all construction materials. HRf A ADVISORS, INC. hi ROAM( )] I RAH5n VII LA( [ I is( AI. IA4PACis 12.5 Appendix Table 14 Bergamot Transit Village Center Estimated Community Benefit Payments Annual Recurring Community Benefit Payments TMA Contri buti on $15,000 Bi ke Share Faci l ity $25,000 Child Care Contribution $200,000 Residential Transit Subsidy $112,946 Van Pool Subsidy $65,250 Employee Parking Cash Out $456,748 Historic Preservation S5,000 Total Annual Recurring Community Benefit Payments $879,944 One -Time Community Benefit Paymentsl Expo Buffer - $2,000,000 TMA Contribution $30,000 Bike Share Faciltiy $20,000 Big Blue Bus $160,000 Power and Phone Line $1,350,000 Traffic Signals & Synchronization $560,000 Historic Preservation $75,000 New Streets, Sidewalks & Landscaping $1.958.683 Total One -Time Community Benefit Paymentsl $6,153,683 1 Per draft Development Agreement. z Not including the value of dedicated surface easements for new streets and sidewalks. A ADVISORS, IN( . BL R( AMAOI I RANIS11 VII I/.(,[ I M AI. 11APACTS I 2G FIN ar_Ta:IIT 14zIc Anely7e. Advise. Act. 2£300 281h Street, Suile 325, Santa Monica, CA 90405 1: 310 'i8 1 -0900 1 1`: 310 58 "1 -0910 1 www. h ra m lviso ns, com MEMORANDUM To: Jing Yea, City of Santa Monica From: Paul J. Silvern and David Berneman Date: August 29, 2013 Re: Estimates of Economic Impacts from Construction and Annual Operation of the Bergamot Transit Village Center At your request, HR &A Advisors, Inc. (HR &A) prepared estimates of the scale of impact that the Bergamot Transit Village Center mixed -use development will have on the City of Santa Monica's ( "City ") economy. The development, which is being proposed by Hines, Inc. ( "Hines ") for a 7.1- acre site fronting Olympic Boulevard between 26th Street and Stewart Street, consists of 498 residential units, of which 57 will be designated as affordable units; approximately 29,000 net square feet of neighborhood retail; approximately 374,000 net square feet of creative office space; and about 1,930 parking spaces ( "Project "). Following a summary of the economic impact analysis results, this memo describes how Project - related economic impacts were estimated and projected. SUMMARY OF BERGAMOT TRANSIT VILLAGE CENTER IMPACTS IN THE CITY OF SANTA MONICA ECONOMY The "economic impact" of the Project, as used in this analysis, is the incremental difference that its construction and annual operation will make to the number of people employed, employee compensation earned (i.e., wages and benefits) and the resulting circulation of dollars throughout the City economy. Using a well - established input- output economic model for the County of Los Angeles, which has been tailored to the City economy based on the City's ZIP codes, estimates were made of the Project's economic impact. The estimates include the "direct" effects of the Project (i.e., the construction expenditures and annual operation of the Project once it is completed), as well as the "multiplier effect" from the circulation of these direct impacts within the City economy. Based on the IMPLAN model analysis, we conclude that the development of the Bergamot Transit Village Center will have the following impacts in the City's economy (all dollar - denominated impacts are stated in 2013 dollars): [W&A Advisors, Inc, I Los AnccMes 1 New Yodc I Washington, D.C. Construction Impacts The total planned private investment of $242 million (2013 $) to construct the Project translates to the following economic impact results: • About 2,325 total jobs (i.e., direct on -site + "multiplier effect "). o Of which about 1,781 will be on -site construction jobs. About $109 million (2013 $) in compensation paid to workers directly and indirectly associated with project construction. o Of which about $83 million (2013 $) will be paid to on -site construction workers. About $322 million in total economic output (2013 $). o Including an approximately $246 million (2013 $) private investment in hard construction. Annual Operations Impacts The Project's new retail, office and residential uses will have the following net new economic impacts once construction has been completed and the Project has achieved stabilized operation: About 2,109 total jobs (i.e., direct on -site + "multiplier effect ") o Of which 1,448 jobs will be located in commercial space on site. About $146 million (2013 $) in compensation paid to workers directly and indirectly associated with annual project operation. o Of which $113 million (2013 $) will be paid to on -site workers. • About $385 million in total economic output (2013 $). o Including $282 million (2013 $) associated with business operations on site, measured in producer prices. PROJECT DESCRIPTION The Project site is located at 1681 26th Street in the eastern portion of the City, and across the street from the future Olympic/26th Street Station for the Los Angeles County Metropolitan Transit Authority's (Metro) Exposition (Expo) Light -Rail line, which will connect downtown Santa Monica to downtown Los Angeles. The approximately 7.1 -acre project site is a flat, linear, shaped parcel, consisting of two legal lots bound by Olympic Boulevard to the south, 26th Street to the west, commercial office uses to north, and Stewart Street to the east. The Project has been analyzed in a Draft and Final Environmental Impact Report (EIR). Subsequent to publication of the Draft EIR, and in response to public input and comment, Hines announced its intention to pursue Alternative 3 (Residential Project Alternative), which is described and analyzed thoroughly in Draft EIR Chapter 6 (Alternatives to the Proposed Project). Alternative 3 includes demolition of the approximately 206,000 sf of vacant industrial and office buildings, surface parking areas, and limited vegetation currently located on the Project site and construction of five mixed -use buildings that would house creative office, retail /service, and residential uses totaling approximately 895,998 gross sf of building area, as well as subterranean parking and ground floor recreational open space, as illustrated in Figure 1, on the following page.l I This version of the Project represents a further refinement of the originally - proposed Project which resulted from input and comments received from the City Council, Planning Commission, and the public. At the time of the Initial Study /Notice of Preparation (November 16, 2010), Hines had proposed an approximately 957,000 total square I IR &A ADVIS016, INC. URGAMOT TRANSIT VIIIAGR ECONOMIC IMPACIS 1 2 c 0 d d N a c v v e 0 v v 5 m Z. U WO 2 Z 3 a w r i �I F 19 I U WO 2 Z 3 a w r Based on further information provided by Hines, the details of the Project's land uses that have been utilized in the analysis presented herein are shown in Table 1. Table 1 Bergamot Transit Village Center Project Assumptions Studio 60,596 164 369 $1,6001 1,084 3 361 $680 6,927 19 365 $567 S BR 43,470 82 530 $2,5001 540 1 540 $778 4,380 8 548 $648 1 BR Loft 13,923 24 580 $2,600 1,821 3 607 $648 2 BR 90,221 105 859 $3,175 2,523 3 841 $875 10,193 12 849 $729 2 BR Townhouse 60,771 62 980 $3,275 6,821 7 974 $729 Total 274,208 441 I 4,147 7 1 31,374 50 Wtd Wtd Avg Avg Unit Total /Avg. I 309,729 498 622 $2,253 Per Unit Total Residential 363,094 Commercial Space' NSF Units SF Unit Rent Retail 29,391 13 2,261 $57.00 PSF Office 374,423 73 5,160 $54.00 PSF Parkin' Spaces Retail /Office 1,189 Residential 747 Per Hines. OVERVIEW OF THE (MPLAN INPUT - OUTPUT MODEL Employment and other economic impacts related to the construction of the Project and its annual operation once it is completed, were estimated using the IMPLAN input - output model and data specific to Los Angeles County as of 2011, which is the latest year for which model data are available, and then modified to fit the boundaries of the City based on ZIP codes. Input- output analysis is an economic impact modeling method for understanding the interactions among the industries in a local economy that result from investment in a new development project or other economic changes. In form, it resembles a giant matrix, or spreadsheet, in which the "inflows" of goods and services needed by an industry (i.e., the purchasing sectors) are the columns and the rows consist of the outputs, or selling sectors. This type of economic model enables analysis of the specific sectors in an area's economy that are affected, and by how much, when a dollar's worth of investment, new employment or other measure of "final demand" is added to a particular sector or sectors. These inter- industry relationships can be expressed in terms of dollar impacts (measured in producer prices) or employment impacts. (MPLAN is a widely accepted model that HR &A and many others, including many public agencies, use to estimate the economic consequences of new investment in, or other changes to, a local or regional economy. It explicitly accounts for impact "leakage," or the fact that not all economic impacts are necessarily experienced inside the geographic area under study. The (MPLAN model ADVISORS, W(. BERGAMOT TRANSIT VILIAGF ECONOMIC IMPACTS can be used to generate estimates of direct, indirect and induced employment, compensation (i.e., wages and benefits) and total economic output (i.e., a summary measure of all spending and economic activity), for both the construction phase of a project, and annually, once it has been completed and occupied. "Employment" includes all individual full -time and part -time jobs, regardless of whether they are permanent or temporary, and self - employed persons as well as wage and salary workers. "Direct" impacts include the investment in Project construction, and for the completed Project, retail and business sales and local household spending. Therefore, the direct impacts occur at the Project site wholly within the City. "Indirect" impacts are those resulting from construction contractor purchases of goods and services to support Project construction, and goods and services purchased by Project retailers and office tenants to support their business operations. These occur elsewhere in the City. "Induced" impacts result when direct and indirect employees (related to construction and annual business operations) spend their compensation on consumer and other household - related goods and services, plus local spending from the Project's new dwelling units, both market rate and affordable. These impacts are spread throughout the City. The indirect and induced effects are together sometimes referred to as the "multiplier effect" of the direct impacts. ECONOMIC IMPACTS OF PROJECT CONSTRUCTION The economic impact estimates for Project construction are based on Hines' and HR &A estimates of all hard construction costs, including site - related work, building construction, parking construction, public amenities construction and tenant improvements (see Appendix A, Appendix Table 1 for more details). Further details about these costs are also provided in companion HR &A memoranda about the Project's residual land value and net fiscal impacts. These final demand values are assigned to the applicable commercial and residential construction sectors in the IMPLAN model, which then generates the direct, indirect, induced employment, employee compensation and economic impacts associated with Project construction. These are, essentially, one -time impacts that occur incrementally over the months of Project construction. This analysis assumes that construction will occur in stages between 2014 and 2016, with a grand opening in 2016. The component results of the IMPLAN analysis are summarized in Table 2. IMPLAN model results by individual industry sector, for employment, compensation and output are included in Appendix A. ADVISORS, INC. RERGAA101 TRANSIT VILLAGE F(ONOMIC IMPACTS 1 5 Table 2 Bergamot Transit Village Center Employment and Other Economic Impacts In City of Santa Monica Economy from CONSTRUCTION, 2013 Dollars Impact Category Direct Impact Indirect Impact Induced Impact Total Impact' Employment Construction 1,781 Other 0 Total - 1,781 Employee Compensation $82,618,572 0 0 1,781 304 239 544 304 239 2,325 $16,060,956 $10,281,918 $108,961,447 Total Economic Output $246,298,174 $43,084,329 $32,689,672 $322,072,175 1 Totals may not sum precisely due to independent rounding. Sources: Hines; Minnesota IMPLAN Group, Inc.; HR &A Advi sors, Inc. ECONOMIC IMPACTS OF ANNUAL PROJECT OPERATION The annual economic impacts of the Project, once it is completed, were also derived from the IMPLAN model. In this case, final demand is defined in terms of the estimated number of direct jobs on site. The direct jobs were estimated using the same employment density factors that were utilized in preparing analysis of the City's 2010 Land Use and Circulation Elements update (i.e., 275 square feet per office job and 425 square feet per creative retail job), in addition to an HR &A parking space per job factor to account for parking garage staff (i.e., 100 spaces per job). HR &A also made assumptions about the distribution of commercial office jobs between four general industry sectors that are consistent with City's definition of "creative office" uses (i.e., 25% of the total jobs estimate assigned to businesses in motion pictures production and distribution, architectural and engineering services, computer programming, and other design services). Further details about these direct employment estimates are provided in Appendix B, Appendix Table 3. IMPLAN was then used to translate the numbers of direct jobs by industry sector into total jobs, total compensation and total economic output impaCtS2 in the City's economy. In addition to using direct jobs to account for the impacts derived from the various non - residential components of the Project, projected household spending by Project residents was used to derive induced impacts from the residential components of the Project. Household spending estimates were generated using factors derived from the U.S. Bureau of Labor Statistic's annual Consumer Expenditure Survey, by household income brackets, and factored to account for estimated shares of spending likely to occur within Santa Monica, and net of spending at the Project's on -site retail and dining businesses to avoid impact double counting (i.e., the analysis separately accounts for the jobs - related impacts of the Project's on -site retail and dining businesses). The applicable household income brackets were derived using standard assumptions about the relationship between monthly rent and household income required to pay rent. Further details regarding the household income and spending estimates can be found in Appendix B, Appendix Table 4. 2 As noted above, IMPLAN expresses economic output in producer prices, not consumer prices. Therefore "direct" (i.e., on -site) output is not always the same as "sales." For example, IMPLAN converts many categories of gross retail sales to output using "margins" to eliminate the manufacturing, transportation and wholesale costs associated with the consumer sale price of retail goods. For the Project's restaurants and commercial office uses, economic output is equal to sales. NR &A ADVISORS, kc. 11FRGAM01 I RANSrt VILLAGE k 01 ,1OMIC IMPACTS 1 6 The component results of the IMPLAN analysis are summarized in Table 3. IMPLAN model results by individual industry sector, for employment, compensation and output are included in Appendix B. Table 3 Bergamot Transit Village Center Employment and Other Economic Impacts in City of Santa Monica Economy from ANNUAL OPERATION, 2013 Dollars Impact Category Direct Impact Indirect Impact Induced Impact Total Impact' Impacts from Commercial Operations Employment 1,448 334 255 2,037 Employee Compensation $113,039,624 $18,627,547 $10,973,795 $142,640,966 Total Economic Output $281,973,438 $58,277,300 $34,876,600 $375,127,338 Impactsfrom Spending by Households Employment 0 0 72 72 Employee Compensation $0 $0 $3,116,988 $3,116,988 Total Economic Output $0 $0 $10,002,515 $10,002,515 TOTAL PROJECT IMPACTS Employment 1,448 334 327 2,109 Employee Compensation $113,039,624 $18,627,547 $14,090,783 $145,757,954 Total Economic Output $281,973,438 $58,277,300 $44,879,115 $385,129,854 ' Totals may not sum precisely due to independent rounding. Sources: Hines; Minnesota IMPLAN Group, Inc.; HR &A Advisors, Inc. We are available to answer any questions that you, Hines, City decision makers, or members of the public may have about the economic impacts of the Project on the City's economy as presented in this memorandum. I IRA,A ADVlSO2S, INC. I3IRGAMOI IRAHSII VIIIACI I CO1,10WC IOWA( 15 I/ FT-TOPMPT MW Sector by Sector IMPLAN Results - Construction Appendix Table 1 — Construction Inputs Appendix Table 2 — Construction IMPLAN Results MA ADVISORS, INC. BERGAMOT 1 RANSIT VILLAGE IN 10 Appendix Table 1 Bergamot Transit Village Center Construction Inputs Hard Construction Land Use Cost (2013 $) IMPLAN Sector Name Office /Retail $124,304,827 34 Commercial & Institutional Bldgs. Residential 5121.993.348 37 Residential Bldgs. Total $246,298,175 Source: Hines; IMPLAN I1R8JA Aoviso<s, hsc. M RGAMO1 IRA HNI VII AGI FCON01AIC InvPA( I I(,) Appendix Table 2 Bergamot Transit Village Center Construction - Employment IMPLAN Sector Dlrett Indirect Induced Total %Total Cum% 34 Construction of new nonresidential commercial and health care s 1,040.84 0.00 0.00 1,040.84 44.8% 44.8% 37 Construction of new residential permanent site single -and multi- 740.57 0.00 0.00 740.57 31.9% 76.6% 369 Architectural, engineering, and related services 0.00 62.43 0.60 63.02 2.7% 79.3% 413 Food services and drinking places 0.00 10.83 29.70 4054 1.7% 81.1% 324 Retail Stares- Food and beverage 0.00 19.16 9.27 28.43 1.2% 82.3% 319 Wholesale trade businesses 0.00 14.84 8.06 22.90 1.0% 835% 360 Real estate establishments 0.00 8.28 9.93 18.21 0.8% 84.1% 320 Retail Stares- Motor vehicle and parts 0.00 11.39 6.60 17.99 0.8% 84.8% 394 Offices of physicians, dentists, and other health practitioners 0.00 0.00 17.17 1717 0.7% 8516% 397 Prlvatehospitals 0.00 0.00 16.32 16.32 0.7% 86.3% 327 Retail Stares- Clothing and clothing accessories 0.00 10.13 5.19 15.32 0.7% 86.9% 330 Retail Stores - Miscellaneous 0.00 9.99 4.85 14.83 0.6% 87.6% 329 Retell Stores- General merchandise 0.00 8.87 4.28 13.15 0.6% 88.1% 331 Retail NOnstores- Direct and electronic sales 0.00 7.80 5.19 1299 0.6% 88.7% 325 Retell Stares- Health and personal care 0.00 8.14 3.84 11.98 0.5% 89.2% 425 Civic, social, professional, and similar organizations 0.00 7.72 3.69 11.41 0.5% 89.7% 356 Securities, commodity contracts, investments, and related aclivlti 0.00 6.68 3.85 10.54 0.5% 90.2% 367 Legal services 0.00 7.45 2.77 10.22 O.4% 90.6% 398 Nursingand residential carefacililies - 0.00 0.00 9.98 9.98 0.4% 91.0% 295 Wood kitchen Cabinet and countertop manufacturing 0.00 9.36 0.25 9.61 0.4% 91A% 323 Retail Stores- Building material and garden supply 0100 6.75 2.38 9.13 O.4% 919% 354 MOnetemauthwities and depositorycredt Intermediation active 0.00 4.98 2.48 7.46 0.3% 92.2% 328 Retail Stores- Sportinggoods, hobby, bookend music 0.00 4.84 2.45 7.29 0.3% 92.5% 414 Automotive repair and maintenance, exceptcar washes 0.00 4.40 2.88 7.28 0.3% 92.8% 400 Individual a ad familyservicas 0.00 0.00 6.74 6.74 0.3% 93.1% 382 Employment services 0.00 4.87 1.37 6.24 0.3% 93.3% 386 BUST ness s upport services 0.00 4.77 1.11 5.88 0.3% 93.6% 368 A countl r& to x preps rat ion, bookkeeping, and payroll services 0.00 4.41 0.99 SAL 0.2% 93.8% 335 Tra ns port by truck 0.00 4.70 0.67 5.37 0.2% 94.1% 426 Private household operations 0.00 0.00 5.26 5.26 0.2% 94.3% 321 Rata I Stores- Furniture a ad home furnish) ngs 0.00 3.15 1.77 4.92 0.2% 94.5% 322 Rata I Stores- Electronics and a pplia nces 0.00 3.28 1.60 4.87 0.2% 94.7% 413 Hotels a nd motels, incl uding cast no hotel s 0.00 2.59 2.03 4.61 012% 94.9% 387 Investigation a ad security services 0.00 3.43 1.13 4.56 D.2% 95.1% 392 Prima to junior col leges, colleges, universities, and professional sc 0.00 0.08 4.37 4A4 0.2% 95.3% 374 Management, scientific, and technical consulting services 0.00 3.27 1.17 4.44 0.2% 95.5% 399 Chi Id day care services 0.00 0.00 4.14 4.14 0.2% 95.7% 395 Home has lth care services 0.00 0.00 4.09 4.09 0.2% 95.8% 383 Me nagement of compa vies and smarted ses 0.00 3.05 0.97 4.01 0.2% 9610% 326 Rata l l Stores- Gasoline stations 0.00 2.19 1.70 3.89 0.2% 96.2% 396 Medical and diagnostic l a be a ad outpatient and other a alms for 0.00 0.00 3.86 396 0.2% 96.3% 391 Priva to elementary a ad secondary schools 0.00 0.00 3.77 3.77 0.2% 96.5% 355 Nondepository credit intermediation a ad red a ted activities 0.00 1.51 2.10 3.61 0.2% 96.7% 20 Extraction of oil a ad natural gas 0.00 3.02 0.58 3.60 0.2% 96.8% 377 Advertising a ad related services 0.00 2.33 1.08 3.41 0.1% 97.0% 393 other private educational semi ces 0.00 0.14 3.15 3.29 0.1% 97.1% 351 Telecommunications 0.00 2.28 0.95 3.24 0.1% 97.2% 419 Personal careservices 0100 0.00 3.09 3.09 0.1% 97A% 388 Services to buildings and dwellings 0.00 2.03 0.86 2.89 0.1% 97.5% 39 Maintenance and repair construction ofnooresidential structure, 0.00 214 0.71 2.85 0.1% 97.6% 384 Office administrativeservices 0.00 2.23 0.54 2.77 0.1% 97.7% 401 Community food, housin &and other reliefservices, including reh 0.00 0.00 2.74 2.74 0.1% 97.9% 380 All other miscellaneous professional, scientific, and technical sei 0.00 2.07 0.25 2.32 0.1% - 98.0% 432 Other stateand local government enterprises 0.00 DA9 1.70 2.19 0.1% 98.1% 424 Grantmakin&glving,and social advocacy organizations 0.00 0.00 2.16 2.16 0.1% 98.1% 407 Fitness and recreational sports centers 0.00 0.69 1.42 2.12 0.1% 98.2% 96 Veneerand plywood manufacturing 0.00 2.00 0.01 2.01 0.1% 98.3% 375 Environmental and other technical consulting services 0.00 1.65 0.34 1.99 0.1% 98A% 365 Commercial and industrial machmeryand equipment rental and l 0.00 1.84 0.05 1.89 0.1% 98.5% 338 Scenic and sightseeing Uansponation and support activities for t 0.00 1.29 0.50 1.79 0.1% 98.6% 427 US Postal Service 0.00 0.77 0.73 1.51 0.1% 98.6% 422 Other personal services 0.00 0.13 1.33 1.46 0.1% 98.7% 423 Religious organizations 0.00 0.00 1.41 1.41 0.1% 98.8% 371 Custom computer programming services 0.00 1.18 0.19 1.37 0.1% 98.8% 3705peciailzed design services 0.00 1.24 0.10 1.34 0.1% 9819% 404 Promoters of performing arts and sports and agents for public fig 0.00 031 0.94 1.25 0.1% 98.9% 421 Dry- cleaning and laundry services 0.00 0.13 0.99 1.12 0.0% 99.0% 415 Car washes 0.00 BAB 0.64 1.12 0.0% 99.0% 376 Scientific research and development services 0.00 051 0.57 1.08 0.0% 99.1% 379 Veterinary services 0.00 0.00 1.06 1.O6 0.0% 99.1% All Other Sectors r =, 2M 19211 20.61 9M 100.0% Total 1,781.42 304.22 23937 2,325.00 100.0% HR &A ADVISORS, INC. BERGAMOT TRANSIT VILLAGE ECONOMIC IMPACTS I 10 Appendix Table 2 Bergamot Transit Village Center Construction . Employee Compensation I- III &A ADVISORS, II'4C. BERGAMOT 1 RANS11 V I I I AGI I- (ON0A, C IMPACTS 11 1 IMPLAN Sector Direct Indirect Induced Total %Total Cum% 34 Construction ofnew nonresidential commercial and healthcare s 51,278,756.76 0.00 0.00 51,278,756.76 47.1% 47.1% 37 Construction of newresidenliat permanent site single and multi- 31,339,815.18 0.00 0.00 31,339,815.18 28.8% 75.8% 369 Architectural, engineering, and Tel ated services 0.00 5,207,844.26 49,668.20 5,257,512.46 4.8% 80.6% 319 Wholesale trade businesses 0.00 955,599.19 518,956.50 1,474,555.69 1.4% 82.0% 397 Private hosplle is 0.00 9.18 1,352,759.26 1,352,768.45 1.2% 83.2% 394 Offices of physicians, dentists, and other health practitioners 0.00 5,19 1,056,110.95 1,056,116.44 1.0% 84.2% 413 Food services and drinking places 0.00 256,731.05 703,788.87 960,519.92 019% 85.1% 320 Retail Stores -Motor vehicle and parts 0.00 587,038.72 340,223.50 927,262.22 0.9% 85.9% 324 Retail Stores -Food and beverage 0.00 612,096.37 296,002.02 908,098.39 0.8% 86.8% 3671egal services 0.00 596,358.29 222,170.91 818,529.21 0.8% 87.5% 356 Securities, commodity contracts, investments,and related activIN 0.00 514,389.40 296,600.01 810,989.41 0 .7% 88.3% 425 Civic,soclal, professional, and similar organizations 0.00 410,259.72 195,853.13 606,112.85 0.6% 88.8% 354 Monetaryauthorifies and depository credit Intermediation activi 0.00 347,671.15 173,013.36 520,684.51 015% 893% 325. Retail Stores- Health and personal care 0.00 327,551.19 154,449.54 482,000.73 0.4% 89.8% 381 ManagementofCompanies and enterprises 0.00 .335,879.75 106,417.53 442,297.28 0.4% 90.2% 295 Wood kitchen cabinet and countertop manufacturing 0.00 397,184.79 10,491.91 407,676.69 0.4% 90.5% 327 Retail Stores- Clothing and clothing accessories 0.00 259,320.13 132,710.93 392,031.06 0.4% 90.9% 329 Retail Stores- General merchandise 0.00 260,576.97 125,856.55 386,433.52 0.4% 91.2% 398 Nursing and residential care facili ties 0.00 0.00 366,034.77 366,03437. 0.3% 9116% 323 Retail Stores- Building material and garden supply 0.00 257,087,49 90,700.70 347,788.19 0.3% 91.9% 330 Retail Stores - Miscellaneous 0.00 212,568.85 .103,131.93 315,700.79 0.3% 92.2% 322 Retail Stores- Electronics and appliances 0.00 211,894.88 103,282.53 315,177.41 0.3% 92.5% 360 Real estate establishments 0.00 137,324.62 164,691.61 302,016.23 0.3% 92.8% 368 Accounting, tax preparation, bookkeeping, and payroll services 0100 243,185.03 54,711.60 297,896.64 0.3% 93.0% 374 Management, scientific, and technical consulting services 0.00 214,207A8 76,878.86 291,08634 0.3% 93.3% 351 Telecommunications 0.00 198,863.72 82,750.79 281,61452 0.3% 93.6% 20 Extraction of oil and natural gas 0.00 233,863.57 45,061.24 278,924.82 0.3% 93.8% 355 Nondepository credit Intermediation and related activities 0.00 115,340.54 159,808.36 275,148.91 0.3% 94.1% 432 Other state and local government enterprises 0.00 56,357.08 196,825.34 253,182.42 0.2% 94.3% 392 Privatelumior colleges, colleges, universities, and professional sc 0.00 4,164.24 240,076.21 244,240.44 0.2% 94.5% 331 Retail Nonstores- Direct and electronic sales 0.00 144,539.41 96,17238 240,712.18 0.2% 947% 377 Advertising and related services 0.00 152,036.34 70,381.87 222,418.21 0.2% 94.9% 386 Business support services 0.00 172,108.25 39,977.35 212,085.60 0.2% 95.1% 384 Office administrativeservlces 0.00 162,548.67 39,551.16 202,099.83 0.2% 95.3% 396 Medical and diagnostic labs and outpatientand other ambulator 0.00 75.17 199,977.94 200,053.11 0.2% 95.5% 414 Automotive repair and maintenance, except car washes 0.00 118,962.10 77,771.80 196,733.90 0.2% 95.7% 328 Retail Stores - Sporting goods, hobby, book and music 0.00 122,040.79 61,899A2 183,940.22 0.2% 95.9% 413 Hotels and motels, including Casino hotels 0.00 99,851.34 78,315.44 178,166.78 0.2% 96.0% 321 Retail Stores- Furniture and home furnishings 0.00 112,312.01 63,254.44 175,566.46 0.2% 96.2% 335 Transport by truck 0.00 148,873.21 21,135.71 170,008.92 0.2% 96.3% 382 Employment services 0.00 131,663.10 37,165.55 168,828.64 0.2% 96.5% 31 Electric power gene ration, transmission, and distribution 0.00 82,904.03 75,383.66 158,287.69 0.1% 96.6% 391 Private elements ry, and secondary schools 0.00 0.00 158,080.91 158,080.91 0.1% 96.8% 400 individus l a nd be rally services 0.00 0.00 151,741.58 151,741.58 0.1% 96.9% 39 Maintenance and repair construction of nonresidential structure 0.00. 108,739.87 36,286.73 145,026.60 0.1% 97.1% 427 US Postal Service 0.00 69,811.59 65,955.29 135,766.88 0.1% 97.2% 326 Retail Stores- Gasoline stations 0.00 .74,706.47 57,941.98 132,648.45 0.1% 97.3% 424 Grantmzking, giving. and social advocacy organizations 0.00 37,17 131,921.91 131,959.38 0.1% 97.4% 395 Home health care services 0.00 0.00 123,649.96 123,649.96 0.1% 97.5% 345 Software publishers 0.00 94,947.79 16,406.63 111,354.42 0.1% 97.6% 387 investigation and security services 0.00 80,780.23 26,733.25 107,513,48 0.1% 97.7% 273 WI ring device own nufacturi mg 0.00 98,225.94 5,601.63 103,827.57 0.1% 97.8% 380 All other resueila nexus professional, scientific, a no technical se, 0.00 92,439.52 11,359.09 103,798.61 0.1% 97.9% 393 Other private educational services 0.00 4,370.15 95,244.75 99,614.90 0.1% 98.0% 365 Commercial and industrial machi nary a nd equi potent rental a ad l One 95,128.03 2,582.05 97,710.08 0.1% 98.1% 375 Envi remnants l and other tachnlca l consulti on services 0.00 79,909.63 16,520.36 96,429.98 0.1% 98.2% 371 Custom computer programmi ng services 0.00 81,665.22 13,022.30 94,687.53 011% 983% 376 Scientific research and development services 0.00 38,358.23 42,838.46 81,196.69 0.1% 98.4% 399 Child day ca re s.Nice, 0.00 0.00 75,937.53 75,937.53 0.1% 98.4% 346 Motion picture and video industries 0.00 16,430.78 57,170.27 73,601.05 0.1% 98.5% 388 Services to bui ldings a nd dwellings 0.00 50,928.59 21,532.45 72,461.05 0.1% 98.6% 370 Specia lized design services 0.00 63,735A3 5,056.76 68,792.18 0.1% 98.6% 96 Veneer and plywood manufacturing 0.00 68,003.17 400.55 68,403.72 0.1% 98.7% 333 Transport by ra l l 0.00 54,585.98 9,311.65 63,897.63 0.1% 98.7% 401 Community food, housing, and other relief services, Including rein 0.00 1.19 63,112.82 63,114.02 0.1% 9818% 426 Private household opw.ti ens 0.00 0.00 61,110.35 61,110.35 0.1% 9819% 430 Sta to a no lore l government passenger tra Twit 0.00 24,666.55 35,474.96 60,141.51 0.1% 98.9% 419 Persona l care services 0.00 1.95 59,243.77 59,245.72 0.1% 99.0% 32 Natural gas distribution 0.00 25,514.46 31,188.45 56,702.91 0.1% 99.0% 338 Scenic and sightseeing transportation and support activities for t 0.00 35,924.52 13,751.84 49,676.36 0.0% 99.1% All Other Sectors ° 11.0 40035587° 61272597° 1]113.481.]3 9.2% 100.0% Total 82,618571.94 16,060,956.18 10,281,918.40 106,961 ,446.52 100.0% I- III &A ADVISORS, II'4C. BERGAMOT 1 RANS11 V I I I AGI I- (ON0A, C IMPACTS 11 1 Appendix Table 2 Bergamot Transit Village Center Construction - Output IMPLAN Sector Dean, Indirect Induced Total %Total Co.% 34 Construction of new nonresidential commercial and healthcare s 124,304,827.88 0.00 0.00 124,304,827.00 38.6% 38.6% 37 Construction of new residential permanent site single and multi- 121,993,345.96 0.00 0.00 121,993,345.96 37.9% 76.5% 369 Architectural, engineering, and related services 0.00 9,666,511.73 92,191.36 9,]58,]03.10 3.0% 79.5% 361 Imputed rental activity for owner - occupied dwellings 0.00 0.00 5,294,760.92 5,294,760.92 1.6% 81.1% 319 Wholesale trade businesses 0.00 2,647,747.61 1,437,910.23 4,085,657.84 1.3% 82,4% 360 Real estate establishmentr 0.00 1,483,815.57 1,779,520A5 3,263,336.03 1.0% 83.4% 354 Monetaryouthorities and depository credit Intermediation actiol 0.00 2,132,131.50 1,061,023.41 3,193,154.91 1.0% 84.4% 413 Food services and drinking places 0.00 705,506.77 .1,934,038.83 2,639,545.60 0.8% 85.2% 397 Privatehospibis 0.00 17.84 2,627,792.74 2,627,815.58 0.8% 86.1% 394 Offices ofphysicians, dentists, and other health practitioners 0.00 11.46 2,204,218.59 2,204,230.05 0 .7% 867% 20 Extracterofoli andnaturalgas 0.00 1,735,446.31 334,388.83 2,069,835.14 0.6% 87.4% 367 Legal services 0.00 1,496,798.30 557,626.27 2,054,424.57 0.6% 86.0% 356 Securities, commodity contracts, Imestments,and related activili 0.00 1,289,403.24 743,477.64 2,032,880.88 0.6% 88.7% 324 Retail Stores- Food and beverage 0100 1,360,992.39 658,158.61 2,019,150.99 0.6% 89.3% 351 Telecommunications 0.00 1,334,431.80 555,281.22 1,889,713.02 0.6% 89.9% 320 Retail Stores -Motor vehicle and parts 0.00 1,174,8]0.]5 680,906.78 1,055,777.52 0.6% 90.4% 331 Retail Nonstores- Directand electronic sales 0.00 894,969.23 595,489.34 1,490,458.57 0.5% 90.9% 295 Wood kitchen cabinet and countertop manufacturing 0.00 1,290,92248 34,100.59 1,325,023.07 DA% 91.3% 327 Retail Stores- Clothing and clothing accessories 0.00 766,638.56 392,338.68 1,158,9]].24 0.4% 91.7% 31 Electric power generation, tranzmksion, and distribution 0.00 556,069.15 505,627.14 1,061,696.29 03% 92.0% 325 Retail Stores- Health and personal care 0.00 642,889.13 303,140.19 946,029.32 0.3% 92.3% 330 Retail Stores - Miscellaneous 0.00 600,075.24 291,138.23 891,213.47 0.3% 92.6% 329 Retail Stores- General merchandise 0.00 583,2]].86 281,718.44 864,996.30 0.3% 92.8% 381 Managementofcompaniez and enterprises 0.00 653,730.70 207,122.96 860,853.66 0.3% 93.1% 335 Transport by truck 0.00 683,530.76 97,041.68 ]80,5]2.44 0.2% 93.4% 425 Civic, social, professional, and similar organizations 0.00 523,518.72 249,921.64 773,440.36 0.2% 93.6% 323 Retail Stores- Building material and garden supply 0.00 56],126.9] 200,082.90 ]67,209.8] 0.2% 93.8% 377 Mveztising.ml related services 0.00 491,09214 227,340.27 718,432.42 0.2% 94.1% 368 Accounting, tax preparation, bookkeeping, and payroll services 0.00 5]6,6]233 129,739.35 706,411.68 0.2% 94.3% 326 Retail Stores- Gasoline stations 0.00 380,894.41 295,419.85 676,314.27 0.2% 94.5% 398 Nursingand residential carefacllities 0.00 0.00 664,368.52 664,368.52 0.2% 94.7% 414 Automotive repair and maintenance, except car washes 0.00 374,240.84 244,660.97 618,901.81 0.2% 94.9% 411 Hotels and motels, lntludingcasino hotels 0.00 332,655,49 260,908.49 593,563.98 0.2% 95.1% 374 Management, scientific,and technical consulting services 0.00 434,880.90 156,078.33 590,959.23 0.2% 95.3% 396 Medical and diagnostic labs and outpatientand otherambulator 0.00 220.26 585,975.38 586,195.65 0.2% 954% 432 Other state and local government enterprises 0.00 127,043.15 443,694.18 570,737.33 0.2% 95.6% 322 Retail Stores- Electronics and appliances 0.00 374,535.45 182,557.35 557,092.80 0.2% 95.0% 380 All other miscellaneous professional, scientific, and technical set 0.00 - 488,294.71 60,002.29 548,297.01 0.2% 96.0% 345 Software publishers 0.00 450,131.03 77,780.98 527,912.02 0.2% 96.1% 355 Nondepository credit lnt ermediation and relatedactivifies 0.00 212,28].]6 294,132.13 506,419.89 012% 96.3% 365 Commercial and industrial machinery and equipment rental and 0.00 483,789.18 13,131,46 496,920.64 0.2% 96.4% 96 Veneerand plywood manufacturing 0.00 475,235.64 2,799.25 478,034.89 0.1% 96.6% 32 Natural gas distribution 0.00 211,324.69 258,319.81 469,644.50 0.1% 96.7% 392 Privatelumor colleges, colleges, universities, and professional zr 090 7,593.60 437,785.61 445,379.22 0.1% 96.9% 321 Retail St ores - Furniture and home furnishings 0.00 279,870.16 157,623.66 437,493.83 0.1% 97.0% 328 Retail Stores - Sporting goods, hobby, book and music 0.00 272,884.81 138,407.92 411,292.74 0.1% 97.1% 386 Business support services 0.00 332,073.65 77,134.16 409,207.81 0.1% 97.3% 273 Wiring device manufacturing 0.00 352,589.38 20,107.45 372,696.83 01% 97.4% 39 Maintenance and repair construction ofnomesidential structure 0.00 241,785.51 80,684.36 322,469.86 0.1% 97.5% 384 Office administrative services 0.00 242,510.49 59,007.38 301,517.87 0.1% 97.6% 400 Individual and family services 0.00 0.00 295,212.54 295,212.54 0.1% 97.7% 349 Cable and other subscription programming 0100 187,868.01 96,844.62 284,712.63 0.1% 97.7% 333 Transport by r.it 0.00 239,076.01 40,783.20 279,859.21 0.1% 97.8% 382 Employment services 0.00 215,292.57 60,]]2.28 276,064.85 0.1% 97.9% 423 Religious organizations 0.00 0.00 254,114.81 254,114.81 0.1% 98.0% 395 Home healthcare services 0.00 0.00 232,165.57 232,165.57 0.1% 98.1% 376 Scientific researchand development services 0.00 107,936.98 120,544.00 228,400.98 0.1% 98.1% 419 Personal care services 0.00 7.11 216,039.28 216,046.39 0.1% 98.2% 393 Other private educational services 0.00 9,025.68 196,709.27 205,734.95 0.1% 98.3% 371 Custom computer programming services 0100 1]],148.88 28,248.09 205,396.97 011% 98.3% 424 Grantmakin& giving, and social advocacy organizations 0.00 58.17 204,839.69 .204,897.86 0.1% 98.4% 391 Private elementary and secondary schools 0.00 0.00 204,495.14 204,495.14 0.1% 98.5% 422 Other personal services 0.00 17,282.66 181,964.91 199,247.58 0.1% 98.5% 346 Motion picture and video industries 0.00 44,346.65 154,302.46 198,649.10 0.1% 98.6% 387 investigation and security services 0.00 140,497.13 49,143.36 197,640.49 0.1% 98.6% 370 Specialized design services 0.00 1]8,459.]2 14,158.98 192,618.70 0.1% 98.7% 399 Child day careservices 0.00 0.00 187,692.67 187,692.67 0.1% 98.8% 388 Services to buildings and dwellings 0.00 128,351.23 54,266.51 182,61].]5 0.1% 98.8% 375 Environmental and other technical consulting services 0.00 150,575.93 31,129.76 181,705.70 0.1% 98.9% 362 Automotive equipment rental and leasing 0.00 72,924.90 90,957.74 163,882.64 0.1% 90.9% Ail Other Sectors ° 0.00 1474.437.87° 1988.605.38° 3463943.25 11% 100.0% Total 246,298,173.83 43,084,329.19 32,689,672.09 322,072,175.11 1009% HI: &A Aovlson, INc. BFRGAAAo TRANSII V1 AG[ LCONOMIC IMPACTS 1 12 IT177M17i'.i! Sector by Sector IMPLAN Results — Annual Operations Appendix Table 3 — Operation Inputs Appendix Table 4 — Operation Household Spending Inputs Appendix Table 5 — Operation IMPLAN Results 15 16 17 HIMA ADVISORS, INC. I >ERGAMOT TRANSIT VILLAGE- ECONOMIC IMPACTS I 1 3 Appendix Table 3 Bergamot Transit Village Center Operation Inputs Sources; Hines; ULI Dollars and Cents; City of Santa Monica Land Use and Circulation Element; I MPLAN; HR &A Advisors, Inc. lwl,.ms, Irlc. 61 acamor7RANSIr VII Atx I c:oNOr K IAWACrs Square Feet SF (Spaces) / Direct Jobs by Land Use Type (Spaces) Direct Job Direct Jobs Subcategory Sector R IMPLAN Sector Name Margin? Office 374,423 275 1,362 93,606 340 346 Motion Picture Industries No 93,606 340 369 Architectural & Design No 93,606 340 371 Computer Programming No 93,606 340 377 Design Servicess No Retail 29,391 425 69 15,500 36 413 Food Restaurants No 1,000 2 324 Retail -F &B Yes 2,000 5 324 Retail -F &B Yes 10,891 26 330 Retail -Mist Yes Parking 1,930 100 12 12 422 Other Personal No Total 1,450 1,450 Sources; Hines; ULI Dollars and Cents; City of Santa Monica Land Use and Circulation Element; I MPLAN; HR &A Advisors, Inc. lwl,.ms, Irlc. 61 acamor7RANSIr VII Atx I c:oNOr K IAWACrs v e V� m m f q R X H C o O y E r am, Q of S O o - m c X 6 E m r a c O o V .off g g o? c c rc m mm�o .o V V Q O M N Ifml e01 m N� 1D O O N N W N T W n b m H N Ot W a m m r N N N N E o c v E d r^ E E x a R OD O -'-�5 mydj a c ° m o f> uo a o o 0 2 a s �n noMnm.y a mrvn.v „oorv� .+gip d �VViNNO aNNNNNN � �NNN� m O e1 ul M rl M1l M N „ L M b .. a of .. X e e. e ... M o 0 0 0 0'o O o 0 0 0 0 0 0 0 0 .. N o L .+ryM ao o rvmamm m C - n M O l0 N N n O n n b m VI moN� covv o ammo mm ama_IM �v�.v L N O o o O o 0 0 z Z z z z z z F am � °�°o °m °n ny inns 00 0 .ti m r o o .+ .o of vi m o0 ei N n V M N e M N m N VI fi V1 n M n n n n t0 Of M H O n„ m ei N N V MI T Oni M a OMi M N n N n m N N O N M �O M e1 N jn E 6 N N N N N N N N N N N N N N N N N N N N N N O o - m c X 6 E m r a c O o V .off g g o? c c rc m mm�o .o V V Q O M N Ifml e01 m N� 1D O O N N W N T W n b m H N Ot W a m m r N N N N E o c v E d r^ E E x a R OD O -'-�5 mydj a c ° m o f> uo a o o 0 2 a s �n Append ix Table 5 Bergamot Transit Village Center Operations and Household Spending. Employment REPLAN Sector Direct Indirect Induced Total %Total Care % 346 Motion picture and video Indus tries 340.00 28.47 0.22 369.19 17.5% 12.5% 377 Advertising a nd related services 340.00 18.32 1.50 359.82 17.1% 34.6% 369 Architecture 1, engineering, a nd related services 340A0 11.20 0.82 352.51 16 .7% 51.3% 321 Custom computer programming services 340.00 2.20 0.26 342.46 16.2% 67.5% 413 Food services and ddidi no places 36.00 29.66 41.58 107.24 5.1% 72.6% 360 Rea l estate establls hments 0.00 38.91 14.26 53.12 2.5% 75.1% 330 Retail Stores - Miscellaneous 26.00 0.20 6 .74 32.94 1.6% 26 .7% 382 Empl oyment services 0.00 25.38 1.88 27.26 1.3% 78.0% 3940flices of Thy, icians, dentIO, and other hea lth practitioners 0.00 0.00 24.13 24.13 1.1% 79.1% 422 Other personal services 19.00 109 1 .76 21.85 1.0% 80.1% 397 Private hospitals 0,00 0.00 21.73 21.73 1.0% 81.2% 374 Management, scientific, and technical consulting services 0.00 19.10 1.61 20.71 1.0% 82.2% 324 Retail Stores- Food and beverage 7.00 031 12.89 20.20 1.0% 83.1% 319 Wholesale trade buslnesses 0.00 2.29 11.80 14.09 0 .7% 83.8% 362 Legal services 0.00 8.96 3.81 12.76 0.6% 84.4% 398 Nursing and residential Care facilities 0.00 0.00 12.60 12.60 016% 85.0% 405 Independent arllets, writers, and performers 0.00 11.64 0.19 11.83 0.6% 85.5% 384 Office administrative services 0.00 9 .71 0 .74 10.46 0.5% 86.0% 3860uslness s,Ppmtse,WOe O.OD 8.28 1.54 9.82 0.5% 86.5% 368 Acrounting,hax preparation, bookkeeping, and payroll services OAD 8.41 1.38 9.79 0.5% 87.0% 3565ermi tle5,COmmodityconlfacts, inesuments,and related arU U O.OD 3.98 5.55 9.53 0.5% 07.4% 320 Hand]Stores -Motor vehicle and parts not 0.12 9.19 9.36 OA% 87.9% 387 Investigation andsccurity services 0.00 2 .75 1.55 9.30 0.4% 88.3% 425 CIWq social, ptofessional, and similar organizations 0.00 4.02 4.93 8.95 0.4% 88.2% 4001ndlvidual and 9mily services HAD 0.00 8.63 8.63 0.4% 89.1% 411 Hotels and mo tels, including casino hotels One 5.65 2.71 8.37 0.4% 89.5% 354 Marine ry authorities a rd depository credit intermediation activll OnD 4.72 3.50 8.22 0.4% 89.9% 351 Telecommunications 0.00 6.65 1.34 7.99 0.4% 90.3% 381 Me nagement of companies a nd enterprises 0.01) 6.47 1.33 7.80 0.4% 90.7% 327 Retail St ores - Clothing and clothing accessories GOD 0.15 7.21 7.37 0.3% 91.0% 331 Rem it NOnstores- Direct a nd electronic sales 0.00 0.12 7.22 7.34 0.3% 91.4% 375 Environmental and other technical consulting services O.OD 6 .79 0.47 7.26 0.3% 91.7% 380 M l other misel Is acres professions 1, scientific, a nd technics l set O.OD 6.74 0.35 7.09 0.3% 92.1% 426 Private household operations - 0.00 0.00 6.73 6.73 D3% 92.4% 329 Rata l l Stores- General mercha nd ise 0.00 0.13 5.96 6.09 0.3% 92.7% 392 Private junior college, colleges, universtlies, and professional sr 0.00 0.06 5.89 5.96 0.3% 92.9% 414 Automotive repair and malntens ace, except car washes 0.00 2.01 3.93 5.94 0.3% 93.2% 395 He. health are services 0.00 0.00 5.69 5.69 0.3% 93.5% 404 Promoters of performing a its and sports and agents for public fig 0.00 4.29 1.26 5.56 0.3% 93.8% 325 Retail Stores- Health and personal care O.OD 0.12 5.34 SAID 0.3% 94.0% 396 Medics l and diagnostic Is bs a nd outpatient and other a mbulater 0.00 0.00 5.38 5.39 0.3% 94.3% 388 Services to buildings and dwel l In, 0.00 4.19 1.16 5.35 0.3% 94.5% 399 Child day care sOalces 0.00 0.00 5.27 5.27 0.2% 94.8% 355 NOndeposibry creditinterme,ietion and related activities 0.00 2.33 2.86 SAT, 0.2% 95.0% 427 US Postal SGWc. 0.00 3.70 1.00 4.70 0.2% 95.2% 391 Private el emenla ry and sae.cda ry schools ODD 0.00 4.62 4.62 0.2% 95.5% 419 Persona l ca re services 0.00 0.00 4.23 4.23 0.2% 95.7% 39 Me inherence a nd repo r construction of nonresidential structure: 0.00 3.21 0.98 4.20 0.2% 95.9% 393 Other private ralmalime l services 0.00 0.10 4.06 4.16 0.2% 96.1% 3705pecia lined design services 0.00 3.56 0.14 3.69 0.2% 96.2% 401 Community food, housing, a no other relief services, including rah O.OD 0.00 3.51 3.51 0.2% 96.4% 328 Rata l l Stores - Sporting Ruuds, hobby, book a no music 0.00 0.02 3.41 3.49 0.2% 96.6% 432 Other state and Iota l government enterprises 0.00 1.09 2.34 3.43 0.2% 96.7% 323 Rata l l Stores- Building mateda l and ga rden supply 0.00 0.10 3.31 3.41 0.2% 96.9% 407 Fitness and recreational s ports centers 0.00 1.38 1.92 3.30 0.2% 97.1% 338 Scenic a nd sightsmi ng tra nsportation and support activities for t 0.00 2.26 0.67 2.94 0.1% 97.2% 349 Cable ad other subutlpllon pmma mmi ng 0.00 2.64 0.24 2.88 0.1% 97.3% 424 Grantmekin& glving a nd social advocacy rrge mutters 0.00 0.00 2.77 2 .77 0.1% 97.5% 321 Retail Stores- Furniture and home in rnishings 0.00 0.05 2.47 2.51 0.1% 97.6% 326 gets i l Stores- Gasol l ne stations 0.00 0.03 2.37 2.40 0.1% 97 .7% 322 Reta it Stores- Electronics a no appl la aces 0.00 0.05 2.22 2.27 0.1% 97.8% 421 Dry 'des ning and Is undry services 0.00 0 .78 1.30 2.07 0.1% 97.9% 376 Scientific research a nd developmentservices 0.00 1.30 0.73 2.03 0.1% 98.0% 335 Tra mpA by once - 0.00 1.02 0.90 1.93 0.1% 98.1% 389 Other support services 0.00 1.64 -0.26 1.90 0.1% 98.2% 3455oihva re pull fishers 0.00 1.70 0.20 1.90 0.1% 98.3% 257 Soft. m, audio, and video media for reproducOHn 0.00 1.87 d.01 1.88 0.1% 98.4% 362 Automotive equipment canto l a nd leasing 0.00 1.26 0.56 1.82 0.1% 98.4% 423 Religious organizations 0.00 0.00 1.81 1.81 0.1% 98.5% 31 Electric power generation, transmission, and distribution OAD 1.02 0.69 1.77 0.1% 98.6% 402 Performing ens mmpanles 0.00 0.54 1.22 1 .76 0.1% 98 .7% 336 To mil a nd ground passenger ire nsportation 0.00 0.89 0.77 1.66 0.1% 98.8% Al Other Sectors ° 22211 1 to FS° 13,14° 25.89 12.% 100.0% Total 1,448.01) 333.96 327.37 2,109.33 100.0% lit: &A ADVISORS, INC. BERGAMOT 1RAHSIT V11[AGI'_ k- CONOWC 11APACTS 1 16 Appendix Table 5 Bergamot Transit Village Center Operations and Household Spending- Employee Compensation 1 Aovisoi6, Ilse, BI RGAMOI TRANSIT V11 [AGl R 01,10Mle AWA(-Ts I I / IMPLAN Sector Fired Iodlrect Induced Total %Total Cum% 346 Motion picture and video l ndustrles 35,959,817.94 3,094,936.45 78,043.64 40,132,798.03 27.5% 27.5% 369 Architectural, engineering, a nd related serviaes 28,363,761.90 975,651.35 68,357.31 29,407,770.56 20.2% 47.7% 371 Custom computer programming services 23,496,459.91 151,925.60 17,994.06 23,666,379.57 16.2% -63.9% 311 Pdvertisi ng and satiate services 22,161)53.03 1,194,373.01 97,754.50 23,459,880.54 16.1% 80.0% 413 Food serviaes a ed drinking places 853,046.48 702,817.37 985,361.83 2,541,225.69 13% 81.8% 397 Private hospila is 0.00 27.01 1,801,042.32 1,801,069.33 1.2% 83.0% 394 Offices of physicians, dentists, and other bee lth practitioners 0.00 16.15 1,484,501.85 1,484,518.00 1.0% 84.0% 374 Management, scientific, and technics l consulting services 0.00 1,252,494.32 105,849.03 1,358,343.35 0.9% 85.0% 4051ndependar"Olsts, writers, and performers 0.00 1,023,894.93 16,677.26 1,040,572.19 03% 853% 367 legal services 0.01) 717,008.32 304,919.61 1,021,987.93 0.7% 86.4% 319 Wholesale trade businesses Op0 147,551.28 760,010.54 907,561.82 0.6% 87.0% 360 Real estate establishments 0.00 645,421.37 236,485.99 881,907.37 0.6% 87.6% 381 Management ofcompanies and enterprises 0100 712,767.97 146,834.03 859,602.00 0.6% 88.2% 3940Riceadministretive services 0.00 707,440.49 54,259.42 761,699.91 0.5% 88.7% 382 Employmentservices 0.01) 686,356.43 50,906.55 737,262.98 0.5% 89.2% 356 Securities, commodity contracts, investments, and related activltl 0.01) 306,159.87 427,615.17 733,775.D4 0.5% 893% 330 Retail Stores - Miscellaneous 553,340.59 4,272.51 143,484.28 701,097.39 0.5% 90.2% 351 Telecommunications 0.00 578,781.81 116,473.26 695,255.07 0.5% 903% 324 Retail Stares- Food and beverage 223,570.00 9,779.84 411,817.86 645,167.71 0.4% 91.1% 354 Monetary authorities and depository credit intermediation activil 0.00 329,295.20 244,386.13 573,681.33 0.4% 91.5% 368 Accounting, tax preparation, bookkeeping, and payroll services 0.00 463,225.38 76,120.18 539,345.56 0.4% 9119% 422 Other personal services 421,873.92 24,240.76 38,989.30 485,103.98 0.3% 92.2% 320 Retail Stores- Motor vehicle and parts 0.00 8,877.08 473,382.19 482,259.21 0.3% 92.6% 425 Clvic, social, professional, and similar organizations OA0 213,795.94 261,752.49 415,548,43 0.3% 92.9% 398 Nursing and residential carefacNHies 0.00 0.00 462,414.52 462,414.52 0.3% 93.2% 427 US Postal Service O.OD 333,361.89 90,444.72 423,806.61 0.3% 93.5% 432 Other state and local govern eardenterprises 0.00 125,710.86 270,026.25 395,737.11 0.3% 93.8% 355 NOndepositOry credit intermediation and related activities 0.00 111,173.49 217,637.43 394,810.92 0.3% 94.0% 386 Business support.ervices 0.01) 298,625.11 55,480.96 354,106.07 0.2% 94.3% 375 Environmental and other technical consulting services 0.00 329,099.97 22,641.25 351,741.22 012% 94.5% 392 PrhatefuMOr colleges, colleges, universities, and professional sc 0.00 3,555.36 323,875.40 327,430.75 0.2% 943% 411 Hotels and motels, lncludingcasine, hotels 0.00 218,751.46 104,472.98 323,224.45 0.2% 95.0% 380 At other miscellaneous professional, scientific, and technical set 0.00 300,936.54 15,639.81 316,576.35 0.2% 95.2% 396 Medical and diagnostic labs and outpatlentand other ambulator ORD 221.07 279,081.59 279,302.65 0.2% 95.4% 31 Electric power generation, transmission, and distribution O.OD 163,285.53 105,636.89 268,922.42 0.2% 95.6% 349 Cobleend other subscription programming UAO 227,967.95 20,453.37 248,421.32 012 %. 95.7% 257 Soft ware, audio, and video media for reproduction 0.00 235,394.83 1,314.38 236,709.21 0.2% 95.9% 325 Retail Stores- Health and personal care 0.00 4,953.16 214,811.69 219,830.85 0.2% 96.0% 387 Investigation and security s ervices OUR 182,536.88 36,598.56 219,135.44 0.2% 96.2% 39 Maintenance and repair construction ofnerresidential structure: 0.00 163,374.37 50,120.33 213,494.70 e1% 96.3% 345 Software publishers 0.00 190,458.23 22,605.77 213,064.00 0.1% 96.5% 400 Individual and family services UAO 0.00 194,445.86 194,445.86 011% 96.6% 391 Private elementary and secondary schools 0.00 0.00 193,675.27 193,675.27 0.1% 96.8% 370 Specialized des lgn services O.OD 182,30339 6,967.97 189,271.76 0.1% 96.9% 327 Hera It Stores- Clothing and clothing accessories D.OD 3,921.39 184,641.57 188,562.96 0.1% 97.0% 329 Retail Stores- General merche ndise 0.00 3,940.39 175,099.92 179,040.31 0.1% 97.1% 395 Home health ca resersker 0.00 0.00 172,105.13 172,105.13 0.1% 97.3% 424 Grantma king, giving, and soda l advocacy organizations 0.00 19.68 169,036.85 169,056.53 0.1% 97.4% 404 Promoters of performing a r6 a nd sports a nd agents for pub[ is fig U.RO 126,520.15 37,154.32 163,674.47 0.1% 97.5% 414 Automotive tape l r and maintena nce, except re r washes 0.00 54,373.58 106,037.99 160,411.57 0.1% 97.6% 376 Scienti fic research a ed development services 0.00 97,528.22 55,165.14 152,693.36 0.1% 913% 322 Retail 5 tares - Electronics and app[ lances 0.00 3,204.23 143,694.16 146,89839 el% 97.8% 331 Retail NOnstares- OVecl a nd electronic so Ise 0.00 2,18530 133,820.91 136,006.60 0.1% 97.9% 388 Services to buildings a nd dwellings 0.00 104,838.83 29,073.28 133,912.11 0.1% 98.0% 323 Retail Stores- Building mzteria l and garden supply 0.00 3,887.63 126,164.66 130,052.29 0.1% 98.1% 393 Other private educational services 0.00 3,013.80 123,015.94 126,02934 0.1% 98.2% 20 Extraction of oil a nd nature l gas 0.00 46,022.61 63,140.61 109,163.22 0.1% 98.2% 430 State and local government pa ssenger Vans it 0.00 55,758.24 48,082.74 103,840.98 0.1% 98.3% 399 Child day ce re services 0.00 0zW 96,528.40 96,528.40 0.1% 98.4% 321 Retail St ores - FUrniturea nd home frmishi ngs 0.00 1,698.36 88,01022 89,708.58 0.1% 98.4% 328 Retail Stores- Sporting goods, hobby, book a nd music 0.00 1,845.48 86,120.67 87,966.15 0.1% 98.5% 431 State and Into l govern sent electric utilities 0.00 51,585.94 32,870.99 84,456.93 0.1% 98.6% 326 Retail Stores -G as. line stations 0.00 1,12930 80,628.44 81,758.14 0.1% 98.6% 338 Scenic and sightseeing transportation and support activities for t 0.00 62,820.40 18,729.66 81,550.06 011% 98.7% 419 Personal care services 0.00 0.40 81,121.99 81,122.39 0.1% 983% 401 Community food, housing, and other reliefaervicers, including rah 0.00 0.25 80,880.10 80,880.35 0.1% 98.8% 348 Radio and television broadcasting 0.00 73,498.05 6,190.72 79,688.77 0.1% 98.8% 426 Private household operations 0.00 0.00 78,175.17 78,175.17 0.1% 98.9% 358 Insurance agencies, brokerages, and related activities 0.00 41,682.04 32,682.19 74,364.23 0.1% 98.9% 389 Other support services 0.00 63,658.56 9,900.05 73,558.61 0.1% 99.0% 372 Computer systems design services 0.00 63,608.96 7,979.80 71,588.76 0.0% 99.0% 32 Natural gas distribution 0.00 27,062.13 43,330.49 70,392.62 0.0% 99.1% At Other sectors 4.08 64497175 689911.33 334 83308 11,9g 100.0% Total 113,039,623.78 18,627,547.39 14,090,783.29 145,751,954.46 100.0% 1 Aovisoi6, Ilse, BI RGAMOI TRANSIT V11 [AGl R 01,10Mle AWA(-Ts I I / Appendix Tables Bergamot Transit Village Center Operations and Household Spending - Output IMPLAN Sector Olfect Indirect Induced Total %Total Cum% 346 Motion picture and video industries 99,]54,48].28 8,353,227.95 210,639.65 108,318,354.87 281% 28.1% 3]] Advards ing and related services ]1,603,996.2) 3,857,940.76 315,756.52 ]5,)]],693.56 19.7% 47.8% 369 Architectural, engineeri ng, and related services 52,647,242.42 1,810,949.94 126,881.05 54,585,07342 14.2% 62.0% 371 Custom computer programming services 50,968,715.85 329,558.27 39,032.86 51,337,306.98 13.3% 75.3% 360 flea l estate rata biishments 0,00 6,9]3,886.2) 2,555,270.86 9,529,157.13 2.5% ]].8% 351 Imputed rental activity for owner- occupied dwellings 0.00 0.00 7,074,872.17 ),0]4,8]2.1] 1.8% 79.6% 413 Food services and drinking places 2,344,204.42 1,931,369.11 2,]0],812.13 6,983,385.66 1.8% 81.4% 351 Telecpmmu l,atimso 0.00 3,883,789.54 781,568.49 4,665,358.02 1.2% 82.6% 354 Monetary authorities and depository c (edit Intermediation action 0.00 2,019,438.97 1,498,724.80 3,538,163.78 0.9% 83.6% 397 Private hospitals 0.00 52.47 3,498,608.41 3,498,660.87 0.9% 84.5% 394 OHkes of physicians, dentists, and other health practitioners 0.00 33.71 3,098,317.07 3,098,350.78 0.8% 85.9% 422 Other persona l services 2,595,621.93 149,143.72 239,885.66 2,984,651.30 0.8% 86.0% 405 Independent artists, wrRefs, and performers 0.00 2,]25,811).80 44,399.41 2,770,287.21 0.7% 86.8% 374 Management, scientific, and technics l consuiti ng services 0.00 2,542, ]95.66 214,893.15 2,)5),680.80 0 .7% 87.5% 367 Legal services 0.00 1,]99,61].52 )65,46].63 2,565,085.15 0 .7% 88.1% 319 Whpleaaletrade businesses 0.00 408,830.98 2,105,816.05 2,514,647.03 0.7% 88.8% 330 Retail Stores - Miscellaneous 1,562,06129 12,063.18 405,051.65 1,9)9,1)6.11 0.5% 89.3% 356 Securities, commodity contracts, investments, a nd related acnvid O.00 ]6),441.04 1,071,889.08 1,839 ,330.12 0.5% 89.8% 33 Electric power generation, tra murassiou, a nd distribution O.on 1,095,238.71 ]08,54].19 1,803,765.90 0.5% 90.3% 381 Management of camps rules a nd enterprises 0.00 1,38),277.1) 285,786.54 1,6]3,063.]1 0.4% 90.7% 380 All other miscellaneous proresslona 1, scientific, and technical sou 0.00 1,589,641.72 82,614.42 1,672,256.14 0.4% 91.1% 349 Ca ble and other subscription programming 0.00 1,495,754.10 134,199.64 1,629,953.73 0.4% 91.5% 324 Retail Stores- Food a no beverage 49),106A] 21,745.41 915,674.40 1,434,526.28 0.4% 91.9% 368 Account ing, tax preps ration, bookkeepin & and payroll services 0.00 1,098,460.95 180,506.19 1,2)8,96).14 0.3% 92.3% 382 Employment services 0.00 1,122,314.82 83,241.25 1,205,556.07 0.3% 92.6% 384 Office administrative services 0.00 1,055,448.45 80,951.01 1,136,399.46 0.3% 92.9% 411 Hotels and motels, including casino hotels 0.00 728,772.18 348,052.55 1,0]6,824.]3 0.3% 93.1% 345 SOflwe re publishers 0.00 902,929.46 107,170.03 1,010,099.49 0.3% 93.4% 320 Retail Stares- Motor vehicle a nd parts 0.00 1],)65.36 947,404.10 965,1)0.2] 0.3% 93.7% 432 Otherstate and loco l government enterprises 0.00 283,384.12 608,)0).60 892,091.72 0.2% 93.9% 331 Retail NOnstores- Direct a nd electronic sales 0.00 13,533.54 828,601.67 842,135.22 0.2% 94.1% 399 Nursing a nd residentla l care faci lines 0.00 0.00 839,301.84 839,301.84 0.2% 94.3% 396 Medical and diagnostic Is bs and outpatient and other a mbula for DAN 697.77 81],]64.90 818,412.67 0.2% 94.5% 20 Fraction of oil a nd natural gas 0.00 341,522.89 468,551.58 810,0)4.4] 0.2% 94.7% 257 Software, audio, and olden mdle torteproduction 0.00 761,650.89 4,252.86 ]65,903.)5 0.2% 94.9% 355 NOndepository credit Intermediation a nd related activities 0.00 326,093.18 400,568.28 726,661.46 0.2% 95.1% 386 Business support services 0.00 5]6,181.1] 10],09).55 683,228.72 0.2% 95.3% 375 Environmental and other technical consulting services 0.00 620,13222 42,663.53 662,]95.]5 0.2% 95.5% 425 Civic, social, professions 1, a nd simile r organ canons 0.00 2]2,81].86 334,013.61 606,831.47 0.2% 95.6% 392 Private junior call eges, collagen, universities, and professiona l se 0.00 6,483.29 590,595.76 597,079.06 0.2% 95.8% 32 Nature l gas dlslrl buticn 0.00 224,143.37 358,886.]] 583,030.13 0.2% 95.9% 327 Retail Stmes- Clothing and clothing accessories 0.00 11,592.95 545,863.33 557,456.28 0.1% 96.1% 370 SpeclaIhaddesignservices 0.00 510,452.23 19,530.38 529,962.61 011% 96.2% 414 Automotive repair and maintenance, ex0eptcer. washes 8.00 171,052.92 333,SB3.11 504,636.03 0.1% 96.4% 427 US Postal Service 0.00 377,672.61 102,466.70 480,139.32 0.1% 96.5% 39 Maintenance and repair construction of nonresidential structure 0.00 363,266.53 111,443.68 4)4,]10.21 0.1% 96.6% 347 Sound recording Industries 0.00 388,993.98 66,724.25 455,718.23 0.1% 96.7% 404 Promoters ofperforming arts and sports and agents for public fig 0.00 339,467.22 99,689.04 439,156.26 0.1% 96.8% 325 Ransil Stores- Health and personal care 0.00 9,721.64 421,743.33 431,464.97 0.1% 97.0% 3765dendfic research and development services 0.00 274,436.59 155,230.29 429,666.88 0.1% 97.1% 326 Retell Stores- Gasolinestatums 0.00 5,759.81 411,087.83 416,847.64 0.1% 97.2% 362 Automotive e9uipmentrental and l easing 0.00 281,778.52 124,220.26 405,998.78 0.1% 97.3% 387 Investigation and security services 0.00 335,554.93 6],2]8.60 402,833.52 0.1% 97.4% 329 get. i l Stores- General merchandise 0.00 8,820.21 391,945.25 400,765A6 0.1% 97.5% 400 Individual and family services 0.00 0.00 378,293.50 378,293.50 0.1% 07.6% 388 Services to buildings and dwellings 0.00 264,216.86 ]3,2)1.04 33],48].90 0.1% 97.7% 348 Radio and television broadcasting 0.00 304,604.31 25,656.72 330,261.03 0.1% 97.8% 423 Religious organixatione 0.00 0.00 325,694.95 325,694.95 0.1% 97.8% 395 Home health care services 0.00 0.00 323,145.15 323,145.15 0.1% 97.9% 243 Semiconductor and related device manufacturing 0.00 208,531.37 18,019.44 306,550.81 0.1% 98.0% 419 Personal care services 0.00 1.47 295,820.72 295,822.18 0.1% 98.1% 323 Retell Stores - Building material and garden supply 0.00 8,575.98 278,315.31 286,891.29 0.1% 98.2% 335 Transport by truck 0.00 148,742.92 131,100.50 279,84342 0.1% 98.2% 424 Gra ntmaking. giving, and sotlal advocacy urge rl.bons 0.00 30.55 262,469.34 262,499.09 0.1% 98.3% 393 Other private ducationa l services 0.00 6,224.41 254,065.20 260,289.61 0.1% 98.4% 322 Retall5bres- Electronics and appliances 0.00 5,663.65 253,987.06 259,650.70 0.1% 98.4% 391 Private elementary and secondary schools 0.00 0.00 250,540.39 250,540.39 0.1% 983% 431 State and local government electric utilities 0.00 146,518.23 93,362.65 239,880.87 0.1% 98.6% 399 Child day care services 0.00 0.00 238,586.55 238,586.55 0.1% 98.6% 389 Other support services 0.00 205,537.08 31,964.71 23],501.]9 0.1% 98 .7% 366 Lessors ofoonfinancial intangible assets 0.00 197,489.11 37,311.05 234,800.36 0.1% 98.7% 321 Retail Stores- Furniture and home Forms hings 0.01) 4,232.14 219,312.56 223,544.70 0.1% 98.8% All OIherStttors pQ¢ 2.110 417.98 - 250742133 451784031 d,2% 100.0% Total 281,9)3,43].99 SB,277,300.48 44,879,115.31 385,329,853.53 300.0% I W A ADVISORS, ANC Cf ROAA01 1 RAI ISIT VILI AC.I C GNOMIC IMPACTS I 1 n u",IUlky 14kil' s3 I]ZT1=kIti]z711IF -IMM4 City Council Meeting 01 -28 -14 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 HINES 26TH STREET LLC, A DELAWARE LIMITED LIABILITY COMPANY WHEREAS, on May 20, 2010, Hines 26th Street LLC, a Delaware Limited Liability Company, submitted an application for a development agreement for a mixed -use project totaling 957,521 square feet consisting of 344 residential units, 566,573 square feet of creative office space, and 83,712 square feet of retail space; W WHEREAS, on March 22, 2011, the City Council held a float -up discussion on the Project and gave clear direction to the applicant that the project concepts would need to be revised to comply with a number of LUCE goals and policies and the draft Strategies for Creating a Village; and WHEREAS, on August 23, 2011, the Developer presented a revised Project in response to comments from the March 22, 2011 City Council float -up by reducing the overall size of the project to 766,000 square feet, reducing the building mass, providing greater building articulation and stepbacks, improving the location and amount of open space, and changing the mix and location of uses across the project site: and 1 WHEREAS, a Draft Environmental Impact Report dated January 2012 and a Final Environmental Impact Report dated July 2013 have been prepared analyzing the environmental effects of the development agreement; and WHEREAS, on May 9, 2012, the applicant submitted revised plans and a letter indicating that the Project would change to be substantially similar to Alternative 3, which resulted in the elimination of 137,000 square feet of commercial uses and replacement with residential uses in the Project resulting in the project currently being proposed; and WHEREAS, on January 28, 2014, the City Council adopted resolutions certifying the Final Environmental Report and adopting a statement of overriding considerations and mitigation monitoring plan; and WHEREAS, the development agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan, as described below, and as detailed in the accompanying City Council staff report prepared forthis proposed project and the exhibits thereto, including but not limited to: (a) Consistent with Bergamot Area Plan Policy LU1.3, the Project's mix of uses of 45% residential and 55% non - residential supports the district -wide land use targets of 60% commercial and 40% residential and establishes a balanced mix of uses that provides the opportunity for residents and employees to live and work on the same property while also providing employees living outside of Santa 2 Monica with the opportunity to commute in some other way than driving because of the project's adjacency to the Olympic /26th Expo Light Rail station. (b) Consistent with Bergamot Area Plan Policies U171.5 and UF4.1, the project provides retail at key nodes along the Pedestrian Priority Corridor including the eastern end of the project adjacent to Stewart Street and the western end of the project around Bergamot Square and adjacent to Western Street supporting the establishment of a mixed -use, pedestrian- oriented environment with ground floor activity. (c) Consistent with Bergamot Area Plan Policies OS1.2 and OS2.2, the Project provides approximately two acres of ground - floor, publicly- accessible open space, including 58,164 square feet of active open space and 29,000 square feet of passive open space, and six new streets and sidewalks that will provide pedestrian, bicycle, and vehicular connections to other destinations in the area. (d) Consistent with Bergamot Area Plan Policies CM1.5 and CM2.3, which call for improving bicycle and pedestrian safety and the creation of a "park- once" district and supporting the use of zero - emission vehicles, the project provides generous sidewalks and constructs new signals on Olympic Boulevard, supporting pedestrian safety and improving walkability of the area. (e) Consistent with Bergamot Area Plan Policies UF1.1 and UF1.2, the Project includes the extension of Nebraska Avenue between Stewart and 26th 3 Streets, which is identified as a key pedestrian and vehicular spine in the Bergamot Area Plan. (f) The implementation of a Transportation Demand Management (TDM) plan will reduce vehicle trips in the area and reduce associated parking demand consistent with LUCE Circulation Policy T19.2, which seeks appropriate TDM requirements for new development. (g) Consistent with Bergamot Area Plan Policies CM2.2 and CM4.1, the Project supports the long -term, citywide goals of no net new PM Peak vehicle trips through an aggressive TDM Plan that includes trip reduction measures such as a parking cash out /transportation allowance programs that will provide strong financial incentives to encourage changes in commuting behaviour, contributions to the formation and ongoing operations of a TMO, contributions to bikeshare, trip caps, and monetary penalties for failure to comply with the trip caps. (h) The Project provides up to 93 affordable housing units, of which 24 will be affordable to extremely low income households, 20 for moderate income households, and 49 at rents affordable to Bergamot area workers between 130% and 180% AMI, consistent with Bergamot Area Plan Policies E4.4 and LU1.4, which calls for striving to achieve a target of 30% of new housing that is affordable to households earning between 30% and 180% of area median income. 0 (i) The new streets in the Project will be designed as complete streets to accommodate pedestrians, cyclists, and vehicles, consistent with LUCE Goal LU 19 and Policy LU19.2, which requires the design and operations of streets with all users in mind including bicyclists, transit users, drivers and pedestrians of all ages and abilities. 0) The Project is designed to meet the design objectives of the Bergamot Area Plan through the orientation of the project around a network of open space, ground floor uses and pedestrian - scaled elements that attract pedestrian interest, provision of new connections through and around the project, building plane and height modulation, and references to the industrial history of the area through the introduction of industrial materials and shapes, such as the sawtooth roof on Building 2. (k) The project is consistent with the LUCE's overall land use policies by providing community benefits for the area, including but not limited to, a $200,000 annual contribution to childcare, educational, and youth training subsidies; a $2M contribution for parks that can be used for the Exposition Buffer Park or other open space improvements within a one -mile radius of the project site; approximately two acres of on -site open space with a construction value of $4.7M; a $160,000 contribution towards public transit improvements; a $3M total contribution towards the ongoing funding needs of a Transportation Management Organization and bikeshare; an aggressive TDM Plan that establishes required trip reduction measures complemented by PM peak hour trip generation limits and 11 financial penalties for non - compliance; $350,000 total contribution towards historical and cultural heritage initiatives in underserved communities with priority for the Pico Neighborhood; six new street and sidewalk easements totaling approximately two acres with a construction value of $1.7M; commitment to local hiring best practices including advanced recruitment, commitment to interview qualified candidates, and a 30% local hiring goal; six student internships per calendar year; striving for net zero water and energy use for the project; and up to 93 units of on -site affordable and workforce housing covering a broad spectrum of unit size and affordability between 30% to 180% AMI. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. The Development Agreement attached hereto as Exhibit 1 and incorporated herein by reference by and between the City of Santa Monica, a municipal corporation, and Hines 26th Street LLC, a Delaware Limited Liability Company, is hereby approved. SECTION 2. Each and every term and condition of the Development Agreement approved in Section 1 of this Ordinance shall be and is made a part of the Santa Monica Municipal Code and any appendices thereto. The City Council of the City of Santa Monica finds that public necessity, public convenience, and general welfare require that any provision of the Santa Monica Municipal Code or appendices thereto inconsistent with the provisions of this Development Agreement, to the extent of such inconsistencies and no further, be repealed or modified to that extent necessary to make fully effective the provisions of this Development Agreement. SECTION 3. Any provision of the Santa Monica Municipal Code or appendices thereto, inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, are hereby repealed or modified to that extent necessary to effect the provisions of this Ordinance. SECTION 4. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance, and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional. SECTION 5. The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official newspaper within 15 days after its adoption. This Ordinance shall be effective 30 days from its adoption. APPROVED AS TO FORM: R 1 l I ZkYA4110 ,I+n:Iki11& N:14,7114► III i;I1LI 1511Z A. The proposed Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the general plan and any applicable specific plan in that the project was reviewed for consistency with the adopted LUCE and Bergamot Area Plan and found to be consistent. In the hierarchy of streets that are envisioned in the Bergamot Area Plan, one of the key pedestrian and vehicular spines is Nebraska Avenue as identified in Policies UF1.1 and UF1.2, which is being extended from Stewart to 26th Street as part of the proposed project. The Nebraska Avenue street level of the project includes ground floor artist work/live spaces, some rental housing units, and creative office. The Area Plan includes Policies UF1.5 and 4.1, which call for focusing retail at key nodes along the Pedestrian Priority Corridor. One of these nodes is at the eastern end of the project site and the transition between the Bergamot Transit Village District and Mixed Use Creative. In response the project includes open space ( "Stewart Crossing" on the project plans) with approximately 3,000 square feet of ground floor retail space that wraps around the building from Olympic Boulevard to Nebraska Avenue. The orientation of the open space and the building design are intended to create the potential for an art walk that would activate the area as a focal point and local destination within the district. Many of the open space polices in the Area Plan (Policies OS1.1 through 1.3) call for creating a variety of open spaces. Specifically, Policy OS1.2 would require new private development to provide public open space at each project to the maximum extent feasible. The project proposes approximately two acres of publicly - accessible open space with Bergamot Square, located opposite the future light rail station, and two neighborhood parks (The Green and Stewart Crossing) totaling 58,164 square feet of active open space. Approximately 29,000 square feet of passive open space (Village Mews and Garden Passage) and pedestrian promenades rounds out the ground floor open space. Each building further includes private open space in balconies and roof top open space. The project is also making a $2,000,000 contribution for the construction of the Buffer Park on Exposition Boulevard, which will be a new 2.35 -acre public park, or if this funding is not needed for the Buffer Park, towards open space improvements within a one -mile radius of the project site. Since the Area Plan also views streets as potential open spaces that include generous sidewalks, furnishings, street trees, and landscaping, (Policy OS2.2) the project will construct a new 15' -wide sidewalk on Olympic, where there is currently no sidewalk, 12' -wide sidewalks on 26th Street (where there is currently a very narrow sidewalk), replace the Stewart Street sidewalks, and construct the Nebraska Avenue Extension, Western Street, and Eastern Street. Streets would be designed in accordance with standards established in the Area Plan with landscaping and trees approved by the City's Tree Selection Committee (Policy SN2.3). The project is consistent with the Area Plan's circulation and mobility policies (Policies CM1.5 and 2.3) that call for improving bicycle and pedestrian safety and the creation of a "park- once" district and supporting the use of zero - emission vehicles. The project proposes generous sidewalks and would construct two new signals on Olympic Boulevard, one of which is directly aligned with the eastern entrance of the future Expo Station allowing for transit passengers to safely cross Olympic Boulevard. The construction of new sidewalks on the project's perimeter where none or deficient sidewalks currently exist will support pedestrian safety and the ability to walk around the area. Further, the development agreement supports the goal of no net new PM Peak vehicle trips (Policies CM2.2 and 4.1) through an aggressive TDM Plan that includes required trip reduction measures such as a parking cash out/transportation allowance program that will provide strong financial incentives to encourage changes in commuting behavior. The development agreement also includes contributions to transportation improvements and programs that are difficult to fund, such as the TMO and bikeshare contributions. These measures are complemented by PM peak period trip generation limits with financial penalties for non - compliance. The balanced strategy adopted in the Bergamot Area Plan to address the key issues of jobs /housing, economic sustainability, and trip reduction acknowledges the need to give equal consideration to the economic and housing needs of the City with the overarching goal being trip reduction. As proposed, the project currently is 55% commercial and 45% residential, which is consistent with the 60/40 land use mix targets adopted by the LUCE and Bergamot Area Plan. The project provides 473 housing units with 20% of the units deed - restricted at rents between 30% and 180% AMI, consistent with Policy E4.4 of the Area Plan. In addition, the project includes 25 artist work/live units that could be used as small incubator space with room to grow into the flexible creative office space proposed in the project consistent with Policy E1.6 which states, "Strongly encourage new office and creative office buildings to include a variety of tenant spaces, including affordable space for small businesses, incubators and flexible growth space." The land use strategy in the LUCE was to focus new residential development on the commercial boulevards and re -focus nonresidential development potential from the boulevards to the Bergamot Area and Downtown. A recent USC study looked at the before - and -after impacts of the new light rail transit service using Phase 1 of the Expo Light Rail Line and concluded that the Expo Light Rail Line reduced vehicle miles travelled (VMT) among households living with one -half mile of the Expo Line Stationss. Additionally, studies have also indicated that workers have a greater propensity than residents to take transit in areas closest to transit'. Consequently, the creative office use on the project site is located in an ideal location to increase the probability for transit use 6 http: / /priceschool.usc.edu /expo - line- studvl 7 http:// www .ppic.orq /content/pubs /re ort/R 211JKR.pdf (i.e. within Y mile). Further trip reduction is more effective for non - residential uses due to predictability in commute behaviour, ability to affect commute trips, and ability to offer financial incentives. The project is also consistent with the Area Plan's land use policies in that the project is approximately 45% residential and 55% non - residential, consistent with LU1.3 that strives to achieve those land use targets. The 60% commercial /40% residential target established in the LUCE for the Bergamot Transit Village district was a district -wide goal and not intended to be applied on a project -level basis. Moreover, the project's proposed mix of uses meets the overall intent of this goal by establishing a balanced mix of uses that provides the opportunity for residents and employees to live and work on the same property while also providing employees living outside of Santa Monica with the opportunity to commute in some other way than driving because of the project's transit - convenient location. Policy LU1.4 calls for striving for a Plan area -wide target of 30% of new housing affordable to households earning between 30% and 180% of AMI. Similarly Policy LU6.2 requires accommodating a range of housing units and types affordable to employees in the Plan area. Based on the occupational wage analysis that was completed as part of the Bergamot Area Plan process, the average annual income of a Bergamot worker is roughly $60,000 to $70,000 annually which would place a single- income household in the 130 -150% AMI range. The housing units that are proposed in the project range between 30% AMI to 180% AMI to offer affordable and workforce housing opportunities for Bergamot workers while also addressing the citywide affordable housing needs. B. The proposed Development Agreement is compatible with the uses authorized in the district in which the real property is located, in that the subject property is located within the Bergamot Transit Village zoning district. The district allows creative office, multi - family residential uses, and retail that are included in the proposed project. The ground floor retail /restaurant uses are intended to serve both the on -site residents and employees and the surrounding community by providing services within walking distance. C. The proposed Development Agreement is in conformity with the public necessity, public convenience, general welfare, and good land use practices, in that the project would redevelop the subject property from two vacant factory buildings and surface parking lot into a mixed use creative office, retail, and residential project with three new streets and approximately two acres of publicly accessible open space. The proposed project is consistent with the urban form, open space, circulation and mobility, land use, and economic sustainability policies of the Bergamot Area Plan. In the hierarchy of streets that are envisioned in the Bergamot Area Plan, one of the key pedestrian and vehicular spines is Nebraska Avenue as identified in Policies UF1.1 and UF1.2, which is being extended from Stewart to 26th Street as part of the proposed project. The Nebraska Avenue street level of the project includes ground floor artist work/live spaces, some rental housing units, and creative office. The Area Plan includes Policies UF1.5 and 4.1, call for focusing retail at key nodes along the Pedestrian Priority Corridor. One of these nodes is at the eastern end of the project site and the transition between the Bergamot Transit Village District and Mixed Use Creative. In response the project includes open space ( "Stewart Crossing" on the project plans) with approximately 3,000 square feet of ground floor retail space that wraps around the building from Olympic Boulevard to Nebraska Avenue. The orientation of the open space and the building design are intended to create the potential for an art walk that would activate the area as a focal point and local destination within the district. Many of the open space polices in the Area Plan (Policies OS1.4 through 1.3) call for creating a variety of open spaces. Specifically, Policy OS1.2 would require new private development to provide public open space at each project to the maximum extent feasible. The project proposes approximately two acres of publicly - accessible open space with Bergamot Square, located opposite the future light rail station, and two neighborhood parks (The Green and Stewart Crossing) totaling 58,164 square feet of active open space. Approximately 29,000 square feet of passive open space (Village Mews and Garden Passage) and pedestrian promenades rounds out the ground floor open space. Each building further includes private open space in balconies and roof top open space. The project is also making a $2,000,000 contribution for the construction of the Buffer Park on Exposition Boulevard, which will be a new 2.35 -acre public park, or if the funding is not needed for the Buffer Park, towards open space improvements within a one -mile radius of the project site. Since the Area Plan also views streets as potential open spaces that include generous sidewalks, furnishings, street trees, and landscaping, (Policy OS2.2) the project will construct a new 15' -wide sidewalk on Olympic, where there is currently no sidewalk, 12' -wide sidewalks on 26`h Street (where there is currently a very narrow sidewalk), replace the Stewart Street sidewalks, and construct the Nebraska Avenue Extension, Western Street, and Eastern Street. Streets would be designed in accordance with standards established in the Area Plan with landscaping and trees approved by the City's Tree Selection Committee (Policy SN2.3). Breaking the large former industrial blocks in the Bergamot area into smaller block sizes that integrate into the surrounding, existing city grid is a key goal of the LUCE and Bergamot Area Plan. The project introduces three new streets in support of the vision to increase walkability and begins to establish the neighborhood -scale city grid that will be the foundation of a new transit - oriented neighborhood. The project is consistent with the Area Plan's circulation and mobility policies (Policies CM1.5 and 2.3) that call for improving bicycle and pedestrian safety, creating a "park- once" district, and supporting the use of zero - emission vehicles. The project proposes generous sidewalks and would construct two new signals on Olympic Boulevard, one of which is directly aligned with the eastern entrance of the future Expo Station allowing for transit passengers to safely cross Olympic Boulevard. The construction of new sidewalks on the project's perimeter where none or deficient sidewalks currently exist will support pedestrian safety and the ability to walk around the area. Further, the development agreement supports the goal of no net new PM Peak vehicle trips (Policies CM2.2 and 4.1) through an aggressive TDM Plan that includes required trip reduction measures such as a parking cash out/transportation allowance program that will provide strong financial incentives to encourage changes in commuting behavior. The development agreement also includes contributions to transportation improvements and programs that are difficult to fund, such as the TMO and bikeshare contributions. These measures are complemented by PM peak period trip generation limits with financial penalties for non - compliance. The balanced strategy adopted in the Bergamot Area Plan to address the key issues of jobs /housing, economic sustainability, and trip reduction acknowledges the need to give equal consideration to the economic and housing needs of the City with the overarching goal being trip reduction. As proposed, the project currently is 55% commercial and 45% residential, which is consistent with the 60/40 land use mix targets adopted by the LUCE and Bergamot Area Plan. The project provides 473 housing units with up to 20% of the units deed - restricted at rents between 30% and 180% AMI, consistent with Policy E4.4 of the Area Plan. In addition, the project includes 25 artist work/live units that could be used as small incubator space with room to grow into the flexible creative office space proposed in the project consistent with Policy E1.6 which states, "Strongly encourage new office and creative office buildings to include a variety of tenant spaces, including affordable space for small businesses, incubators and flexible growth space." The land use strategy in the LUCE was to focus new residential development on the commercial boulevards and re -focus nonresidential development potential from the boulevards to the Bergamot Area and Downtown. A recent USC study looked at the before - and -after impacts of the new light rail transit service using Phase 1 of the Expo Light Rail Line and concluded that the Expo Light Rail Line reduced vehicle miles travelled (VMT) among households living with one -half mile of the Expo Line Stations$. Additionally, studies have also indicated that workers have a greater propensity than residents to take transit in areas closest to transits. Consequently, the creative office use on the project site is located in an ideal location to increase the probability for transit use (i.e. within '% mile). Further trip reduction is more effective for non - residential uses due to predictability in commute behavior, ability to affect commute trips, and ability to offer financial incentives. The project is also consistent with the Area Plan's land use policies in that the project is approximately 45% residential and 55% non - residential, consistent with LU1.3 that strives to achieve those land use targets. The 60% commercial /40% 6 httR: / /Driceschool.usc.edu /expo - line - study/ 9 http: / /www.Rp c.orq /cont_egyRUbs /report/R 211JKR.pdf residential target established in the LUCE for the Bergamot Transit Village district was a district -wide goal and not intended to be applied on a project -level basis. Moreover, the project's proposed mix of uses meets the overall intent of this goal by establishing a balanced mix of uses that provides the opportunity for residents and employees to live and work on the same property while also providing employees living outside of Santa Monica with the opportunity to commute in some other way than driving because of the project's transit - convenient location. Policy LU1.4 calls for striving for a Plan area -wide target of 30% of new housing affordable to households earning between 30% and 180% of AMI. Similarly Policy LU6.2 requires accommodating a range of housing units and types affordable to employees in the Plan area. Based on the occupational wage analysis that was completed as part of the Bergamot Area Plan process, the average income of a Bergamot worker is roughly $60,000 to $70,000 annually which would place a single- income household in the 130 -150% AMI range. The housing units that are proposed in the project range between 30% AMI to 180% AMI to offer affordable and workforce housing opportunities for Bergamot workers but also addresses the citywide affordable housing needs. D. The proposed Development Agreement will not be detrimental to the health, safety and general welfare, in that the proposed project is consistent with the development standards and design objectives and guidelines of the Bergamot Area Plan, which are intended to guide the orderly development of the Bergamot area. The Development Agreement includes conditions for specific uses, such as alcohol service, that will ensure that they will not be detrimental to the surrounding community. The proposed project has also been designed with building modulation at the upper levels and roofline variation to ensure visual interest and to also reduce the actual and perceived mass of the project. In addition, the proposed street easements and publicly - accessible open space combine to form approximately 4 acres that support the creation of a pedestrian - oriented environment. The proposed project also includes significant community benefits such as: • a $200,000 annual contribution to childcare, educational, and youth training subsidies; • a $2M contribution for parks that can be used for the Exposition Buffer Park or other open space improvements within a one -mile radius of the project site; • approximately two acres of on -site open space with a construction value of $4.7M; • a $160,000 contribution towards public transit improvements; • a $3M total contribution towards the ongoing funding needs of a Transportation Management Organization and bikeshare; • an aggressive TDM Plan that establishes required trip reduction measures complemented by PM peak hour trip generation limits and financial penalties for non - compliance; ® $350,000 total contribution towards historical and cultural heritage initiatives in underserved communities with priority for the Pico Neighborhood; ® six new street and sidewalk easements totaling approximately two acres with a construction value of $1.7M; ® commitment to local hiring best practices including advanced recruitment, commitment to interview qualified candidates, and a 30% local hiring target; ® six student internships per calendar year; ® striving for net zero water and energy use for the project; and ® up to 93 units of on -site affordable and workforce housing covering a broad spectrum of unit size and affordability between 30% to 180% AMI, consistent with Bergamot Area Plan Policy E4.4. These community benefits combine with approximately $11.5M in Code requirements will ensure that the project is compliant with the LUCE and Bergamot Area Plan and therefore, will not be detrimental to the health, safety, and general welfare. E. The proposed Development Agreement will not adversely affect the orderly development of the property, in that the Development Agreement facilitates the construction of a mixed -use creative office, retail, and residential project in a location that is consistent with the goals and polices of the LUCE and Bergamot Area Plan. Further, the project implements the circulation and mobility goals through the construction of three new streets including the extension of Nebraska Avenue between Stewart Street and 26th Street and two north -south streets that connect the project to the future Expo Light Rail station and to the surrounding neighborhood. Approximately two acres of publicly accessible open space are also proposed in the project with hours that are consistent with the City's public parks. The development agreement ensures that the redevelopment of the project site is accomplished with significant community benefits consistent with the goals and policies of the LUCE and Bergamot Area plan in terms of housing, urban form, circulation, and economic sustainability F. The proposed Development Agreement will have a positive fiscal impact on the City, in that the City's consultant estimated that the project would result in a net fiscal annual impact of approximately $420,000 to the City's General Fund. Construction of the proposed project would generate approximately $1.7M in one -time, construction - related tax revenues for the City's General Fund. As a supplement to the fiscal impact analysis, the broader economic benefits of the project were also measured in terms of economic output, total jobs, and compensation. The analysis provided calculations for the temporary benefits of the project during its construction phase and the permanent benefits associated with its ongoing operation. The analysis found that the total planned investment of $242 million to construct the proposed project would translate to $322 million in total economic output including the planned investment in hard construction; 2,325 total jobs of which 1,781 would be on -site construction jobs; and $109 million in compensation paid to workers of which approximately $83 million would be paid to on -site construction workers. In terms of the project's ongoing operations, the net new economic impacts include $385 million in total economic output of which $282 million would be associated with on -site business operations; 2,109 total jobs of which 1,448 would be on -site commercial jobs; and $146 million in total compensation of which $113 million would be paid to on- site workers. Recording Requested Bv: City of Santa Monica When Recorded Mail To: City of Santa Monica Santa Monica City Attorney's Office 1685 Main Street, Third Floor Santa Monica, CA 90401 Attention: Senior Land Use Attorney Space Above Line For Recorder's Use No Recording Fee Required California Government Code Section 27383 DEVELOPMENT AGREEMENT BETWEEN CITY OF SANTA MONICA AND HINES 26TH STREET, LLC ,2014 TABLE OF CONTENTS Recitals................................................................................................... ..............................1 Article1 Definitions ...................................................................... ..............................7 Article 2 Description of the Project ............................................. .............................12 2.1 General Description ...................................................... .............................12 2.2 Principal Components of the Project ............................ .............................12 2.3 No Obligation to Develop ............................................. .............................13 2.4 Vested Rights ................................................................ .............................13 2.5 Permitted Uses .............................................................. .............................15 2.6 Significant Project Features .......................................... .............................17 2.7 LUCE Community Benefits .......................................... .............................20 2.8 Parking .......................................................................... .............................52 2.9 Design ........................................................................... .............................53 2.10 Contract with City ......................................................... .............................54 Article 3 Construction .................................................................. .............................55 3.1 Construction Hours ....................................................... .............................55 3.2 Outside Building Permit Issuance Date ........................ .............................55 3.3 Construction Period ...................................................... .............................56 . 3.4 Damage or Destruction ................................................. .............................56 3.5 Tiebacks ........................................................................ .............................56 3.6 Construction Staging ..................................................... .............................56 Article 4 Project Fees, Exactions, Mitigation Measures and Conditions ..................57 4.1 Fees, Exactions, Mitigation Measures and Conditions . .............................57 4.2 Conditions on Modifications ......................................... .............................57 i 4.3 Implementation of Mitigation Measures and Conditions of Approval...... 57 Article 5 Effect of Agreement on City Laws and Regulations .... .............................57 5.1 Development Standards for the Property; Existing Regulations ...............57 5.2 Permitted Subsequent Code Changes ........................... .............................59 5.3 Common Set of Existing Regulations ........................... .............................60 5.4 Conflicting Enactments ................................................. .............................60 5.5 Timing of Development ................................................ .............................60 5.6 Subdivision Maps .......................................................... .............................61 Article 6 Architectural Review Board ......................................... .............................61 6.1 Architectural Review Board Approval ......................... .............................61 6.2 Individual Buildings ...................................................... .............................61 Article 7 City Technical Permits .................................................. .............................61 7.1 Definitions ..................................................................... .............................61 7.2 Diligent Action by City ................................................. .............................62 7.3 Conditions for Diligent Action by the City ................... .............................62 7.4 Duration of Technical City Permits .............................. .............................63 Article 8 Amendment and Modification ...................................... .............................64 8.1 Amendment and Modification of Development Agreement .....................64 Article9 Term .............................................................................. .............................64 9.1 Effective Date ............................................................... .............................64 9.2 Term .............................................................................. .............................64 Article 10 Periodic Review of Compliance ......................................... .............................64 10.1 City Review .................................................................. .............................64 10.2 Evidence of Good Faith Compliance ............................ .............................65 10.3 Information to be Provided to Developer ..................... .............................65 ii 10.4 Notice of Breach; Cure Rights ...................................... .............................66 10.5 Failure of Periodic Review ........................................... .............................66 10.6 Termination of Development Agreement ..................... .............................66 10.7 City Cost Recovery ....................................................... .............................66 Article11 Default ........................................................................... .............................66 11.1 Notice and Cure ............................................................ .............................66 11.2 Remedies for Monetary Default .................................... .............................67 11.3 Remedies for Non - Monetary Default ........................... .............................67 11.4 Modification or Termination Agreement by City ......... .............................69 11.5 Cessation of Rights and Obligations ............................. .............................71 11.6 Completion of Improvements ....................................... .............................71 Article12 Mortgagees .................................................................... .............................71 12.1 Encumbrances on the Property ..................................... .............................71 Article 13 Transfers and Assignments ........................................... .............................73 13.1 Transfers and Assignments ........................................... .............................73 13.2 Release Upon Transfer .................................................. .............................73 Article 14 Indemnity to City .......................................................... .............................74 14.1 Indemnity ...................................................................... .............................74 14.2 City's Right to Defense ................................................. .............................75 Article 15 General Provisions ........................................................ .............................75 15.1 Notices .......................................................................... .............................75 15.2 Entire Agreement; Conflicts ......................................... .............................76 15.3 Binding Effect ............................................................... .............................76 15.4 Agreement Not for Benefit of Third Parties ................. .............................76 15.5 No Partnership or Joint Venture ................................... .............................76 iii 15.6 Estoppel Certificates ..................................................... .............................76 15.7 Time .............................................................................. .............................77 15.8 Excusable Delays .......................................................... .............................77 15.9 Governing Law ........................................................:.... .............................78 15.10 Cooperation in Event of Legal Challenge to Agreement ...........................78 15.11 Attorneys' Fees ............................................................. .............................78 15.12 Recordation ................................................................... .............................79 15.13 No Waiver ..................................................................... .............................79 15.14 Construction of this Agreement .................................... .............................79 15.15 Other Governmental Approvals .................................... .............................79 15.16 Venue ........................................................................... .............................80 15.17 Exhibits ......................................................................... .............................80 15.18 Counterpart Signatures .................................................. .............................81 15.19 Certificate of Performance ............................................ .............................81 15.20 Interests of Hines .......................................................... .............................82 15.21 Operating Memoranda .................................................. .............................82 15.22 Acknowledgments, Agreements and Assurance on the Part of Developer82 15.23 Not a Public Dedication ................................................ .............................83 15.24 Other Agreements ......................................................... .............................83 15.25 Severability and Termination ........................................ .............................83 Exhibit "A" Legal Description of Property Exhibit "B" Project Plans Exhibit "C" Permitted Fees and Exactions Exhibit "D" Mitigation Measures and Conditions Exhibit `B" SMMC Article 9 (Planning and Zoning) Exhibit "F -1" Local Hiring Program for Construction Exhibit "F -2" Local Hiring Program for Permanent Employment Exhibit "G" Permitted Uses Exhibit "H" Infrastructure Security Schedule iv Exhibit "I" Use of Open Space Exhibit "I -1" Bergamot Square Exhibit "I -2" The Village Mews Exhibit "I -3" The Garden Passage Exhibit "I -4" The Green Exhibit 11I -5" Stewart Crossing Exhibit "J" Assignment and Assumption Agreement Exhibit "K" Alcohol Conditions Exhibit "L" Internship Program Exhibit "M" Reserved Exhibit "N" Grade Determinations Exhibit "O" Conceptual Typical Sheet Sections for Street Improvements Exhibit "P -1" Nebraska Extension Easement Area Exhibit "P -2" Olympic Sidewalk Easement Area Exhibit "P -3" New Western Street Easement Area Exhibit "P -4" New Eastern Street Easement Area Exhibit "P -5" 26a' Street Sidewalk Easement Area Exhibit "Q" Development Standards v DEVELOPMENT AGREEMENT This Development Agreement ( "Agreement "), dated 2014, (the "Effective Date ") is entered into by and between HINES 26TH STREET, LLC, a Delaware limited liability company ( "Hines "), 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 as extended and modified (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. Hines is the owner of approximately 7.1 acres of land located in the City of Santa Monica, State of California, commonly known as 1681 26a` Street, as more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property "). C. The City has included the Property within the Bergamot Transit Village land use designation under the City's Land Use and Circulation Element of its General Plan (the "LUCE ") and recently adopted Bergamot Area Plan (the "Bergamot Area Plan "). To aid in the redevelopment of the Property in accordance with, and to implement, the LUCE and the Bergamot Area Plan, the City and Hines desire to allow demolition of the three existing buildings on the Property and construction of a new mixed -use transit- oriented project that will include three predominantly residential buildings and two predominantly Creative Office buildings with associated ground -floor retail and restaurant uses, subterranean parking, new streets and pedestrian pathways, and extensive open space. D. On May 20, 2010, Hines filed an application for a Development Agreement pursuant to Santa Monica Municipal Code ( "SNINIC ") Section 9.48.020 (the "Development Application "). The Development Application was designated by the City as Application No. DEV 10 -002. Following substantial input from City Staff, City Council, City Planning Commission and the public, the Project, as defined herein, includes smaller buildings, more open space, substantially more residential units resulting in less Creative Office space, and reconfigured massing from that described in the Development Application when originally filed. E. On April 26, 2011, the City Council adopted Interim Ordinance No. 2356 ( "IZO "). The City Council has since extended and /or modified the IZO on several occasions. The IZO prohibits, among other things, 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 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. F. Hines has paid all necessary costs and fees associated with the City's processing of the Development Application and this Agreement. G. Following filing of the Development Application, the City prepared and circulated for public review and comment a Draft Environmental Impact Report (the "DEIR ") pursuant to the California Environmental Quality Act ( "CEQA ")).and designated SCH No. 2010111062. Following close of the comment period, the City prepared a Final Environmental Impact Report pursuant to CEQA (the "FEIR "). H. The primary purpose of the Project is to promote the transition of the Bergamot Transit Village from a fundamentally industrial area to the vision articulated in the LUCE and the Bergamot Area Plan which includes a mixed -use development that will attract Creative Office uses along with a variety of housing types, entertainment and office uses and local - serving retail and restaurants to establish a vital, new complete neighborhood. 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) ensure the provision of important community benefits as envisioned in the LUCE and the Bergamot Area Plan, and (7) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted. 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 important community benefits and achieve policy goals described in the LUCE, including without limitation, the following: (1) Trip Reduction and Traffic Management. (a) Development of a mixed -use project which will result in reduced vehicle trips as employment, residence, retail and restaurant facilities are within walking distance inside the Project and to nearby employment centers and residential neighborhoods; (b) Development of a transit- oriented project which will be close to existing and planned mass transit facilities, including the Bergamot light - rail station; (c) Attraction of Creative Office uses which, according to traffic studies referenced in the LUCE, have commuting patterns that cause substantially less stress on peak period traffic conditions than other more conventional businesses; (d) A detailed, performance -based transportation demand management program, including subsidized transit passes and parking cash outs to encourage use of public transit; (e) Bicycle parking facilities for residents, employees and visitors, including designation of space for, and operational funding to support, a bicycle sharing system when the City implements such a program; (f) A shared parking program to alleviate excess parking demand in the Bergamot area; (g) Providing a number of off -site transportation improvements, such as two new signalized intersections, improvements to four pedestrian crossings and new public transit facility upgrades; (h) Creation and continuing financial and organizational . support, including annual contributions of $30,000 as well as annual dues, of a Transportation Demand Management Organization to implement the LUCE's policy of providing employees, businesses, visitors, and residents in the Bergamot Transit Village with resources to increase the amount of trips taken by transit, walking, bicycling, and ridesharing; (i) Reserved parking spaces for a car share service, carpools and van pools. (2) Housine. (a) The Project will satisfy the City's Affordable Housing Production Program (SMMC Chapter 9.56) for the development by providing 24 units affordable to extremely -low income tenants on -site rather than through payment of an affordable housing fee with all of such units being accessible to disabled tenants ; (b) The extremely low- income units will be filled through use of a list of eligible applicants maintained by the City with a preference being given for disabled tenants in 12 of the units; (c) Provide additional affordable housing on -site in excess of that required under the City's Affordable Housing Production Program, targeted towards moderate - income households and the Santa Monica workforce in order to respond to identified housing needs in the Bergamot Transit Village area; (d) Rental Housing Units other than the Deed - Restricted Units will be marketed through an established local preference program targeting fast responders, including police officers, firefighters, nurses, EMTs, teachers and social workers and those working within close proximity to the Project; (e) The Project will provide housing along the City's commercial corridors where there is transit, local- serving retail and an enhanced pedestrian environment, facilitating a complete neighborhood for a range of socioeconomic levels; and (f) The Project will include artist work/live space in the residential buildings to address the City's declining artist population. (3) Community Physical Improvements. (a) The Project will assist in the implementation of the LUCE by introducing the city street grid through the extension of Nebraska Avenue from Stewart Street to 26M Street, adding two new north -south streets connecting Olympic Boulevard to the Nebraska Avenue extension, street improvements to Stewart Street and 26b Street, including pedestrian paths within the Project, supporting entries into the Bergamot light rail station and the Bergamot Arts Center from Olympic Boulevard through installation of crosswalks and traffic signals, and creating a "human- scale" environment by introducing smaller blocks; (b) The Project will add quality pedestrian, biking and green connections through the new streets and two new pedestrian pathways connecting Olympic Boulevard to the Nebraska Avenue extension; (c) The Project will include construction of wide sidewalks along Olympic Boulevard, Nebraska Avenue, Stewart Street, 26°i Street, and the two new north -south streets; (d) The Project will include over four acres of active /passive open space, streets, sidewalks, and paseos including approximately 58,164 square feet of activity based open space such as a public plaza and neighborhood parks, 29,908 square feet of passive open space and pedestrian promenades, and 88,000 square feet of streets and sidewalk easements; (e) The Project will bury unsightly power and phone lines and re- locate or remove an electrical substation on -site; and (f) The Project will make a one -time $2,000,000 contribution towards the construction of off -site parks and open space. (4) Social and Cultural Facilities. (a) The plaza area located in the Project will provide a venue for cultural events that may include musical performances, arts displays, and farmers markets; (b) The artist work/live units will provide an opportunity for resident artists to display and sell examples of their work; (c) The Creative Office uses in the Project will facilitate the City's broader goals and commitment to support Creative Office and related activities within the community; (d) The Project will make an annual contribution of $200,000 towards early childhood initiatives; and (e) The Project will provide an on -site arts program including artwork and an endowment for on -site arts programming. (5) Diversified Economy. (a) The Project will provide badly needed space for Creative Office companies which generate high revenues relative to their impacts; (b) The Project will facilitate the growth of creative - related business uses in the City and enable it to more effectively compete with the surrounding communities for these types of companies; (c) Creative Office companies will provide local - serving job opportunities for skilled workers in the Creative Office field, many of whom already live in Santa Monica; (d) The Project will institute a local hiring program during construction; (e) The Project will institute an on -going local hiring program for Employers on -site; (f) The Project will provide an internship program for Santa Monica residents attending local schools; (g) The Project will add neighborhood - serving retail and services to a community which currently lacks those amenities; and (h) The Project and the companies, residents and visitors it will attract, will contribute to the City's tax base through increased property tax, business license tax, utility tax, sales tax and other revenue sources as well as provide sources of donations for local non - profit organizations. The project will provide approximately $1,600,000 in one -time tax revenue and is projected to generate approximately $2,500,000 in annual on -going revenue to the City's General Fund. (6) Sustainability and Climate Change. The Project enhances the City's important sustainability goals by: (a) locating mixed -use development along a transit corridor; (b) creating a new complete neighborhood along a rail and transit corridor; (c) encouraging multi -modal forms of transportation; (d) implementing a Transportation Demand Management program to reduce PM peak hour trips; (e) creating affordable and local preference housing near transit and employment; (f) connecting existing neighborhoods to new development and services through improved walking and bicycling paths; (g) meeting specified green building requirements with well - designed LEED Gold buildings; . (h) providing substantial park and other open space with enhanced landscaping and street trees; and (i) meeting enhanced reduction goals for water and energy use, striving for net zero water use and net zero energy use. (7) Historic Preservation. The Project will make a one -time contribution and annual contributions to be used for historic and cultural heritage preservation initiatives in underserved communities with first priority for the Pico Neighborhood through a process to be established by the City. K. Because of the complexity of the Project, Developer anticipates that it may be constructed and financed in two phases (the "Creative Office Phase" and the "Residential Phase ", each of which contains separate "Sites," as shown on the Project Plans) which may, in the long term, be separately owned and financed. In addition, because of the extensive amount of open space and the subterranean parking garage to service the entire Project contemplated in the Project Plans, Hines anticipates recording a declaration of covenants, conditions, restrictions and easements designating these areas as common areas and establishing an owners' association to manage the common area at the expense of the various owners in a manner typically utilized for projects of this nature. In order to permit such an arrangement to function properly for the benefit of the various owners, lenders, the City and the public, this Agreement allocates, to the extent expressly set forth herein, certain of the obligations to provide public benefits, implement mitigation measures and construct infi astructure improvements between the two Phases and among the different Sites. L. The City Council has found that the provisions of this Development Agreement are consistent with the relevant provisions of the City's General Plan, including the LUCE and the Bergamot Area Plan. M. The City's Planning Commission held duly noticed public hearings on September 11, 2013, September 18, 2013, October 23, 2013, and November 20, 2013 on the Development Application, this Agreement, the FEIR and the Project. On December 4 2013, the Planning Commission recommended certification of the FEIR with no modifications and approval of the Project and this Agreement, with certain recommended changes. N. On , 2014, the City Council held a duly noticed public hearing on the Development Application, this Agreement, the FEIR and the Project and at such hearing, the City: (1) Adopted Resolution No. (CCS) certifying the adequacy of the FEIR under CEQA and related State and City CEQA guidelines, and adopted Resolution No. (CCS) making the necessary CEQA findings and adopting a Statement of Overriding Considerations; and (2) Determined that the Project, the Project Plans and this Agreement are consistent with the City's General Plan, including the LUCE and the Bergamot Area Plan, and adopted, on first reading, Ordinance No. approving this Agreement and authorizing its execution by the City Manager. O. On 2014, 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 In addition to the terms defined in the foregoing Recitals, 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 Hines as of the Effective Date. 1.2 "AMI" shall be as defined in SMMC Section 9.56.020 or any successor thereto. 1.3 "Applicant" means any Developer applying for a building permit under this Agreement. 1.4 "ARB" means the City's Architectural Review Board. 1.5 "Artist" means a person who is recognized by critics and peers, and has verifiable training and /or a reputation and credentials and works in one of more of the following areas: (a) a person who works in or is skilled in any of the fine arts, including painting, drawing, sculpture, book arts and print making; (b) a person who creates imaginative works of aesthetic value, including literature, poetry, play writing, film, video, digital media works, costume design, photography, architecture, music composition and conceptual art; (c) a person who creates functional art, including jewelry, rugs, decorative screens and grates, furniture, pottery toys and quilts; and (d) a performer, including singers, musicians, dancers, actors and performance artists. The members of the architectural, design, or landscaping firms retained for the design and construction of the Project shall not be considered Artists for the purposes of this Agreement. 1.6 "Artist Work/Live Units" means ground floor units in a Residential Building that combine a studio, gallery and/or exhibition workspace and incidental residential occupancy by Artists. The workspace is reserved for and regularly used by one or more Artists of the unit. Retail sales of works of art produced by the Artist resident therein shall be permitted. 1.7 "Building Height" means the vertical distance measured from Grade to the highest point of the roof except that the following elements of each Building shall be excluded from Building Height and shall not be subject to the maximum Building Height limitations set forth herein: (a) All elements specified in Section 1 of Exhibit "Q ", subject to the restrictions and conditions set forth therein; and (b) A roof mounted antenna so long as it complies with all applicable provisions of the Zoning Ordinance in effect at time of application submittal, including applicable procedural requirements. 1.8 "Buildings" means all of the buildings to be constructed on the Property as shown on the Project Plans. `Building" refers to any one of the Buildings and is identified by number on the Project Plans. For purposes of this Agreement, each Site is considered to only have one Building. 1.9 "Certificate of Occupancy" shall mean either temporary or permanent Certificate of Occupancy, unless otherwise expressly specified in this Agreement. 1.10 "City Council' means the City Council of the City of Santa Monica, or its designee. 1.11 "City General Plan" or "General Plan' means the General Plan of the City of Santa Monica, and all elements thereof including the LUCE, and Bergamot Area Plan, as of the Effective Date unless otherwise indicated in this Agreement. 1.12 "City Parties" means the City, its City Council, boards and commissions, departments, officers, agents, employees, volunteers and other representatives. 1.13 "Commercial Uses" means Creative Office Uses, Retail Uses and Restaurant Uses. 1.14 "Creative Office Building" is a Building located in the Creative Office Phase in which all of the uses above the ground floor are Creative Office Uses and the ground floor uses are all Commercial Uses. 1.15 "Creative Office Phase" means Sites 1 and 2. 1.16 "Creative Office Uses" has the meaning given that term in Exhibit "G ". 1.17 "Declaration' means a declaration of covenants, conditions and restrictions and grants of easements to be recorded by Hines with respect to the Property following the Effective Date. 1.18 "Deed- Restricted Units" shall be as defined in Section 2.7.4(e) of this Agreement. 1.19 "Developer" means Hines so long as Hines owns all of the Property. Upon the transfer of title to any Parcel, the term "Developer" shall mean, with respect to any Parcel, the owner or owners of such Parcel. 1.20 "Developers" means all owners of the individual Parcels of the Property, in combination. 1.21 "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 includes any officer or employee of the City. Discretionary Approvals do not include Ministerial Approvals. 1.22 "Effective Date" has the meaning set forth in Section 9.1 below. 1.23 "Employer" shall mean any creative office, retail, or restaurant tenant of the Project. W 1.24 "Floor Area" has the meaning given that term in Section 2 of Exhibit . The Parties agree that upon the City's adoption of the new Zoning Ordinance, the Developer may make a one -time election whether to have Floor Area have the meaning as contained in Section 2 of Exhibit "O" or as contained in the City's new Zoning Ordinance. 1.25 "Floor Area Ratio" and "FAR" means floor area ratio as defined in Section 4 of Exhibit "O" provided that subterranean floor area occupied by common rooms and other amenities available only to residential tenants and owners of the Project, or portions thereof; subterranean storage areas; ground floor outdoor dining space adjacent to the public right -of -way enclosed by a barrier of not more than 42 inches, whether or not covered by a roof or canopy; unenclosed balconies, whether or not used for commercial activity; and rooftop mechanical, telephone, and electrical equipment rooms shall not be included in the calculation of Floor Area Ratio. 1.26 "Grade" shall be determined separately for each Site in accordance with the procedures set forth in Exhibit "O" as they apply to that Site, as shown on Exhibit "N" attached hereto. 1.27 "including" means "including, but not limited to." 1.28 "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 and implemented by the Green Building Certification Institute in effect at the time of ARB submittal. In the event no such system exists at the time any Developer submits for ARB approval, an alternative green building rating system may be selected by the Developer of that Building, subject to approval by the City. 1.29 "Legal Action" means any action in law or equity. 1.30 "Life of the Project" shall mean a period commencing on the date a Certificate of Occupancy is issued for the first Building in the Project and ending on the date which is fifty -five (55) years from Certificate of Occupancy for the last Building in the Project; provided, however, that if all of the Buildings in the Project are damaged or destroyed and cannot be rebuilt in accordance with the development standards permitted in this Agreement, then the Life of the Project shall be deemed to have ended as of the date of such damage or destruction. 1.31 "Maximum Floor Area" means 765,324 square feet of Floor Area. 1.32 "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 10 1.33 "Owners Association" means any association formed pursuant to the Declaration. 1.34 "Parcel" means a portion of land separated from other portions of land by legal description, as on a subdivision or record of survey map, or by metes and bounds. Parcel shall also include two or more lots combined to be used, developed or built upon as a unit as provided for in SMMC Section 9.04.06.010. 1.35 "Parking Garage" means the subterranean parking garage to be constructed as a portion of the Project, as shown on the Project Plans. 1.36 "Parties" mean both the City and all Developers and "Party" means either the City or any Developer, as applicable. 1.37 "Phase" means either the Creative Office Phase or the Residential Phase. 1.38 "Planning Director" means the Planning Director of the City of Santa Monica, or his or her designee. 1.39 "Plaza" means that portion of the Open Space designated as `Bergamot Square" on the Project Plans. 1.40 "PM peak hour" and "PM peak hours" mean the period between 5:00 PM and 7:00 PM on weekdays that are not the following holidays: New Year's Day, President's Day, Cesar Chavez Day, Martin Luther King Day, Memorial Day, Independence Day, Columbus Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. If any such holiday falls on Saturday or Sunday, and as a result such holiday is observed on the preceding Friday or succeeding Monday, then such Friday or Monday, as the case may be, shall be considered to be a holiday under this Section. 1.41 "Project" means the development project shown on the Project Plans. 1.42 "Project Plans" mean the plans for the Project that are attached to this Agreement as Exhibit `B ". 1.43 "Rental Housing Units" means the for -rent residential units to be developed in the Residential Phase but excluding Artist Work/Live Units. 1.44 "Residential Building" is a Building located in the Residential Phase in which all of the uses above the ground floor are Residential Uses and the ground floor uses are either all Retail Uses or any combination of Retail Uses, Restaurant Uses, Residential Uses, and Artist Work/Live Units. 1.45 "Residential Phase" means Sites 3, 4 and 5. 1.46 "Residential Use" has the meaning given that term in Exhibit "G" which excludes the Artist Work/Live Units. 11 1.47 "Restaurant Uses" has the meaning given that term in "Exhibit "G ". 1.48 "Retail Uses" has the meaning given that term in Exhibit "G ", which excludes the Artist Work/Live Units. 1.49 "Site" means Site 1, Site 2, Site 3, Site 4 or Site 5, as applicable, as shown on the Project Plans. 1.50 "SMMC" means the Santa Monica Municipal Code in effect on the Effective Date unless specifically stated to refer to the Santa Monica Municipal Code as it may be in effect at some other time. 1.51 "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, which is set forth in its entirety as part of Exhibit "E" (Planning and Zoning). ARTICLE 2 DESCRIPTION OF THE PROJECT 2.1 General Description. The Project includes all aspects of the proposed development of the Property as more particularly described in this Agreement and on the Project Plans. If there is a conflict or inconsistency between the text of this Agreement and the Project Plans, the Project Plans will prevail; provided, however, that omissions from the Project Plans shall not constitute a conflict or inconsistency with the text of this Agreement. 2.2 Principal Components of the Project. The Project will consist 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 of the existing buildings on the Property. (b) Construction of the Buildings with an aggregate square footage of Floor Area not to exceed the Maximum Floor Area accommodating up to 374,434 square feet of Creative Office Uses, up to 473 Rental Housing Units, up to 25 Artist Work/Live units, and up to 29,391 square feet of Retail and Restaurant Uses. (c) A parking garage will be constructed beneath the Buildings with the number of parking spaces being determined in accordance with Section 2.8 below, subject to modification in accordance with Section 2.4 herein. All of the parking spaces shall be subterranean and operated for the uses to be located in the Project or for Shared Parking in accordance with Section 2.8 below. The City hereby approves the conceptual and approximate locations of all ramps accessing the Parking Garage shown on the 12 Project Plans, subject to final review and approval by the City during the plan check process for any Building. (d) An extension of Nebraska Avenue, construction of two new north/south streets, two new pedestrian pathways and widened sidewalks, installation of two new traffic signal and associated improvements at the intersections of Olympic Boulevard and each of the new north/south streets, re- construction of sidewalk on 26th Street, and enhancement of an existing crosswalk and construction of a new median on Stewart Street, all at locations shown on the Project Plans. (e) Approximately two acres of active /passive open space and paseos, including 58,164 square feet of activity based open space such as a public plaza and neighborhood parks and 29,908 square feet of passive open space and pedestrian promenades. 2.3 No Obligation to Develop. 2.3.1 Except as specifically provided herein: (a) Nothing in this Agreement shall be construed to require any Developer to proceed with the construction of the Project or any portion thereof. (b) The decision to proceed or to forbear or delay in proceeding with construction of the Project or any portion thereof shall be in each Developer's sole discretion except that a second Creative Office Building shall not receive a Temporary Certificate of Occupancy or Certificate of Occupancy unless at least two Residential Buildings have received their Temporary Certificates of Occupancy. (c) Failure by any Developer to proceed with construction of the Project or any portion thereof shall not give rise to any liability, claim for damages or cause of action against such Developer, except as may arise pursuant to a nuisance abatement proceeding under SMMC Chapter 8.96, or any successor legislation. 2.3.2 Failure by any Developer to proceed with construction of the Project or any portion thereof shall not result in any loss or diminution of development rights, except upon expiration of such Developer's vested rights pursuant to this Agreement, or the termination of this Agreement with respect to the Parcel or Parcels owned by such Developer. 2.3.3 Notwithstanding any provision of this Section 2.3 to the contrary, each Developer shall be required to implement all mitigation measures and conditions of approval required under this Agreement in accordance with Exhibit "D" and may be subject to all remedies specified in this Agreement for the failure to implement these mitigation measures and conditions of approval. 13 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 each Developer shall maintain a complete copy of the Project Plans, stamped "Approved" by the City, in its offices or at the Project site. The Project Plans to be maintained by the City and each Developer shall be a half - size set. Further detailed plans for the construction of the Buildings and improvements, including, without limitation, structural plans and working drawings, shall be prepared by the applicable Developer subsequent to the Effective Date based upon the Project Plans. 2.4.2 Minor Modifications to Project. Any Developer, with the approval of the Planning Director and the approval of any other Developer who, in the reasonable judgment of the City, will be materially affected by such Modification, which approvals shall not be unreasonably withheld, conditioned or delayed, 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 or adversely affect the significant project features and community benefits associated with the Project. The Planning Director shall notify the Planning Commission in writing of any Minor Modification 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. Developer shall not make any "Major Modifications" (defined below) to the Project without first amending this Agreement to permit such Major Modifications. A "Major Modification" means the following: (a) Reduction of any setback as depicted on the Project Plans, if by such reduction the applicable setback would be less than is permitted in the Bergamot Area Plan in effect on the date such modification is applied for; (b) Any change in use not consistent with the permitted uses defined in Section 2.5 below; (c) Any reduction in the number of deed restricted affordable housing units required under Section 2.6.4 and Section 2.7.4(b). excess of 473 Units; excess of 25 Units; (d) Any increase in the number of Rental Housing Units in (e) Any increase in the number of Artist Work/Live Units in 14 (f) An increase of more than five percent (5 %) in the number of parking spaces shown on the Project Plans but in no case shall the increase exceed the parking maximums established by the Bergamot Area Plan or, upon completion of the Project, any decrease in the number of parking spaces below the number required by the Bergamot Area Plan; (g) Any material change in the number or location of curb cuts shown on the Project Plans; (h) Any variation in the design, massing or building configuration including but not limited to, Floor Area, Floor Area Ratio, and Building Height, that renders such aspects out of substantial compliance with the Project Plans after ARB approval; (i) Any change that would substantially reduce or alter the significant project features set forth in Sections 2.6.4, 2.6.5, 2.6.7, 2.6.8 and 2.6.9 or the community benefits as set forth in Section 2.7. 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 his or her approval of a request for a Minor Modification. The City may impose fees, exactions, conditions, and mitigation measures in connection with its approval of a Minor or Major Modification, subject to any applicable law. Notwithstanding anything to the contrary herein or in the Existing Regulations, if the Planning Director approves a Minor Modification or if the City approves a Major Modification (and the corresponding amendment to this Agreement for such Major Modification), as the case may be, the applicable Developer shall not be required to obtain any other Discretionary Approvals for such modification, except for ARB approval, in the case of certain Major Modifications. 2.4.5 Right to Develop. Subject to the provisions of Section 3.2 below, during the Term (as defined in Section 9.2 below) of this Development Agreement, Developer shall have the vested rights (the "Vested Rights ") to (a) develop and construct the Project in accordance with the following: (i) the Project Plans (as the same may be modified from time to time in accordance with this Agreement); (ii) any Minor Modifications approved in accordance with Section 2.4.2; (iii) any Major Modifications approved pursuant to Section 2.4.3; and (iv) the requirements and obligations of Developer related to the improvements which are specifically set forth in this Agreement, and (b) use and occupy the Project for the Permitted Uses set forth in Section 2.5. 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 fiom time to time in accordance with this Agreement). 15 2.4.6 Foundation Only Building Permit. SMMC Section 8.08.070(b) allows for issuance of partial permits for portions of a structure. Developer may submit an application for a Foundation Only Permit, which application shall be processed according to the Building and Safety Division's Foundation Only Permit policy (PT -05- 03, or any successor thereto). 2.5 Permitted Uses. The City approves the uses for the Project described in Exhibit "G" attached hereto ( "Permitted Uses ") and Hines and the City agree as follows: 2.5.1 The Buildings. Subject to the limitations set forth in Section 2.5.2 below, each Building in the Creative Office Phase is permitted to contain Commercial Uses and each Building in the Residential Phase is permitted to contain Retail Uses, Restaurant Uses, Residential Uses, and Artist Work/Live Units. 2.5.2 Maximum Permitted Development. The aggregate amount of Floor Area devoted to Retail and Restaurant Uses throughout the Project shall not exceed 29,391 square feet, the aggregate amount of Floor Area devoted to Restaurant Uses throughout the Project shall not exceed 15,500 square feet and the aggregate amount of Floor Area devoted to Commercial Uses throughout the Project shall not exceed 403,825 square feet. The maximum number of Rental Housing Units in the Project shall not exceed 473 units and the maximum number of Artist Work/Live Units in the Project shall not exceed 25 units. The aggregate Floor Area in the Project shall not exceed the Maximum Floor Area. 2.5.3 Subterranean Space. In the underground parking garage, the following are Permitted Uses: parking, including shared and bicycle parking in accordance with Section 2.7.1 below, mechanical and equipment rooms, parking management and valet office, maintenance closets, other storage, lockers and showers and any other uses that are designated as Permitted Uses by this Agreement. 2.5.4 Conditionally Permitted Uses. "Conditionally Permitted Uses" include (a) uses that are identified as either Permitted Uses, Limited Uses, Minor Conditional Uses, or Conditionally Permitted Uses for the Bergamot Transit Village under the Bergamot Area Plan so long as these uses are similar to and are no more disruptive or impactful than the Permitted Uses in Exhibit "G" for the respective Building in effect at the time the use is sought to be established, and (b) any uses requiring a Conditional Use Permit in Section 2.5.5 below. Conditionally Permitted Uses may commence operating at the Project upon issuance of a Minor Use Permit applicable to the particular type of use under the Bergamot Area Plan for the Bergamot Transit Village or a Conditional Use Permit in accordance with the procedures established in the Zoning Ordinance and the issuance of a business license. 2.5.5 Alcoholic Beverage Permits. (a) In the event any Developer or any business operator proposes a new business or use dispensing for sale or other consideration, alcoholic 16 beverages, including beer, wine, malt beverages, and distilled spirits for on -site or off -site consumption, a Conditional Use Permit shall be required pursuant to SMMC Section 9.04.10.18, or any successor thereto, except for Restaurants complying with the terms and conditions in Section 2.5.5(b) below. Notwithstanding the foregoing, any Developer or any business operator may apply for a Conditional Use Permit pursuant to SMMC Section 9.04.10.18, or any successor thereto, in order to sell or furnish alcoholic beverages for consumption on terms other than those set forth in Section 2.5.5(b) below. This Section 2.5.5 shall survive the expiration of the Term of this Agreement and shall remain binding on Developer, its successors and assigns, and shall continue in effect for the Life of the Project. Notice of the terms and conditions in Exhibit "K" shall be recorded separately from and concurrently with this Agreement. (b) Restaurants which offer alcoholic beverages including beer, wine, malt beverages, and distilled spirits incidental to meal service shall be exempt from the provisions of Section 9.04.10.18, or any successor thereto, of the Zoning Ordinance if the operator thereof submits a written agreement to the Planning Director agreeing to comply with the terms and conditions set forth in Exhibit "K" and the Developer owning the Building in which any such restaurant is located shall cause the applicable lease to contain a clause that requires the restaurant tenant to comply with such terms and conditions. (c) A Conditional Use Permit pursuant to SMMC Section 9.04.10.18, or any successor thereto, shall be required for any proposed use in the Project which (1) includes the service or sale of alcoholic beverages and (2) does not comply with the conditions set forth in Exhibit "K ". Notwithstanding the foregoing, no Conditional Use Permit shall be required for catered events for which permits then required for such events are obtained. 2.6 Significant Project Features. Set forth below in this Section 2.6 are the significant project features to be achieved and /or developed in accordance with the terms of this Agreement. 2.6.1 Tax Revenue. Increasing tax revenues, including sales tax, property tax, business license tax, parking tax, and utility user's tax; 2.6.2 Permanent Employment Opportunities. Providing substantial new employment opportunities in the Commercial Uses; 2.6.3 Mixed Use. A desirable mix of uses, including retail, restaurants /cafes, residential units, and Creative Office uses within new buildings to be constructed in close proximity to transit; 2.6.4 Affordable Housing Production Program. As set forth in Section 2.7.4(b), satisfaction of the affordable housing obligation under SMMC Section 9.56 of each Residential Building by deed - restricting 5% of the Rental Housing units in that Residential Building of the same size and type as the market -rate units for occupancy by households meeting the definition of "Extremely Low Income" in SMMC Section 17 9.56.020. Households meeting the definition of "Extremely Low Income" and having at least one member of the household with a physical disability shall have a preference for one -half of such deed - restricted Rental Housing units in each Residential Building ( "Preferential Units "). Developer shall inform local disability advocacy organizations of the availability of the Extremely Low Income units and the mechanism for applying to be placed on the City's Affordable Housing waiting list administered by the City's Housing Division. A physical disability includes but is not limited to, partially or completely missing limbs, mobility impairments requiring the use of a wheelchair, cerebral palsy, and chronic or episodic conditions such as HIV /AIDS, hepatitis, epilepsy, seizure disorder, diabetes, multiple sclerosis and heart disease. If there are insufficient qualified households having at least one member with a physical disability to occupy all of the Preferential Units, then leases for the preferential units occupied by a household without a member with a physical disability shall be permitted on a month -to -month basis. No resident of any such Rental Housing unit shall be evicted except in compliance with applicable laws. Developer shall contract with a third parry service provider having expertise in providing services to low income households to provide new residents of the Extremely Low Income Rental Housing units with information about available services in the community and assist such residents in accessing services through referral and advocacy. Such services may include helping residents maintain stability and prevent eviction, building life skills, increasing household income and assets, increasing health and well- being, or improving the educational success of children and youth. 2.6.5 Fully Accessible Units. Providing all of the Extremely Low Income units in the Project as fully accessible in accordance with 2013 California Building Code Chapter I IB, or successor thereto. 2.6.6 Cultural Arts Requirement. Installation of on -site public art and the funding of programming in the following manner: (a) The Developer of each Building shall, prior to issuance of a building permit for such Building, pay a cultural arts fee (the "Cultural Arts Contribution ") in an amount equal to $4.00 per square foot of Floor Area in that Building by placing such amount into an interest bearing trust account established by Developer or any Owner's Association established for the Project. The first $500,000 deposited into such account, irrespective of which Building or Buildings are the first to be issued a building permit, shall be dedicated to arts programming (the "Arts Programming Contribution ") with selection of programming and distribution of fiends to be made in accordance with procedures to be approved by the City. All cultural arts fees deposited into such account in excess of $500,000 shall be dedicated to the acquisition and installation of public art throughout the Project in accordance with this Section 2.6.6 (the "Physical Art Contribution "). (b) Prior to submission of the application to the ARB for the first Building in the Project, the Developers shall submit a Public Art Plan for the Project M (the "Project Art Plan ") to the City's Cultural Affairs Manager for review and approval. The Project Art Plan shall include (i) proposed locations for public art in the Project to be paid for through the Physical Art Contribution, with a reasonably equal allocation of the cost of art pieces across the two Phases of the Project, (ii) two plans for use of the Arts Programming Contribution, one under the assumption that the Plaza is constructed ( "Plan A ") and one under the assumption that the Plaza is never constructed ( "Plan B ") and (iii) a description of the process for developing programming and distributing the funds if the Plaza is constructed as in Plan A. Plan B shall limit the use of the Arts Programming Contribution to programming in the Bergamot Area Plan boundaries with selection of programming and distribution of funds to be made in accordance with a process to be determined by the City's Cultural Affairs Division. In reviewing the Project Art Plan, the Cultural Affairs Manager shall take into consideration the phased nature of the Project with an emphasis on scaleable art. (c) The procedures set forth in Part 9.04.10.20, or any successor thereto, of the Zoning Ordinance shall be applicable to the determination of public art to be installed in the Project. Prior to the issuance of a building permit for any Building, the City's Arts Commission, or the City Council on appeal, shall, pursuant to Section 9.04.10.20.090, or any successor thereto, of the Zoning Ordinance have approved any piece of art that, under the approved Project Art Plan, is to be placed on the Site on which such Building is to be located. This Section 2.6.6(c) shall not be applicable to the issuance of any separate excavation or foundation permit. The amount paid by any Developer for the Physical Art Contribution with respect to any Building may either be utilized for the installation of public art in the Phase within which such Building is located or retained to be combined with other amounts paid with respect to other Buildings for the installation of public art in other portions of the Project. In the event a Building's Physical Art Contribution is retained and not directly applied towards on -site art at that time, the approval procedures set forth in Section 9.04.10.20 shall be deferred until such a time as the physical art piece to be purchased is determined as set forth in the Project Art Plan. (d) If, for any reason, no building permit has been issued for the construction of the Building on Site 1 within three (3) years following issuance of a certificate of occupancy for the first Building in the Project, the amount of the Arts Programming Contribution that has not been expended shall be available to the City for use under Plan B unless and until a building permit is issued for the Building on Site 1. (e) If, for any reason, at the Outside Building Permit Issuance Date or at an earlier date if all Developers have advised the City in writing that no additional buildings will be constructed under this Development Agreement, any amount of the Physical Art Contribution which has not been expended shall be used by Developer for additional art works in the Project identified and approved in accordance with the procedures in Section 9.04.10.20, or any successor thereto, of the Zoning Ordinance. (f) If for any reason, this Agreement is terminated prior to expiration of the Term, any amount of the Arts Programming Contribution or the Physical Art Contribution which has not been expended shall be transferred to the City's 19 Cultural Arts Trust Fund for use in general cultural programming and improvements as it may determine in its sole discretion. 2.6.7 Temporary Construction Jobs. Generation of an estimated 4,417 new, temporary, design, and construction jobs within the City; and 2.6.8 Transportation Impact Fee. Payment of a Transportation Impact Fee in the amount calculated under SMMC Chapter 9.73 for each Building on or before issuance of a building permit for that Building to be used by the City for the purposes set forth therein. 2.6.9 Undergrounding Utility Lines & Electrical Substation Re Location. The Project shall relocate or remove the electrical substation on -site and underground the existing electrical power transmission, distribution and service lines as well as all above ground communication lines and equipment, such that the existing poles along Olympic Boulevard can be removed along the property frontage. 2.7. LUCE Community Benefits. Set forth below in this Section 2.7 are the LUCE community benefits to be achieved and developed in accordance with the terms of this Agreement. 2.7.1 Transportation Demand Management Plan. The following TDM requirements shall be applicable commencing with the issuance of a Certificate of Occupancy for the first Building to be completed in the Project unless otherwise specified: O TDM Implementation Plan. Prior to issuance of a Certificate of Occupancy for the first building in the Project, Developer shall submit for review and approval by the Planning Director a TDM Implementation Plan (the "TDM Implementation Plan ") that describes how each of the TDM measures required in this Section 2.7.1 will be implemented, how the TDM Plan will be monitored, and who will be responsible for reporting on the TDM Plan. The TDM Plan shall include contact information for the on -site coordinator. Annual Report on TDM Plan. As part of this Agreement's annual compliance report pursuant to Section 10.2, Developer shall submit a report on the TDM measures required by this Agreement and document the effect the TDM Plan has had on transportation choice, parking availability, bicycle accessibility, and transit ridership. Occ Transportation Demand Management Ordinance. Tenants engaged in commercial uses ( "Commercial Tenants ") in the Project shall be subject to SMMC Chapter 9.16 (the Transportation Management Ordinance), or any successor thereto. In the case of any inconsistency between this Agreement and the Transportation Demand Management Ordinance, the more restrictive requirements shall apply. Ud) AVR Requirements Applicable to Creative Office Phase. During any time when only one Creative Office Building has received a Certificate of 20 Occupancy, the Developer owning such Creative Office Building shall achieve an average vehicle ridership ( "AVR ") of 2.0 (the "Creative Office AVR Goal ") by the second anniversary after issuance of such Certificate of Occupancy for employees of the tenants of the first Creative Office Building (the "Creative Office Occupants "). Developer owning such Creative Office Building shall continue to achieve and maintain the Creative Office AVR Goal, except as provided in Section 2.7.1(d)(2) below. Developer shall determine the AVR by October I of each calendar year ( "AVR Report ") commencing with receipt of the Certificate of Occupancy for such Building. The initial AVR Report may be deferred to October 1 of the subsequent year if less than 90 days have passed since issuance of such Certificate of Occupancy. (1) Method of Determining AVR, The AVR shall be based upon employee surveys undertaken for one consecutive week each calendar year. For purposes of calculating AVR, the survey must be conducted in accordance with SMMC Chapter 9.16, or any successor thereto, in effect at the time the survey is conducted except that zero emission vehicles shall be counted as vehicles. The survey must be taken over five consecutive days during which the majority of employees are scheduled to arrive at or leave the worksite. The days chosen cannot contain a holiday as specified in Section 1.40 of this Agreement and cannot occur during `Rideshare Week' or other `event' weeks (i.e. Bicycle Week, Walk to Work Week, Transit Week etc.). This survey must have a minimum response rate of seventy -five percent of employees who report to or leave work between six a.m, and ten a.m., inclusive, and seventy -five percent of employees who report to or leave work between three p.m. and seven p.m., inclusive. A ninety percent or better survey response rate for the a.m. or p.m. window allows the Developer to count the `no -survey responses' as `other' when calculating the AVR. If the AVR Report shows that the Creative Office AVR Goal has not been achieved for such Building, then the Developer owning such Building shall propose modifications to the TDM Plan applicable to such Building that are likely to achieve the Creative Office AVR Goal by the date of the next annual evaluation of such Building. In addition, the Planning Director may recommend modifications to the TDM Plan applicable to such Building. Any of the modifications to the TDM Plan proposed by Developer (or proposed by the Planning Director and agreed to by the Developer) to help the Project achieve the Creative Office AVR Goal shall be subject to the reasonable approval by the Planning Director as a Minor Modification. Such Developer's failure to achieve the Creative Office AVR Goal shall not constitute a default under this Agreement so long as such Developer is working cooperatively with the City and taking all feasible steps to achieve compliance. The term "feasible" shall mean capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, and technological factors. (2) Expiration of AVR Requirements Applicable to Creative Office Phase. The provisions of this Section 2.7.1(d) shall automatically expire and be of no further force or effect at such time as a Certificate of Occupancy has been issued for the second Creative Office Building. (e) PM Peak Hour Trip Cap. 21 (1) Trip Generation Limits. (i) Residential Phase. If a Certificate of Occupancy has been issued for one or more Residential Buildings but no Certificate of Occupancy has been issued for a Creative Office Building, for purposes of this Section 2.7.1(d), the term "Trip Generation Limit" means the PM peak hour trip generation based on the EIR for the Residential Buildings: 153 trips prior to the Outside Building Permit Issuance Date or January 1, 2025, whichever is earlier, and 147 trips thereafter. (ii) Creative Office Phase. If a Certificate of Occupancy has been issued for one Creative Office Building but no Certificate of Occupancy has been issued for a Residential Building, for purposes of this Section 2.7.1(d), the term "Trip Generation Limit" means the PM peak hour trip generation based on the EIR for the Creative Office Buildings: 367 trips prior to the Outside Building Permit Issuance Date or January 1, 2025, whichever is earlier, and 362 trips thereafter. (iii) Entire Project. If Certificates of Occupancy have been issued for both one or more Creative Office Buildings and for one or more Residential Buildings for purposes of this Section 2.7.1(d), the term "Trip Generation Limit" means the PM peak hour trip generation based on the EIR for the Project when fully completed: 526 trips prior to the Outside Building Permit Issuance Date or January 1, 2025, whichever is earlier, and 507 trips thereafter. (2) PM Peak Hour Trip Generation Monitoring. PM peak hour trip generation shall be monitored annually by a third party consultant selected by the Developers and this consultant shall prepare a report ( "PM Peak Hour Trip Generation Report") on this monitoring within 10 days of the monitoring. The report shall compare the monitored PM peak hour trip generation to the applicable Trip Generation Limit. To facilitate this monitoring and in accordance with Sections 2.7.11 and 2.8.5, Developers shall implement a key card entry and exit system for on -site parking that will differentiate between residential, commercial, on -site visitors and customers, and off -site users. PM peak hour trip generation shall be measured by counting the number of parking users that use an on -site residential or commercial key card to enter or exit the garage during PM peak hours. Other on -site users (i.e. those who pull a ticket upon entry) who enter or exit the garage during PM peak hours shall also be included in the measurement of PM peak hour trip generation. In an effort to encourage shared parking, exclusively off -site users with a key card entering or exiting during PM peak hours will not be counted towards the Project's PM peak hour tip generation. Vehicles entering or exiting that are part of a car - sharing service or van pool will also not be counted towards PM peak hour trip generation counts. At Developers' sole and absolute discretion, Developers may conduct a survey of all PM peak hour trips to determine the number of trips that were the result of a user who parked in the Project's garage but also went off -site. The methodology for the survey shall be 22 submitted for review and approval as part of the TDM Implementation Plan required by Section 2.7.1(a). Each user who indicates that he /she went off -site shall be considered a "Shared Trip ". Each Shared Trip shall result in a credit of one -half PM peak hour trip which shall be subtracted from the total PM peak hour trip generation for that day. PM peak hour trip generation shall be measured over a consecutive two day period (excluding weekends, holidays as specified in Section 1.40 of this Agreement, `Rideshare Week', or other `event' weeks designed to reduce vehicle hips such as Bicycle Week, Walk to Work Week, Transit Week, etc.). The average of the two day count shall represent the Project's measured PM peak hour trip generation. As part of the annual compliance report required by Article 10 of this Agreement, Developers shall by October 1 of each year commencing with receipt of Certificate of Occupancy for the first Building in the Project deliver the PM Peak Hour Trip Generation Report to the City. Submittal of the initial Report may be deferred to October 1 of the subsequent year if less than 90 days have passed since issuance of the Certificate of Occupancy for the first building. (3) Remedy for Exceeding PM Peak Hour Trin Generation Limits. If the Project's PM peak hour trip generation, as shown in the annual report, exceeds the applicable Trip Generation Limit (an "Event Year "), Developers shall submit a list of changes to the TDM Plan to the Planning Director for approval within 60 days of the submission of the annual report, with such approval not to be unreasonably withheld, conditioned or delayed. Upon approval of the requested changes, Developers shall have 30 days to implement the approved measures. Developers shall submit a follow -up monitoring report within 120 days following the implementation of the new programs. If the Project's PM peak hour trip generation, as measured in the follow -up report, continues to exceed the applicable Trip Generation Limit, then Developers shall pay to the City for each business day of non - compliance (inclusive of the business days during the days of non - compliance following implementation of the approved changes) a fine calculated by multiplying the number of PM peak hour trips exceeding the applicable Trip Generation Limit by a combined penalty of $5.00 plus the average daily parking rate charged to all on -site users of the garage over the two -day monitoring period [Number of PM peak hour trips exceeding applicable Trip Generation Limit x ($5.00 + average daily parking rate)]. The average daily parking rate shall be calculated by dividing the total parking revenue collected from on -site users (including all pro -rated on -site monthly parking users and excluding exclusively off -site users) on the monitoring days by the total number of vehicles entering and exiting the garage (excluding exclusively off -site users). The fine shall be used to fund the Transportation Demand Management Organization (TMO) established for the Bergamot area. The fine shall cease upon Developers submitting two monitoring reports that are a minimum of 30 days apart that demonstrate PM peak hour trip generation at or below the applicable Trip Generation Limit. Developers shall not be required to pay the fine for any business days following submittal of the first monitoring report demonstrating compliance provided the second follow -up report also demonstrates compliance with the applicable Trip Generation Limit. Failure 23 to meet the applicable Trip Generation Limit shall not constitute a default under this Agreement so long as Developers are working cooperatively with the City to achieve compliance; provided, however, that failure to pay any fine that might be required under this Section 2.7.1(e)(3) shall constitute a monetary Breach under Article 11 below. (4) Timely Notification to City for Exceeding PM Peak Hour Trip Generation Limits. If monitoring of PM peak hour trip generation is completed and a report prepared more than 90 days prior to October 1 and such report demonstrates that the Project's PM peak hour trip generation exceeds the applicable Trip Generation Limit, Developer shall notify the City in writing within 10 days. Thereafter, Developer shall immediately follow all steps to remedy the Project exceeding the Trip Generation Limit as described in Section 2.7.1(e)(3) and shall be subject to the fines specified therein for non - compliance. (5) Changes to TDM Program if Project Does Not Exceed PM Peak Hour Trip Generation Limits. This Section 2.7.1(d)(5) shall only apply (i) as to the Residential Phase when all three Buildings within such Phase have received Certificates of Occupancy, (ii) as to either the Creative Office Phase or the Residential Phase when the Developer of such Phase has advised the City in writing that no additional Buildings will be constructed in such Phase under this Development Agreement, or (iii) as to the entire Project when all five Buildings have received Certificates of Occupancy or when all Developers have advised the City in writing that no additional Buildings will be constructed under this Development Agreement. If in any Event Year, the Project's PM peak hour trip generation, as shown in the annual report, is 20 trips below the Trip Generation Limit for the entire Project, 14 trips below the Trip Generation Limit for the Creative Office Phase if only one Creative Office Building and no Residential Buildings have been constructed, or 6 trips below the Trip Generation Limit for the Residential Phase if no Creative Office Buildings have been developed, Developers shall be entitled to submit a list of changes to the TDM Program to the Planning Director for approval, with such approval not to be unreasonably withheld, conditioned or delayed. Denial of such approval shall be deemed to be unreasonable if Developers provide credible quantifiable evidence that implementation of such changes will not cause the number of PM peak hour trips to exceed the applicable Trip Generation Limit. "Credible quantifiable evidence" shall include, but shall not be limited to, a report based on site data generated no earlier than 60 days prior to such request and the best available research from a reputable traffic and parking consultant with experience in evaluating the impacts of TDM programs -in the City of Santa Monica demonstrating based on that experience that the requested changes will not cause the number of PM peak hour trips to exceed the applicable Trip Generation Limit. At the request of Developers, the Planning Director shall meet with Developers and such consultant prior to preparation of such report to discuss the assumptions to be made in, and the procedures for, preparing the report and if Developers submit a report professionally prepared using assumptions and procedures approved by the Planning Director which demonstrates that such changes to the TDM Plan will not cause the Project's PM peak hour trip generation to exceed the applicable Trip Generation Limit, Developers shall be entitled to implement such changes. 24 If Developers implement any such changes, the PM peak hour trip generation shall be monitored as provided in Section 2.7.1(e)(2) above within sixty (60) days of such implementation and a report submitted to the Planning Director comparing the monitored PM peak hour trip generation to the applicable Trip Generation Limit. If such report demonstrates that the Project's PM peak hour trip generation exceeds the applicable Trip Generation Limit, Developers shall, within ten (10) days following delivery of such report, reinstitute all elements of the TDM Plan which were modified or eliminated and pay penalties for the entire period when the Trip Generation Limit was exceeded in accordance with Section 2.7.1(e)(3). Notwithstanding the above, Developer shall not be entitled to change the following provisions of the TDM Plan: • TMO Contribution and Participation • Designation of a Project Transportation Coordinator • Bike Sharing Program • Transportation Information Center • TDM Web Site Information • Pedestrian Wayfrnding • Parking Availability for Non - building users (as required by Bergamot Area Plan) • Convenient Parking for Bicycle Commuters (as required by Bergamot Area Plan) • Convenient Parking for Bicycle Riders (as required by the Bergamot Area Plan) • On -Site Showers and Lockers (as required by Bergamot Area Plan) (f) TDM Plan. The TDM Plan shall include the following measures: (1) Measures Applicable to Entire Project (Creative Office and Residential Phases) (i) Transportation Demand Management Organization Contribution and Participation. Unless the City has already established a Transportation Demand Management Organization ( "TMO ") for the Bergamot area, prior to the issuance of a Certificate of Occupancy for the first Building, Developers and building tenants shall form (if not already formed) and/or take a leading role in the formation of a TMO, which may include both the provision of suitable on -site office space and undertaking formation activities for Bergamot area employers, employees, and property owners. Such formation activities include but are not limited to: identifying commute alternatives to be provided and promoted; advocacy and marketing activities (specifically regarding educating employers and employees about TDM plans and benefits, local neighborhood serving uses, and trip reduction services, programs, and/or subsidies); promotion of local housing opportunities including those targeting Santa Monica employees; targeted in- person outreach, and hosting at least one Bergamot area - wide TDM event per quarter for the first two years after the issuance of the first Certificate of Occupancy (the "TMO Formation Period "). After the TMO Formation Period, the Developer need only host one Bergamot area -wide TDM event per year. The 25 TMO may be established by the City and shall meet the requirements set forth in SMMC Chapter 9.16 (the Transportation Demand Management Ordinance), or any successor thereto. Upon issuance of a Certificate of Occupancy for the first Creative Office Building or anytime thereafter, the Planning Director may provide Developer written notice requiring Developer to reserve on -site office space specifically for the purpose of Bergamot TMO activities. Upon receipt of such written notice, Developer shall have 180 days to provide on -site office space (which may be subterranean space and/or be part of a management, parking, engineering, or operations office on -site but shall be accessible to all employees) for up to two employees responsible for Bergamot TMO activities at no charge to the TMO if/when formed. The office space shall be provided until the earlier of when the City or TMO notifies Developer that such space is no longer needed, the space is unoccupied by a TMO employee for greater than 180 consecutive days, or the life of the Project. If the office space is unoccupied by a TMO employee for greater than 180 consecutive days, the requirement for office space shall be re- instated upon the Planning Director providing written notice to the Developer and Developer shall have 180 days to provide on -site office space in accordance with the requirements of this Section. Prior to occupancy of the on -site office space, the City shall enter into a license agreement with Developer which may establish the permitted uses for the space consistent with the purposes and goals of the TMO as set forth in this Agreement, Developer's unilateral right to relocate the office space as necessary from time to time, or other provisions that Developer reasonably deems necessary to accommodate the space provided to the TMO. Prior to issuance of a building permit for the first Building (the "Initial Contribution Date "), Developer shall make a contribution of $30,000 to the TMO. Beginning in the year following the Initial Contribution Date, and continuing for the Life of the Project, each Developer shall make an annual contribution to the TMO concurrently with the submittal of Developers' annual compliance monitoring report in an amount equal to $6,000 for each Building owned by such Developer for which a Certificate of Occupancy has been issued. If a building permit has been issued for at least three Buildings in the Project by the Outside Building Permit Issuance Date, Developers owning each Building in the Project shall increase their annual contribution evenly such that the maximum annual aggregate amount for all Developers is $30,000. Developers shall pay annual dues as set forth by the TMO, attend organizational meetings, provide traffic demand data to the TMO, and make available information to their tenants relative to the services provided by the TMO. At the discretion of Developer, to be approved by the Planning Director through a Minor Modification, elements of this TDM Plan may be incorporated into the TMO. (ii) Transportation Information Center. Developers shall provide on -site information for employees, visitors and residents about local public transit services (including bus lines, light rail lines, bus fare programs, ride share programs, shuttles) and bicycle facilities (including routes, rental and sales locations, on -site bicycle racks and showers for the commercial tenants of the Project W, only). Developers shall also provide walking and biking maps for employees, visitors and residents, which shall include but not be limited to information about convenient local services and restaurants within walking distance of the Project. Developers shall provide information to tenants and employees of the Project site regarding local rental housing agencies. Such transportation information may be provided through a computer terminal with access to the Internet, via a website, or in another form. (iii) TDM Web Site Information. Developers and tenants shall be required to maintain a website that makes available transportation information such as the items noted in Section 2.7. 1 (e)(1)(ii) above, including links to local transit providers, area walking, bicycling maps, etc., to inform employees, visitors and residents of available alternative transportation modes to access the Project site and travel in the area. (iv) Project Transportation Coordinator. A Project Transportation Coordinator (the "PTC ") shall be designated for this Project by Developers as required by the City of Santa Monica's Transportation Management Division in accordance with SMMC Chapter 9.16 or any successor thereto. The PTC shall manage all aspects of this TDM Plan and participate in City- sponsored workshops and information roundtables. The PTC shall be responsible for making available information materials on options for alternative transportation modes and programs particularly programs that involve commuter subsidies such as parking cashout and vanpool subsidies. In addition, transit fare media and day /month passes will be made available through the PTC to employees, visitors and residents during typical business hours. In the event that the PTC is changed, Developers shall provide written notification to the City of the contact information for the new PTC for the Project within 15 days of such change. (v) Pedestrian Wavfrnding. Developers shall provide and maintain a pedestrian wayfrnding program subject to the reasonable approval of the Planning Director directing employees, visitors, and residents to /from the project site and public bus transit and rail transit lines, as well as the future light rail station to be located directly across from the Project site. (vi) Preferred Drop- off/Pick -up Loading Zone. Developers shall designate a preferred drop- off/pick -up loading zone within the provided street parking on the Western Street and the Eastern Street, as those terms are defined in Section 2.7.2 below, that will provide direct access to the Project site so as to discourage on- street double parking. (vii) Car Share Service. Developers shall reserve spaces within the garage for a commercial car share service at a ratio of one space for every 200 Rental Housing Units and one space for every 50 non - residential spaces if such a service requests such spaces and chooses to lease such space at market rates as determined by Developers from time to time. 27 (viii) Bike Sharing Program. Developers shall participate in any bicycle sharing program operated by the City or any third party operator as required by this Section. Developers shall set aside two areas within the Open Space for bicycle sharing stations that are visible, accessible and compatible with the operation of the Project. The two areas shall not be required to exceed ten (10) feet in depth and twenty -five (25) feet in width. The Developers or the Owners' Association shall have the right to relocate the areas made available for such bicycle sharing station, subject to the approval of a Minor Modification from the Planning Director, from time to time so long as the new location continues to be of a similar size and reasonably located given the requirements of the bicycle sharing program. On the Initial Contribution Date, Developer of the Building receiving the fast building permit shall make a contribution of $20,000 for use in connection with the funding of any bicycle sharing program implemented or to be implemented by the City or any third party with the approval of the City. Beginning in the year following the Initial Contribution Date, and continuing for the Life of the Project, Developers shall make an annual contribution for such purpose concurrently with the submittal of Developers' annual compliance monitoring report in an amount equal to $8,000 for each Building in the Creative Office Phase for which a Certificate of Occupancy has been issued plus $3,000 for each Building in the Residential Office Phase for which a Certificate of Occupancy has been issued up to a maximum annual aggregate amount for all Developers of $25,000. Until a bicycle sharing program has been established, either by the City or by a third party with the approval of the City, the amounts required to be contributed hereunder shall be used for the funding of bicycle infrastructure or other bicycle programs in the City. Neither any Developer nor the Owners' Association shall have any obligation to fund or operate any such program or incur any costs associated with the installation, maintenance or operation of any equipment located in the bicycle sharing station except to the extent provided by this Section. (fx) Parking Cash Out. Each Developer shall require all Commercial Tenants in all Buildings owned by such Developer to meet the requirements of California Health and Safety Code Section 43845 (Parking Cash Out Program) by offering a parking cash -out if an employee eligible under such Section chooses not to accept a subsidized parking space; however, in no case shall such parking cash -out be less than the monthly cost of the subsidy to employees of a parking pass. For the purposes of this Agreement, the eligibility provisions of California Health and Safety Code Section 43845 referring to minimum employee size (i.e. 50 employee minimum) shall not apply. Eligible employees may choose to have a portion of their parking cash - out applied toward the purchase of a monthly transit pass at their discretion and receive the remainder in cash. Where employees are also residents of the Project, only the higher of the parking cash - out/transportation allowance identified in this Section 2.7.l (f)(2)(iii) and (iv), as applicable, or the Transit Pass Subsidy identified in Section 2.7. 1 (f)(3)(vi) shall be offered to the resident/employee. RM Developer shall write the requirements of the Parking Cash Out into any leases executed with Commercial tenants of the Project. Commercial tenants of the Project which would otherwise not be subject to California Health and Safety Code Section 43485 shall have ultimate responsibility for adherence to the Parking Cash Out requirements. Failure of such tenant to comply with the Parking Cash Out requirement shall not constitute a Default by any Developer under this Agreement so long as such tenant's lease requires such compliance and such Developer is actively pursuing all necessary enforcement actions to bring such tenant into compliance with this lease provision. (x) Transportation Allowance. Each Developer shall require Commercial Tenants in all Buildings owned by such Developer who do not subsidize the cost of a parking space for their employees to offer a Transportation Allowance to their employees. An "employee" shall be as defined in SMMC Chapter 9.16 or any successor thereto with the exception of part -time employees who do not regularly commute during the PM peak period. An employee accepting the Transportation Allowance shall be required to execute a contract agreeing that said employee will neither drive to work nor park within a 2.0 mile radius of the Project more than five business days per month. The contract shall also specify the employee's commute mode (e.g. transit, bike, walk). If the employee chooses transit as the commute mode, such employee shall receive a regional monthly transit pass of their choice (e.g. Metro EZ Pass, Metro TAP Pass, Big Blue bus 30 -Day Pass or equivalent). If the employee chooses any other commute mode, such employee shall receive 80% of the value of a regional monthly transit pass in cash. Where employees are also residents of the Project, only the higher of the parking cash - out/transportation allowance identified in this Section 2.7. 1 (f)(2)(iii) and (iv), as applicable, or the Transit Pass Subsidy identified in Section 2.7. 1 (f)(3)(vi) shall be offered to the resident /employee. Developer shall write the requirements of the Transportation Allowance into any leases executed with Commercial tenants of the Project. If tenant fails to adhere to the requirements of the Transportation Allowance, Developer shall be required to do so. (2) Measures Applicable to the Creative Office Phase Only. (i) Van Pool Program Subsidv. Developer shall subsidize van transportation at a minimum 50% of cost, which may also be through the TMO, for employees who are registered participants in a van pool program with the PTC and whose employer does not already subsidize the employee's van pool. Developers shall facilitate the use of existing vanpools or the development of new vanpools for eligible employees by providing employee zip code information given to the PTC to vanpool vendors. The program shall use a vendor who provides vehicles for vanpool services as approved by the Developer. (ii) Vanpool/Carpool Preferential Parking Spaces. Developers shall provide at least 20 preferential vanpool and carpool parking spaces within the parking garage at Certificate of Occupancy for the first Creative Office Building. Additional preferential vanpool and carpool parking spaces shall be provided 29 as required in order to meet demand. Such preferential vanpool and carpool parking spaces shall be clearly signed and marked with reference to the applicable Santa Monica Municipal Code section regulating use of such spaces as being reserved for vanpool and carpool parking. These parking spaces shall be for Project employees who commute to work in carpools or vanpools registered with the PTC. An employee who drives to work with at least one other employee in the Project or adjacent facilities within one -mile of the Project may register as a carpool entitled to preferential parking within the meaning of this provision. (iii) Parking Availability for Non - Building Users. Subject to the provision of sufficient on -site parking for building users, Developers will make any unused on -site commercial parking available for monthly lease at market rates to third parties in accordance with Section 2.7.11. (iv) Parking Pricing. Parking pricing may be established at the discretion of the Developer but shall be noncompetitive with the price for comparable transit fares and shall comply with the parking policies and standards of the Bergamot Area Plan. All parking spaces shall be priced at an hourly or daily rate as follows: On -site Employees or Residents who are TMO members, if one exists (Reserved Parking): A minimum daily and hourly parking fee in accordance with the Bergamot Area Plan. Employees or Residents who live or work in the Bergamot Area Plan or TMO boundaries and are TMO members, if one exists: A minimum daily and hourly parking fee in accordance with the Bergamot Area Plan. Shared Parking (i.e. customers, visitors, non -TMO members, and employees who choose not to obtain a reserved parking space): A minimum daily and hourly rate of at least 150% more than the rate charged to TMO members for Reserved Parking. This rate shall be adjusted annually based on the CPI rate utilized by the City. If parking spaces are leased on a monthly basis, the monthly rate shall not be less than twenty (20) times the minimum daily rate. The rate charged to local employees may vary significantly from those of park- and -ride transit users in order to discourage AM and PM peak period commute park and ride transit use. A variable parking rate for off -peak homy may also be introduced. The City shall ensure 30 compliance with this provision as part of the annual compliance report required in Article 10 of this Agreement. (v) Fully Unbundled Parking. The Developer shall not require tenants occupying space in any Building for Creative Office, Retail or Restaurant Uses to lease parking. Any parking leased by such tenants shall be a separate line item in the lease and priced in accordance with Section 2.7. 1 (f)(2)(iv). (vi) Convenient Parking for Bicycle Commuters. Developers shall provide location(s) within the garage and other convenient locations located in the Creative Office Phase for secure long -term parking for bicycle commuters for employees working at the site and visitors to the site in accordance with the Bergamot Area Plan. Short-term bicycle parking shall also be provided in accordance with the Bergamot Area Plan and shall be conveniently placed adjacent to retail uses and building lobbies of the Creative Office Phase. For purposes of this requirement, short -term bicycle parking includes but is not limited to bicycle posts and bicycle racks and long -term bicycle parking includes but is not limited to a locked cage or other secure bicycle parking. Bicycle parking within the garage shall be located close to elevators for convenient accessibility. (vii) On -Site Showers and Lockers. Developers shall provide unisex showers and locker facilities in accordance with the Bergamot Area Plan for on -site employees who use active means, powered by human propulsion, of getting to work or who exercise during the day. (viii) Bicycle Repair Tools. Developers shall provide a work bench with bike tools including an air pump, at a location to be approved by the Planning Director within the garage. (ix) Compressed Work Week Schedule. Developers shall provide information to Project tenants regarding the benefits of offering a compressed work week schedule to employees whereby their hours of employment may be scheduled in a manner which reduces trips to /from the worksite during peak hours for the surrounding streets. (x) Flex -Time Schedule. Developers shall provide information to Project tenants regarding the benefits of permitting their employees within the Project to adjust their work hours in order to accommodate public transit schedules, rideshare arrangements, or off -peak hour commuting. (xi) Guaranteed Return Trip. Developers shall provide information to Project tenants and employees regarding Metro's Guaranteed Ride Home program which provides employees who rideshare, bus, bike, or walk to work, with a return trip to their point of commute origin at no additional cost to the employee, when a personal emergency situation or unplanned overtime requires it. 31 (3) Measures Applicable to Residential Phase Only. (i) Transit Welcome Package for Residents. Developers shall provide all new residents of the residential component of the Project site with a Resident Transit Welcome Package (RTWP) on a per -unit basis. The RTWP shall, at minimum, include the information required in Section 2.7.l(e)(1)(ii) (ii) Unbundling of Parking Spaces. Developers shall not require renters of the Residential Housing Units and Restaurant, Artist Work/Live, and Retail tenants to lease parking spaces. Any parking leased by such tenants shall be a separate line item on the lease and priced in accordance with Section 2.7.l(e)(2)(v). Parking for deed-restricted affordable housing units designated for households with household income equal to or below 120% of AMI shall be in accordance with the parking policies of the Bergamot Area Plan. (iii) Van Pool Program. If no Creative Office Building has been constructed, Developers shall provide five preferential parking spaces, within the parking garage for Project residents who participate in a vanpool. Such preferential vanpool parking spaces shall be clearly signed and marked with the applicable Santa Monica Municipal Code section regulating such spaces as reserved for vanpool and carpool parking. (iv) Jobs /Housing Balance /Local Preference. In furtherance of the City's objective to improve the jobs/housing balance and to reduce total trip generation in the immediate area, Developers of the Residential Phase shall implement the local preference housing program described in Section 2.7.4(a). (v) Convenient Parking for Bicycle Riders. Developers shall provide location(s) within the garage or other convenient location relative to the Residential Phase secure long -term bicycle parking spaces for residents as required by the Bergamot Area Plan. Short-term bicycle parking as required by the Bergamot Area Plan will be conveniently placed adjacent to retail uses and building lobbies of the Residential Phase. For purposes of this requirement, bicycle parking includes but is not limited to bicycle posts, bicycle racks, a locked cage, a bicycle room, or other secure bicycle parking. (vi) Transit Pass Subsidy for Rental Housing Units. On a monthly basis, Developers shall make a universal transit pass, such as the Metro EZ Transit Pass or Big Blue Bus 30 -Day Pass, available for sale to all residents listed on leases at a discount of at least 50% of the then current market rate for such transit pass. Where residents are also employees of the Project, only the higher of the parking cash- out/transportation allowance identified in Section 2.7.1(e)(2)(iii) and (iv), as applicable, or the Transit Pass Subsidy identified in Section 2.7.l(e)(3)(vi) shall be offered to the resident /employee. 32 2.7.2 Street and Sidewalk Improvements. Developers shall dedicate easement areas to the City and construct the street and sidewalk improvements on these easement areas for public purpose as follows: (a) Nebraska Avenue Extension/Olympic Sidewalk/2e Street Sidewalk/Stewart Street Sidewalk. The Western Nebraska Extension and the Eastern Nebraska Extension, as defined below and as shown on the Project Plans (collectively, the "Nebraska Extension "); the Western Olympic Sidewalk and the Eastern Olympic Sidewalk; the 26`h Street Sidewalk and the Stewart Street Sidewalk, as those terms are defined below and as shown on the Project Plans, shall be dedicated, constructed and completed in accordance with this Section 2.7.2, the street standards established in the Bergamot Area Plan, and all other applicable regulations and codes governing the construction of public streets and sidewalks in the City in effect at the time of construction. For purposes of this Section 2.7.2, the phrase "pedestrian pathway" means a temporary pedestrian walking area constructed in accordance with the conceptual typical street sections shown in Exhibit "O" attached hereto and the phrase "temporary road" shall mean a road constructed in accordance with the conceptual typical street sections shown in Exhibit "O" and all such regulations and codes for use by vehicles and providing a pedestrian pathway but excluding landscaping. (1) Creative Office Phase Requirements. (i) Western Nebraska Extension/Western Olympic Sidewalk — Permanent. If a building permit has been issued for any Building on either Site 1 or Site 2 in the Creative Office Phase, the Developer of each such Building shall, prior to issuance of a Certificate of Occupancy for each such Building and at its sole cost and expense, improve and complete construction of (A) a public street for the portion of the Nebraska Extension on that Site, as shown on the Project Plans, complete with curbs, gutters and sidewalks, and (B) a permanent curb, gutter, and sidewalk along that portion of Olympic Boulevard bordering that Site as shown on the Project Plans. (The portion of Nebraska Avenue on both Sites in the Creative Office Phase is referred to herein as the "Western Nebraska Extension" and the portion of the Olympic Sidewalk on both Sites in the Creative Office Phase is referred to herein as the "Western Olympic Sidewalk ".) (ii) Remainder of Western Nebraska Extension/Western Olympic Sidewalk — Temporary. If a Certificate of Occupancy has been issued for one Building in the Creative Office Phase but no building permit has been issued for the second Creative Office Building within eighteen (18) months following issuance of such Certificate of Occupancy, the Developer of the first Creative Office Building shall, within three (3) months of obtaining the necessary permits but no more than six (6) months in total to obtain permits and complete the improvements, build at its sole cost and expense a temporary road for the remainder of the Western Nebraska Extension and a pedestrian pathway for the remainder of the Western Olympic Sidewalk, subject to closure and demolition during construction of the second Creative Office Building; provided, however, that performance of such obligation shall be excused if a 33 building permit is issued for the second Building in the Creative Office Phase prior to completion of such temporary road and/or pedestrian pathway. (iii) Remainder of Western Nebraska Extension/Western Olympic Sidewalk — Permanent. If a Certificate of Occupancy has been issued for one Building in the Creative Office Phase but no building permit has been issued for the second Building in the Creative Office Phase by the Outside Building Permit Issuance Date, the Developer of the first Creative Office Building shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete the improvements following the Outside Building Permit Issuance Date, build, at its sole cost and expense, improve and complete construction of the remainder of the Western Nebraska Extension, complete with curbs, gutters and sidewalks, and the remainder of the Western Olympic Sidewalk. (iv) Eastern Nebraska Extension/Eastern Olympic Sidewalk — Temporary and Permanent. If no building permit has been issued for the first Building in the Residential Phase within eighteen (18) months following issuance of a Certificate of Occupancy for the first Creative Office Building, the Developer(s) of the Creative Office Phase shall build at its or their sole cost and expense a temporary road for any undeveloped portions of the Eastern Nebraska Extension, as shown on the Project Plans, subject to closure and demolition during construction of the Residential Phase and a pedestrian pathway for any undeveloped portion of the Eastern Olympic Sidewalk within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction. If no building permit is issued for a Residential Building by the Outside Building Permit Issuance Date, the Developer(s) of the Creative Office Phase shall complete at its or their sole cost and expense the permanent Eastern Nebraska Extension and the Eastern Olympic Sidewalk in accordance with Section 2.7.2(a)(2) below by not later than three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete the improvements following the Outside Building Permit Issuance Date. (v) 26th Street Sidewalk — Permanent. If a building permit has been issued for a Building on Site 1 in the Creative Office Phase, the Developer of such Building shall, prior to issuance of a Certificate of Occupancy for such Building and at its sole cost and expense, improve and complete construction of a permanent curb, gutter, and sidewalk where it abuts the western boundary of the Land (the "26th Street Sidewalk"). If a Certificate of Occupancy has been issued for a Building on Site 2 in the Creative Office Phase but no building permit has been issued for a Building on Site I in the Creative Office Phase by the Outside Building Permit Issuance Date, the Developer of Site 2 shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, following the Outside Building Permit Issuance Date, build, at its sole cost and expense, improve and complete construction of the 26`h Street Sidewalk. 34 (2) Residential Phase Requirements. (i) Eastern Nebraska Extension/Eastern Olympic Sidewalk — Permanent. If a building permit has been issued for any Building on Site 3, Site 4 or Site 5 in the Residential Phase, the Developer of each such Building shall, prior to issuance of a Certificate of Occupancy for each such Building and at its sole cost and expense, improve and complete construction of (A) a public street for the portion of the Nebraska Extension on that Site, as shown on the Project Plans, complete with curbs, gutters and sidewalks, and (B) a permanent curb, gutter, and sidewalk along that portion of Olympic Boulevard bordering that Site. (The portion of Nebraska Avenue on all three Sites in the Residential Phase is referred to herein as the "Eastern Nebraska Extension" and the portion of the Olympic Sidewalk on all Sites in the Residential Phase is referred to herein as the "Eastern Olympic Sidewalk.") . (ii) Remainder of Eastern Nebraska Extension/Eastem Olympic Sidewalk — Temporary. If a Certificate of Occupancy has been issued for any one Building in the Residential Phase but building permits have not been issued for either of the two remaining Buildings in the Residential Phase within eighteen (18) months following issuance of such Certificate of Occupancy, the Developer of such Building shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, build at its sole cost and expense a temporary road for the remainder of the Eastern Nebraska Extension and a pedestrian pathway for the remainder of the Eastern Olympic Sidewalk. If a Certificate of Occupancy has been issued for any two Buildings in the Residential Phase but building permits have not been issued for the remaining Building in the Residential Phase within eighteen (18) months following issuance of the later of the two Certificates of Occupancy, the Developers of such Buildings shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, and if not previously built, build at their sole cost and expense a temporary road for the remainder of the Eastern Nebraska Extension and a pedestrian pathway for the remainder of the Eastern Olympic Sidewalk. In either case, such temporary road and pathway shall be subject to closure and demolition during construction of the remaining Building or Buildings in the Residential Phase and performance of such obligation shall be excused for a specific building site if a building permit is issued for a Building on that site in the Residential Phase prior to completion of such temporary road and/or pedestrian pathway. (iii) Remainder of Eastern Nebraska Extension/Eastern Olympic Sidewalk — Permanent. If a Certificate of Occupancy has been issued for any Building or Buildings in the Residential Phase but no building permit has been issued for the remaining Building or Buildings in the Residential Phase by the Outside Building Permit Issuance Date, the Developer or Developers of the such Building or Buildings shall, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, following the Outside Building Permit Issuance Date, build at its or their sole cost and 35 expense, improve and complete construction of the remainder of the Eastern Nebraska Extension, complete with curbs, gutters and sidewalks, and the remainder of the Eastern Olympic Sidewalk. (iv) Western Nebraska Extension/Western Olympic Sidewalk — Temporary and Permanent. If no building permit has been issued for the first Creative Office Building by the earlier of eighteen (18) months following issuance of a Certificate of Occupancy for the first Residential Building or six (6) months following issuance of a Certificate of Occupancy for the third Residential Building, the Developer or Developers of the Residential Phase shall build a temporary road at its or their sole cost and expense for any undeveloped portions of the Western Nebraska Extension and a pedestrian pathway for any undeveloped portion of the Olympic Sidewalk as shown on the Project Plans, within three (3) months of obtaining the necessary permits but not more than six (6) months in total to obtain permits and complete construction, subject to closure and demolition during construction of the Creative Office Phase. If no building permit is issued for a Creative Office Building by the Outside Building Permit Issuance Date, the Developer or Developers of the Residential Phase shall complete at its or their sole cost and expense the permanent Western Nebraska Extension and the Western Olympic Sidewalk in accordance with Section 2.7.2(a)(1)(i) above, within three (3) months of obtaining the necessary permits but not later than six (6) months in total to obtain permits and complete construction, following the Outside Building Permit Issuance Date. (v) Stewart Street Sidewalk — Permanent. If a building permit has been issued for a Building on Site 5 in the Residential Phase, the Developer of such Building shall, prior to issuance of a Certificate of Occupancy for such Building and at its sole cost and expense, improve and complete construction of a permanent curb, gutter, and sidewalk where it abuts the eastern boundary of the Land (the "Stewart Street Sidewalk "). If a Certificate of Occupancy has been issued for any Building on Site 3 or Site 4 in the Residential Phase but no building permit has been issued for a Building on Site 5 in the Residential Phase by the Outside Building Permit Issuance Date, the Developer of the Residential Phase shall within three (3) months of obtaining the necessary pennits but not more than six (6) months in total to obtain permits and complete construction, following the Outside Building Permit Issuance Date, build, at its sole cost and expense, dedicate, improve and complete construction of the Stewart Street Sidewalk. (3) Adjacent Properties. The Parties acknowledge that certain of the properties bordering the Property along the northern edge of the Nebraska Avenue Extension ( "Adjacent Properties ") may be redeveloped, which redevelopment may also include development of an extension of Nebraska Avenue through the Adjacent Property that would be developed as an integrated roadway together with the Property's portion of the extension of Nebraska Avenue. 36 If any owner of Adjacent Property commences construction of an expanded street that would integrate Nebraska Avenue after Developer has completed the construction of Nebraska Avenue on their Parcel, then Developer shall not be responsible for any costs associated with the widening of Nebraska Avenue but shall instead cooperate with the City and the owner of the Adjacent Property to cause the construction of Nebraska Avenue to become part of the adjacent roadway improvements on the Adjacent Property In addition, if the widening of Nebraska Avenue occurs, Developer shall provide any cooperation required (at no cost or expense to Developer) to allow the Adjacent Property owner to improve and complete construction of Nebraska Avenue in accordance with the streetscape standards adopted as part of the Bergamot Area Plan together with any roadway repair that may also be required at such time on the portion of Nebraska Avenue within the easement area of the Property as may be required by the City. The City shall cause the Adjacent Property owner to dedicate, construct, and complete roadway improvements on the Adjacent Property that will integrate Nebraska Avenue in accordance with the streetscape standards of the Bergamot Area Plan and the then-current regulations and codes governing the construction of public streets in the City. The City shall also cause the Adjacent Property owner, at no cost to Developer to make any repairs that may be required to the Project as a result of such roadway work. Developer shall not be required to grant any additional easements as a result of the widening of Nebraska Avenue Extension. If Developer commences construction of the Project after the project on the Adjacent Property has completed construction of a roadway that is adjacent to the Nebraska Avenue Extension, then Developer shall cooperate with the City and the owner of the Adjacent Property to cause the construction of the expanded Nebraska Avenue Extension to become part of the adjacent roadway improvements on the Adjacent Property, so that the two combined roadway improvement areas are up to sixty -five (65') wide; provided that the Nebraska Avenue Extension Easement Area shall not be wider than thirty-five feet (35'). In addition, if such widening of the Nebraska Avenue Extension occurs, the City shall work with the Adjacent Property owner to try and cause the Adjacent Property Owner to cooperate with Developer (at no cost or expense to Developer) so that Developer may improve and complete construction of Nebraska Avenue Extension in accordance with streetscape standards adopted as part of the Bergamot Area Plan together with any roadway repair that may also be required at such time on the Nebraska Avenue Extension as may be required by the City. If Developer commences construction of the Project after the project on the Adjacent Property has completed construction of a roadway that is adjacent to the Nebraska Avenue Extension, then Developer shall be obligated to do the following at no cost to Adjacent Property owner: (i) construct, and complete such roadway improvements on the Adjacent Property that are necessary to integrate the Nebraska Avenue Extension with the other previously completed roadway improvements, all in accordance with the streetscape standards as established by the Bergamot Area Plan and the then - current regulations and codes governing the construction of public streets in the City, and (ii) 37 make any repairs that may be required to the project constructed on the Adjacent Property that may be required after completion of the Developer's roadway work. (b) New Western Street. (1) Construction — Permanent by Creative Office Developer. Prior to issuance of a Certificate of Occupancy for the first Building in the Creative Office Phase, the Developer of such Building shall, at its sole cost and expense, improve and complete construction of a public street from the southerly boundary of the Creative Office Phase to the northerly boundary of the Creative Office Phase, as shown on the Project Plans (the "New Western Street "), complete with curbs, gutters and sidewalks and a new traffic signal at such street's intersection with Olympic Boulevard in accordance with this Section 2.7.2, street standards established in the Bergamot Area Plan, and all other applicable regulations and codes governing the installation of public streets, sidewalks, and traffic signals in the City in effect at the time of construction. (2) Construction — Team orary and Permanent by Residential Developer. If no building permit has been issued for the first Creative Office Building by the earlier of eighteen (18) months following issuance of a Certificate of Occupancy for the first Residential Building or six (6) months following issuance of a Certificate of Occupancy for the third Residential Building, the Developer(s) of the Residential Phase shall, at its or their sole cost and expense, build a temporary pedestrian/bicycle path, in accordance with the conceptual typical street section shown in Exhibit "O ", in the approximate location of the New Western Street, subject to closure and demolition during construction of the Creative Office Phase, including the new traffic signal at Olympic Boulevard. If a Certificate of Occupancy has been issued for at least one Residential Building but no building permit is issued for a Creative Office Building by the Outside Building Permit Issuance Date, the Developer(s) of the Residential Phase shall complete, at its or their sole cost and expense, the permanent New Western Street in accordance with Section 2.7.2(b)(1), including the new traffic signal, by not later than six (6) months following the Outside Building Permit Issuance Date. (c) New Eastern Street - Permanent. Prior to issuance of a Certificate of Occupancy for the first Building in the Residential Phase, the Developer of such Building shall, at its sole cost and expense, improve and complete construction of a public street between the southerly boundary of the Residential Phase to the northerly boundary of the Residential Phase, as shown on the Project Plans (the "New Eastern Street "), complete with curbs, gutters and sidewalks and a new traffic signal at such street's intersection with Olympic Boulevard in accordance with this Section 2.7.2, street standards established in the Bergamot Area Plan, and all other applicable regulations and codes governing the installation of public streets, sidewalks, and traffic signals in the City in effect at the time of construction. (d) Stewart Street Crosswalk — Permanent. Prior to the issuance of a Certificate of Occupancy for the first Residential Building in the Project, Ws the Developer of such Building shall, at its sole cost and expense, construct an enhanced crosswalk substantially similar to Figure 4.C.02 of the Bergamot Area Plan across Stewart Street at its intersection with Olympic Boulevard and a median that extends from the intersection with Olympic Boulevard and approximately 100 feet to the north in accordance with the street standards established by the Bergamot Area Plan and all other applicable regulations and codes governing the installation of public streets and sidewalks in the City in effect at the time of construction. (e) Process for Dedication of Easements to the City. (1) Nebraska Extension, Olympic Sidewalk, 260' Street Sidewalk and New Western Street. Prior to issuance of a Certificate of Occupancy for the first Building in the Project, each Developer owning any portion of the Land on which the Nebraska Extension, the Olympic Sidewalk, the 26th Street Sidewalk, and the New Western Street, has been or will be constructed shall dedicate such areas to the City in accordance with this Section 2.7.2.(e). The areas to be dedicated are: (i) the surface area of the Nebraska Extension (the "Nebraska Extension Easement Area "), (ii) the Nebraska Avenue Utility Corridors (as defined in Condition of Approval No. 70 in Section B of Exhibit "D" to this Agreement). (iii) the surface area of the Olympic Sidewalk (the "Olympic Sidewalk Easement Area "), (iv) the surface area of the 26th Street Sidewalk (the "26th Street Sidewalk Easement Area "), the surface area of the New Western Street (the "New Western Street Easement Area "), and (v) the New Western Street Utility Corridors (as defined in Condition of Approval No. 68 in Section B of Exhibit "D" to this Agreement). Except for the above - specified utility corridors, the dedication shall expressly reserve to such Developer all other subterranean rights. The Nebraska Extension Easement Area, the Olympic Sidewalk Easement Area, the New Western Street Easement Area, and the 26th Street Sidewalk Easement Area are more particularly detailed on Exhibits ''P -1 ", "P -25), "P -3 ", and "P -5 ". (2) New Eastern Street. Prior to issuance of a Certificate of Occupancy for the first Building in the Residential Phase, each Developer owning any portion of the Land on which the New Eastern Street has been or will be constructed shall dedicate such area to the City in accordance with this Section 2.7.2(e). The area to dedicated are: (i) the surface area of the New Eastern Street (the "New Eastern Street Easement Area "), and (ii) the New Eastern Street Utility Corridors (as defined in Condition of Approval No. 69 in Section B of Exhibit "D" to this Agreement). Except for the above - specified utility corridors, the dedication shall expressly reserve to such Developer all other subterranean rights. The New Eastern Street Easement Area is more particularly detailed on Exhibit "P -4 ". (3) The dedication of the Nebraska Extension Easement Area, Olympic Sidewalk Easement Area, New Western Street Easement Area, New Eastern Street Easement Area, and 26`x' Street Sidewalk Easement Area shall give the City the ability to install parking meters, fire hydrants, maintain street signage, and repair and maintain the roadway in accordance with the applicable road maintenance standards within the City. However, until the Nebraska Extension, the Olympic Sidewalk, the 26"' Street Sidewalk, the New Western Street, and the New Eastern Street are permanently improved in accordance with this Agreement to the satisfaction of the City, Developer shall be obligated to maintain these easement areas in a state of good repair and free of hazard for the intended public purpose of the easements. Developer shall also remain obligated during this period to defend, indemnify, and hold harmless the City Indemnified Parties against Damages arising directly or indirectly from any act or omission relating to the maintenance and operation of these easement areas in accordance with Article 14. Additionally, Developer shall maintain all on -site landscaping within these easement areas for the life of the Project in accordance with a Landscape Maintenance Plan, to be submitted for review and approval prior to issuance of the first Certificate of Occupancy for the first building in the Project. The Landscape Maintenance Plan shall establish standards for maintenance and replacement. Other than City's right to use the Nebraska Avenue Utility Corridor, the New Western Street Utility Corridor and the New Eastern Street Utility Corridor, the dedication of the Nebraska Avenue Easement Area, the New Western Street Easement Area and the New Eastern Street Easement Area respectively shall not grant to the City any other rights below the surface of the street for the installation, repair or maintenance of any utility equipment or facilities, such as storm water, sewer, electricity, telephone or other uses. Except as expressly authorized by this Section 2.7.2 during construction of the Project, Developers shall not materially impact or interfere with the City's use of the surface of each such easement areas as a public street or public sidewalk or the City's use of the Nebraska Avenue Utility Corridor, the New Western Street Utility Corridor and the New Eastern Street Utility Corridor for the placement of public utility facilities. (4) If, at the time of such dedication, the permanent improvements have not been made to the Nebraska Extension, the New Western Street or the New Eastern Street, the Developers required to make such permanent improvements shall have a license to do so and a license to use the easement areas for construction of remaining Buildings and the City and such Developer shall enter into mutually agreeable license agreement for such purposes. (5) If the New Western Street or the New Eastern Street ever cease to be used for public street purposes, the areas dedicated under this Section 2.7.2(e) shall revert to the owner or owners of the Creative Office Phase or the Residential Phase, as applicable. (f) Securi . Prior to issuance of a building permit for the first Building in the Project, the Developer of such Building shall deliver to the City an irrevocable letter of credit issued by a financial institution and in form and substance reasonably acceptable to the City in the initial face amount of $2,247,937.28 which permits the City to draw funds thereon upon delivery of a certificate signed by the City Manager of the City stating that the City is entitled to draw such amount at such time under the terms of this Agreement and which provides for automatic reduction in the face amount as improvements are completed in accordance with the schedule set forth in "Exhibit H ". M If an Event of Non- Monetary Default, as defined in Section 11.3.1 below, occurs as a result of Developers failing to construct or maintain any of the infrastructure improvements required under this Section 2.7.2, the City shall be entitled to utilize such funds for the construction or maintenance of such improvements. As improvements required under this Section 2.7.2 are constructed in accordance herewith, the amount of such letter of credit shall be reduced in accordance with its terms, through either an amendment or replacement with a new letter of credit, to an amount based on the cost to complete the remaining improvements and maintain the improvements required by this Agreement, as set forth on Exhibit "H" hereto. (g) Right of Entry for City. Prior to issuance of a building permit for the first Building in the Project, Developers shall enter into a mutually agreeable Right of Entry agreement with the City granting the City, its employees, contractors, consultants, and agents a temporary, nonexclusive license and right of entry to undertake the improvements required under Section 2.7.2 if Developers fail to construct these improvements as required by this Agreement. 2.7.3 Oven Space. In addition to the streets and sidewalks referred to above, the Project shall contain, as shown on Exhibits 11I -1 ", 64I -25), 46I -395, 46I -419, and "I- 5", open space to be used in the following manner (the "Open Space "), subject to the provisions of Exhibit "I" attached hereto: (a) Bergamot Square. The Developer of Building 1 shall, at its sole cost and expense, construct and maintain, or cause to be maintained by the Owners' Association, the area designated on the Project Plans as "Bergamot Square ". "Bergamot Square" shall be completed prior to the issuance of a Certificate of Occupancy for Building 1. (b) Village Mews. Developers shall, at their sole cost and expense, construct and maintain, or cause to be maintained by the Owners' Association the area designated on the Project Plans as The "Village Mews" between Sites 2 and 3. The "Village Mews" shall be completed prior to the issuance of a Certificate of Occupancy for either Building on Site 2 or Site 3, whichever is earlier, and may be closed temporarily during construction of the other Building. (c) ' Garden Passage. The Developers of the Residential Phase shall, at their sole cost and expense, construct and maintain, or cause to be maintained by the Owners' Association the area designated on the Project Plans as The "Garden Passage ". The "Garden Passage" shall be completed prior to the issuance of a Certificate of Occupancy for either Building on Site 4 or 5, whichever is earlier, and may be closed temporarily during construction of the other Building. (d) The Green. The Developer of the Residential Phase shall, at its sole cost and expense, construct and maintain, or cause to be maintained by the Owners' Association, the area designated on the Project Plans as "The Green": "The Green" to be developed on Site 4 in the Residential Phase, as shown on the Project Plans, 41 shall be completed prior to the issuance of a Certificate of Occupancy for the Residential Building on Site 4. (e) Stewart Crossing. The Developer of the Residential Phase shall, at its sole cost and expense, construction and maintain, or cause to be maintained by the Owners' Association, the area designated on the Project Plans as "Stewart Crossing ". "Stewart Crossing" to be developed on Site 5 in the Residential Phase, as shown on the Project Plans, shall be completed prior to the issuance of a Certificate of Occupancy for the Residential Building on Site 5. (f) Parks and Open Space Contribution. Developer shall make a one -time contribution of $2,000,000 towards the construction of off -site parks and open space. These funds shall be used by the City for the construction of parks and open space that will buffer off -site residences and businesses from the impacts of the forthcoming Expo Line or towards parks and open space acquisition or improvements within one mile of the Project with a priority for the Bergamot Area Plan boundaries. Within ninety days following the Effective Date, Developer shall deliver to the City an irrevocable letter of credit issued by a financial institution and in form and substance reasonably acceptable to the City in the face amount of $2,000,000. Such letter of credit shall provide that the City is authorized to draw the face amount by submitting a sight draft signed by the City Manager or his or her designee. The City and Developer shall, concurrently with the execution of this Agreement, enter into a separate agreement pursuant to which the City agrees that if it draws funds under such letter of credit and for any reason this Agreement, the City's actions in approving this Agreement or the sufficiency of the FEIR is subsequently invalidated by a final court decision not subject to appeal, the City shall promptly pay to Developer the full amount of any such draw. 2.7.4 Affordable and Local Preference Housing. In addition to the affordable units to be provided as a significant project feature described in Section 2.6.4 above, the following community benefits pertaining to housing shall be provided by the Developer: (a) Local Preference Housing. Prior to issuance of a Certificate of Occupancy for the first Building of the Residential Phase, the Developer of the Residential Phase shall prepare a marketing and outreach program for the rental of units for the entire Residential Phase, except for the Deed- Restricted Units, which program shall be subject to the prior written approval of the Planning Director, which approval shall not be unreasonably withheld, conditioned or delayed. This marketing and outreach program shall target (i) employees of the City's police and fire departments, (ii) employees of local hospitals, (iii) employees of the Santa Monica Malibu Unified School District, (iv) employees of businesses located within a half -mile radius of the Property, and (v) employees of businesses outside the half -mile radius but within the City of Santa Monica. In leasing units, the Developer shall give priority to applicants in the foregoing categories, provided that all such applicants meet generally applicable leasing qualifications and criteria imposed by such Developer. Nothing in this Agreement shall require that any units in any of the Residential Buildings be occupied by such persons. 42 (b) Additional Affordable Housing — Residential Phase (42 until . In addition to the twenty -four extremely low Affordable Housing units provided in accordance with Section 2.6.4 of this Agreement, prior to issuance of a building permit for each Residential Building, Developer shall deed restrict additional housing units in each Building of the same size and type as the market -rate units (the "Additional Residential Phase Affordable Housing ") for the life of the Project in accordance with the requirements set forth in the following table: (c) Additional Affordable Housing — Creative Office Phase (27 units . Prior to issuance of a building permit for any Creative Office Building, Developer of the Creative Office Phase shall execute a contract for payment of a fee based on the following formula (the "Creative Office Affordable Housing Fee "): (Pronosed Building Permit Sauare Feet x Annlicable Per Square Foot Feel — (Existing Square Feet x Applicable Per Square Foot Fee) RESIDENTIAL PHASE Extremely Moderate 130'0 AMI 150' AMI 180'%o AMI Total Unit Office Studio 4 3 2 1 0 10 1st Bldg 1 -BR 2 -BR 2 3 1 0 1 0 1 0 0 4 5 7 3 -BR 1 0 0 0 0 1 Studio 4 3 2 1 0 10 1 -Br 2 2 1 1 0 6 Lou eld 2 -BR 2 1 0 0 4 7 3 -BR 0 0 0 0 0 0 Studio 3 4 3 0 0 10 1 1 2 0 0 0 3 3rd Bldg, 2 -BR 1 2 1 1 0 0 3 6 3 -BR 1 0 1 0 0 0 1 1 Afford. Total 1 24 1 17 9 4 12 66 (c) Additional Affordable Housing — Creative Office Phase (27 units . Prior to issuance of a building permit for any Creative Office Building, Developer of the Creative Office Phase shall execute a contract for payment of a fee based on the following formula (the "Creative Office Affordable Housing Fee "): (Pronosed Building Permit Sauare Feet x Annlicable Per Square Foot Feel — (Existing Square Feet x Applicable Per Square Foot Fee) Per Square Foot Fee: Creative Office $7.95/sf Retail $8.07 /sf Industrial $5.23/sf Office $9.42/sf Existing Square Feet: Industrial 153,000s Office 50,000s 43 Such fee or a portion thereof (the "Adjusted Creative Office Affordable Housing Fee ") shall only be payable if no Residential Buildings have obtained a building permit at the Outside Building Permit Issuance Date. At the Outside Building Permit Issuance Date, the Adjusted Creative Office Affordable Housing Fee shall be calculated by dividing the Creative Office Affordable Housing Fee by the number of Additional Creative Office Phase Affordable Housing Units (27) (the "Per Unit Creative Office Affordable Housing Fee ") and multiplying the Per Unit Creative Office Affordable Housing Fee by the number of Creative Affordable Housing Units for which a building permit has not yet been issued. The Adjusted Creative Office Affordable Housing Fee shall not be less than zero. In addition to the twenty -four extremely low Affordable Housing units provided in accordance with Section 2.6.4 of this Agreement and the Additional Residential Phase Affordable Housing provided in accordance with Section 2.7.4(b), prior to issuance of a building permit for each Residential Building, Developer shall deed restrict additional housing units in each Building (the "Additional Creative Office Phase Affordable Housing ") for the life of the Project in accordance with the requirements set forth in the following table: The Additional Residential Phase Affordable Housing and the Additional Creative Office Phase Affordable Housing are referred to herein, collectively, as the "Additional Affordable Housing." (d) Calculation of Maximum Monthly Rents. The maximum monthly rents for the Extremely Low Income units required under Section 2.6.4 and for the Moderate Income units included in the Additional Affordable Housing shall be based on the City's Affordable Housing Production Program. The maximum monthly rents for M CREATIVE OFFICE PHASE Moderate 150'0 AMI 180'/a AMI Unit Total Studio 1 3 0 4 1st Bldg 1 -BR 2 -BR 0 0 1 0 0 4 1 4 3 -BR 0 0 0 0 Studio 0 3 0 3 2nd Bldg 1 -BR 2 -BR 2 0 1 0 0 3 3 3 3 -BR 0 0 1 1 Studio 0 4 0 4 1 -BR 0 0 0 0 3rd Bldg 2 -BR 1 0 1 0 4 4 3 -BR 1 0 0 0 0 Afford. Total 1 3 12 12 27 The Additional Residential Phase Affordable Housing and the Additional Creative Office Phase Affordable Housing are referred to herein, collectively, as the "Additional Affordable Housing." (d) Calculation of Maximum Monthly Rents. The maximum monthly rents for the Extremely Low Income units required under Section 2.6.4 and for the Moderate Income units included in the Additional Affordable Housing shall be based on the City's Affordable Housing Production Program. The maximum monthly rents for M Additional Affordable Housing units deed restricted to 130 %, 150% and 180% of AMI shall be based upon the following calculation: AMI x Income Level (130%,150% or 180 %) x Household Adjustment Factor, as shown below, x 0.3/12 The Household Adjustment Factors are as follows: 1 person 0.7 (studio) 2 persons 0.8 (1- bedroom) 3 persons 0.9 (2- bedrooms) 4 persons 1.0 (3- bedrooms) (e) Occupancy of Extremely Low Income and Additional Affordable Housing Units. The Developer owning the Residential Building shall select households for the Extremely Low Income units and the Additional Affordable Housing units (the "Deed- Restricted Units ") from a City - administered list of income - qualified households. If households are not available from the list to fill any vacancy, such Developer shall select tenants based on a marketing plan (the "Affordable Housing Marketing Plan ") consistent with the United Stated Department of Housing and Urban Development's Affirmative Fair Housing Marketing Plan - Multifamily Housing form htt : / /poctaLhudgovlhudportai /documents /huddoe ?id= 935- 2adf), as specified in 24 CFR 200.625 or any successor thereto and in accordance with the requirements of 24 CFR 200.620 or any successor thereto, to be submitted for the City's review and approval no later than 12 months after the issuance of a building permit for the first Residential Building. The Affordable Housing Marketing Plan shall also include the following requirements: (i) Developer shall give preference in leasing the affordable units to persons evicted pursuant to the Ellis Act, Government Code Section 7060, persons residing in Santa Monica, and persons working in Santa Monica, unless preempted other government requirements that pertain to tenant selection. (ii) Developer shall certify the income of the prospective tenants subject to City certification, prior to selection for occupancy in order to ensure that the occupancy requirements specified in Sections 2.6.4 and 2.7.4 of this Agreement are met. The income certification shall be completed in accordance with the following: (iii) Developer shall require an income declaration from all household members eighteen (18) years of age and older. (iv) For purposes of this Agreement, "income" shall include employment income, social security, disability, pensions, supplementary benefits, support payments, income from sale of real property, and income from assets over $5,000 (not including automobiles or furnishings). Developer shall obtain verification for all income, which may include pay stubs, income tax returns, savings account statements, 45 financial statements, stock certificates, etc. in order to verify the gross annual household income. (v) Developer shall compute gross annual household income by totaling all income, and adjusting as follows: ® Deduct $480 for each dependent, defined herein as a household member under 18 years of age; ® Deduct $400 for any family with a head of household over 62 years old; ® Deduct medical expenses in excess of three percent (3 %) of annual income for any elderly family; and • For households whose total assets exceed $5,000, the Developer must calculate the annual asset income by multiplying the value of the total assets by ten percent (10 %). Developer shall then add the result to the other household income to obtain the adjustment gross annual income. (vi) Developer shall select households for the Extremely Low Income units and the Additional Affordable Housing units upon completion of the income verification process and may require other information prior to selection, including documentation of ability and history of timely payment of rent, and ability and history of maintaining property. (f) Future Deed Restriction of Designated Market Rate Units. The deed restriction(s) for the Additional Creative Office Phase Affordable Housing shall only operate to restrict the income and rents of the designated units when/if a building permit has been issued for a Creative Office Building. Prior to that time, any such designated unit may be occupied by a non - qualifying tenant at a market rent on a month - to -month basis. Should a designated unit be occupied by anon- qualifying tenant prior to the restriction becoming operative, that tenant shall not be subject to eviction except as otherwise authorized by applicable law. Once a building permit has issued for a Creative Office Building and the designated unit is vacated by a non - qualifying tenant, it must be rented in accordance with the deed restriction required by this Section. 2.7.5 Artist Work/Live Units. Occupancy of units designated on the Project Plans as "Artist Work/Live" shall, subject to the satisfaction of generally applicable leasing qualifications and criteria imposed by the applicable Developer for all units in such Developer's Building or Buildings in the Residential Phase, including the timely submission of complete applications for occupancy, be given first priority to ,, Artists who live or work in the City (i.e., having a professional workspace located in the City is not a pre- requisite) who can demonstrate that they intend to use the unit for the purposes of a working studio; second priority shall be given to Artists who do not either live or work in the City who can demonstrate that they intend to use the unit for the purposes of a working studio; third priority shall be given to applicants who are not Artists but who can demonstrate that they intend to use the unit for the purpose of a working studio or other work space; and fourth priority to current residents of the City; provided, however, that nothing in this Agreement shall require that such units be occupied by Artists ( "Priority Occupancy "). Any tenant of an Artist Work/Live Unit selling works of art or other products therefrom shall comply with SMMC Section 9.04.20.04 (Home Occupation Permits) or any successor thereto. (a) On -Going Marketing/Best Practices. No more than 12 months from issuance of the first building permit for the Residential Phase, Developer shall meet and confer with the City's Cultural Affairs Manager regarding a Marketing Plan and within 90 days, shall submit to the City's Cultural Affairs Manager a Plan for review and approval within 30 days on how the Artist Work/Live Units will be marketed to Artists initially and on an ongoing basis ("Artist Marketing Plan "). The Artist Marketing Plan shall at minimum, include the following components: (i) Designation of an on -site marketing and outreach coordinator; (ii) Method, manner and scope of outreach to the artist community including timing of when outreach would begin; (iii) Description of how Priority Occupancy will be implemented (e.g. how applicants will be sorted by priority, lottery or other method); (iv) Strategies for initial and ongoing proactive outreach to the arts community and outreach lists provided by the City; (v) Sample notice about Priority Occupancy and income eligibility requirements; (vi) Outreach information that can help educate potential applicants to make decision about applying for units; (vii) Timeline for lease -up; and (viii) Sample application. (b) Assurance to Remain Artist Work/Live Units. If the Artist Work/Live Units are ever occupied by non - Artists, leases shall be on a month -to -month basis while the Unit continues to be marketed in accordance with the Artist Marketing Plan with priority to be given in accordance with Section 2.7.5 of this Agreement; provided, however, that no occupant of any Artist Work/Live Unit shall be evicted except in compliance with all applicable laws. As part of the annual report required by Article 10 of this Agreement, Developer shall report on how many of the 25 Artist Work/Live Units are occupied by each identified Priority Occupancy group. Em (c) Design Guidelines. In order to accommodate the range of activities associated with Artist working studios, the Artist Work/Live Units shall be designed to comply with the City's Building Code and Fire Code for both commercial and residential space and shall, at minimum, include the following elements: i) high volume ground floor gallery space; ii) floor drains; iii) flooring and finishes that support artist working studios; iv) consideration for ventilation including natural ventilation and flexibility for the installation of mechanical or special ventilation if necessary; v) consideration for storage and disposal of hazardous or toxic materials related to the production of art; vi) access to loading dock; vii) consideration for electrical power that accommodates artists; and viii) slop sinks. 2.7.6 Public Transit Stop Enhancements. Prior to issuance of a building permit for the first Building in the Creative Office Phase, the Developer of such Building shall make a payment to the Big Blue Bus in the amount of $80,000 to be applied to the cost of improving the immediately adjacent bus stops. Prior to issuance of a building permit for the first Building in the Residential Phase, the Developer of such Building shall make a payment to the Big Blue Bus in the amount of $80,000 to be applied to the cost of improving the immediately adjacent bus stops. 2.7.7 Sustainable Design Status. Each Developer shall design the Building which is to be built on the portion of the Project owned by such Developer so that, at a minimum, such Building shall achieve LEEDS "Gold" certification under the LEEDS Rating System (the "Sustainable Design Status "). Developer shall confirm to the City that the design for the Project has achieved the Sustainable Design Status in accordance with the following requirements: (a) Prior to the submission of plans and documents to the City for Architectural Review Board review for any Building, the applicable Developer shall submit to the City a preliminary checklist of anticipated LEEDS credits for review by the City, along with a narrative describing the project's sustainable features to demonstrate that such Building is likely to achieve the Sustainable Design Status. (b) Prior to submittal of the plan check application for the Building, the applicable Developer shall: (i) Submit for review by the City an updated checklist of anticipated LEEDS credits along with a narrative describing the project's sustainable features to demonstrate that the Building is likely to achieve the Sustainable Design Status. (ii) Retain the services of a third party, independent individual designated to organize, lead, and review the completion of the process of verifying and documenting that a building and all of its systems and assemblies are planned, designed, installed, and tested to meet the Building's requirements (the "Commissioning Authority "). (iii) Submit a Commissioning Plan which includes the elements specified in California Code of Regulations Title 24, Part 11, Section 5.410.2.3 or any successor thereto. (c) Prior to issuance of a final Certificate of Occupancy for any Building, the City shall verify (which verification shall not be unreasonably withheld, conditioned or delayed) that such Building has achieved the Sustainable Design Status. (d) Notwithstanding the foregoing, if the City cannot verify that a Building has achieved the Sustainable Design Status, the City shall nonetheless issue a temporary Certificate of Occupancy for such Building (assuming that such Building is otherwise entitled to receive a temporary Certificate of Occupancy). The temporary Certificate of Occupancy shall be converted to a final Certificate of Occupancy (assuming that such Building is otherwise entitled to receive a final Certificate of Occupancy) once the constructed Project has achieved the Sustainable Design Status. (e) If any Building is denied Certification for the Sustainable Design Status by the Green Building Certification Institute, and the Developer has exhausted all administrative remedies and appeals of that denial, then the City shall issue a Certificate of Occupancy upon the Developer paying a fine in the amount of two dollars per square foot of floor area. This fine may be waived if the City at its sole discretion determines that the Developer made a good faith effort to achieve the Sustainable Design Status. Alternatively, the fine may be waived if the Developer commits to pursuing all necessary steps for the Building to achieve certification to the "Gold" level under the LEED ® Existing Buildings Operations and Maintenance (LEED EBOM) rating system no later than 2 years after the temporary Certificate of Occupancy was issued for the Project. If the Developer fails to obtain this certification within this time period, the fine shall be reimposed and immediately payable. 2.7.8 Sustainable Design Features. (a) Creative Office Phase — Strive For Net Zero Water Use Developer shall implement the measures listed below in an effort to achieve Net Zero Water Use for the Creative Office Phase, defined as the Project meeting all its water needs through water efficient fixtures and operations. Water supply may include potable and non - potable water to the extent possible due to regulatory approval. Use of SMURFF water or treated wastewater will require extension of the SMURRF line from 26`s Street to the Project. The following measures shall be required unless prohibited by other applicable governmental regulations. In such case, Developer shall implement alternative measures, subject to approval by the City, that achieve the goal of each measure to the maximum extent feasible: (i) Dual plumbing; (ii) If installing a cooling tower, it must use a zero blow down system, recycled water, greywater, stormwater, rainwater, or other approved non- potable water supply ; ►.. (iii) Water for toilet flushing must use greywater, stormwater, rainwater, recycled water and/or other approved non - potable water supply; (iv) If lawns are planted, use of a water - efficient lawn alternative such as UC Verde Buffalo grass; and (v) Landscaping irrigated with greywater, stormwater, rainwater, recycled water and/or other approved non - potable water supply where reasonably feasible for the approved planting materials. Residential Phase — Water Use Requirements. For the Residential Phase, the following shall be required unless prohibited by other applicable governmental regulations. In such case, Developer shall implement alternative measures, subject to approval by the City, that achieve the goal of each measure to the maximum extent feasible: (i) Dual plumbing in each dwelling unit and common - use clothes washer; (ii) 0.8 gallons per flush or less toilets provided that a substantially similar fixture may be installed, subject to approval by the City, if an accessible toilet is not available to meet accessibility requirements of this Agreement or technical codes; (iii) 1.35 gallon per minute or less showerheads; (iv) If installing clothes washers in individual dwelling units, they must have a water factor of 4.0 or less; (v) If installing common -use clothes washers, they must have a water factor of 4.5 or less; (vi) If installing a cooling tower, it must use a zero blow down system, recycled water, greywater, stormwater, rainwater or other approved non- potable water supply. Use of SMURFF water or treated wastewater will require extension of the SMURFF line from 26th Street to the Project; (vii) Water for toilet flushing must use greywater, stormwater, rainwater, recycled water and/or other approved non - potable water supply. Use of SMURFF water or treated wastewater will require extension of the SMURFF line from 261h Street to the Project; (viii) If lawns are planted, use of a water - efficient lawn alternative such as UC Verde Buffalo grass; and (ix) Landscaping irrigated with greywater, stormwater, rainwater, recycled water and/or other approved non - potable water supply where reasonably feasible for the approved planting materials. Use of SMURFF water or treated wastewater will require M11 extension of the SMURRF line from 260' Street to the Project. (c) Entire Project — Strive for Net Zero Energy Use. Developer shall ensure that the Project provides, at minimum, onsite renewable energy of at least 5 kW AC for each 1000 square feet of building footprint, in accordance with the requirements of the Bergamot Area Plan. In addition, prior to the submittal of an ARB application, Developer shall submit an energy modelling study to the Planning Director, for which approval shall not be unreasonably withheld, that demonstrates Developer has taken all feasible measures to achieve the goal of net zero energy use for the Project. Net zero energy (NZE) shall be as defined by the California Energy Commission and California Public Utilities Commission but applied to the Project as a whole. Developer shall be required to implement all feasible recommendations of the study. In determining feasibility, the study shall include but not be limited to the following elements: (i) Probable energy use of each building (ii) Strategies to minimize energy demand of each building (iii) Energy generated by renewables and other sources (iv) Estimate energy gap to achieve NZE (v) Strategies to achieve NZE that are appropriate to the project (vi) Cost effectiveness of various energy reduction techniques including comparison of potential future cost savings for project operations vs. upfront costs of implementation (vii) Review of on -site generation including combined heat and power and/or fuel cells (viii) Identify potential locations of heat and power exchange facility The study shall include review of on -site energy generation, including combined heat and power. The following energy reduction measures shall be required: (i) All interior lighting must be controlled based on both occupancy and availability of natural light; (ii) All lamps used in the project must have an efficacy of 60 lumens per watt or more; (iii) The Creative Office Phase shall be designed to use less energy than the following Energy performance standard: 40 KBTU /fiz /yr; (iv) The Residential Phase shall be designed to use less energy than the following Energy performance standard: 35 kBTU /f? /yr; and (d) Electrical Vehicle Conduit. Developer shall cause one of the subterranean levels of the parking garage in the Project to include electric panel capacity, conduit, and stub -outs that will accept electric wiring to provide power to not 51 less than five percent (5 %) of the total parking spaces. The panel capacity, conduit size and stub -outs shall be designed to allow for the simultaneous charging to a minimum of five percent (5 %) of the total parking spaces. Until the Planning Director makes a determination, based on demonstrated demand by drivers of such vehicles, that some or all of the parking spaces be restricted for electric or other alternative fueled vehicle use, the spaces may be utilized without regard to vehicle type at the Developer's sole and absolute discretion. 2.7.9 Local Hiring. Developer shall provide local hiring programs in accordance with Exhibit "F -1" and Exhibit "F -2 ". 2.7. 10 Internship Program. Upon receipt of Certificates of Occupancy for any Building in the Creative Office Phase, Developer shall cause the tenants of the Project to provide at least three (3) internship positions per Creative Office Building annually for Targeted Internship Applicants in accordance with Exhibit "L". 2.7.11 Shared Parking. The Developers shall, or may cause the Owners' Association to share parking in accordance with the Bergamot Area Plan but in no case shall the amount of shared parking be less than fifty percent (50 %) of that portion of the Project parking designated for Commercial Uses and be less than one -third (1/3) of that portion of the Project parking designated for Residential Uses and Artist Work/Live Units available. Such shared parking shall be offered at market rates in accordance with Section 2.7. 1 (e)(2)(v) of this Agreement, to third parties in the surrounding area in need of parking, including area residents, businesses, and employees ( "Shared Parking "). In order to facilitate annual compliance monitoring of shared parking and trip reduction targets, the Developers shall install ticketing equipment for on -site parking that is able to discern between on -site and off -site users. 2.7. 12 Early Childhood Initiatives Contribution. Developer shall make an annual contribution towards early childhood initiatives for the Life of the Project. The annual contribution for each year shall be calculated by multiplying the Floor Area of all Buildings for which Developer had received a Certificate of Occupancy as of January I` of that year by $0.2608 and paid into the account described below concurrently with delivery of the Project's annual compliance report. If all permitted Floor Area is constructed, the annual contribution would equal two hundred thousand dollar ($200,000). These contributions will support early childhood initiatives including but not limited to infant, toddler and pre - school tuition subsidies; family support and parent engagement strategies; home visitation programs; facility and playground improvements; and kindergarten readiness models. The contribution shall be placed in a separate, interest - bearing bust fund created by Developer prior to Certificate of Occupancy for the first building in the Project with funds to be distributed through a process to be established by the City's Community & Cultural Services Department. 2.7.13 Signalized Intersections. In accordance with Section 2.7.2 above, Developer shall construct two new signalized intersections at Olympic Boulevard, one at the New Western Street and one at the New Eastern Sheet. The intersections shall be fully signalized, synchronized with the existing signals on Olympic Boulevard to 52 minimize traffic delays, and include median left turn pockets along Olympic Boulevard for access into the site. 2.7.14 Historic Preservation Contribution. Developer shall make an initial contribution and annual contribution towards historic preservation initiatives for the Life of the Project. Prior to issuance of each Certificate of Occupancy for the first three Buildings in the Project, Developer shall make a $25,000 contribution for each building. The annual contribution shall then be $1,000 for each Building for which Developer has received a Certificate of Occupancy and shall be paid into the account described below concurrently with delivery of the Project's annual compliance report. These contributions shall be used for historic and cultural heritage preservation initiatives in underserved communities with first priority for the Pico Neighborhood. The contribution shall be placed in a separate, interest - bearing trust fund created by Developer prior to Certificate of Occupancy for the first building in each Phase with funds to be distributed through a process to be established by the Planning Director. 2.8 Parking. 2.8.1. .Total Number of Spaces. Upon completion of the Project, the total number of parking spaces in the Parking Garage shall be no more than 1,936 spaces and no less than that required by the Bergamot Area Plan, including up to forty percent (40 %) compact parking spaces and up to 40% tandem or compact tandem parking spaces. This Agreement and the Project Plans set forth the exclusive off - street parking requirements for the Project and each Building and supersede all other minimum space parking requirements under the Existing Regulations. 2.8.2 Parking Requirements. Developer may, but shall not be obligated to, construct the entire Parking Garage concurrently with construction of the first Building to be constructed on the Property. If the Parking Garage is not fully constructed concurrently with the first Building, the applicable Developer shall, in connection with the Building being constructed by such Developer, be obligated to construct that portion of the Parking Garage which, together with all portions of the Parking Garage previously constructed and available for use by occupants of such Building and all other Buildings previously constructed, will be sufficient to provide the following number of parking spaces: (a) Creative Office Phase: 2.0 spaces per 1,000 square feet of Floor Area (1.0 spaces per 1,000 square feet of which shall be shared in accordance with the Bergamot Area Plan); and (b) Residential Phase: 1.5 spaces per unit (0.5 spaces per unit shall be shared in accordance with the Bergamot Area Plan). 2.8.3 Parking Access. The City hereby approves the conceptual and approximate location of all ramps accessing the Parking Garage shown on the Project Plans, subject to final review and approval by the City during the plan check process for any Building. No Developer shall be obligated to acquire such access rights from the 53 City. If the Parking Garage is not constructed in its entirety concurrently with the first Building to be constructed in the Project, the Developer of the Creative Office Phase shall construct the access ramp on Site 1 and bicycle access channel to the Parking Garage, and the Developer of the Residential Phase shall construct the access ramp on Site 4 and the ingress -only ramp on Site 5, all as shown on the Project Plans. 2.8.4. Parking Reconfiguration. In an effort to encourage shared parking, reconfiguration of the parking spaces and operations in order to facilitate flexibility of use shall be considered a Minor Modification. 2.8.5 Parking Technology. Pay station technologies (such as stations that accept credit cards, debit cards and pay -by- phone) shall be installed in all shared parking facilities. Parking facilities shall have auditable payment and utilization technologies, including automated utilization counting and ability to distinguish between different parking users, with utilization data updated and transmitted in real time for use by third parties including the City. Parking facilities shall be designed to accommodate necessary current or future access controls. 2.8.6 Real -Time Availability. Developer shall install and maintain real - time availability displays of shared parking spaces. Such parking availability may also be made available through other real -time electronic media, such as mobile applications. 2.9 Design. 2.9.1 Setbacks. Each Developer shall maintain the setbacks for any Building being constructed by such Developer as set forth on the Project Plans and subject to Section 2.4.3, except as otherwise approved by the ARB or the Planning Commission on appeal so long as such approval is consistent with the Bergamot Area Plan. 2.9.2 Building Height. The maximum Building Height of any Building shall be 86' feet as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Ordinance and the Building Height allowed by this Agreement, then the Building Height allowed by this Agreement shall prevail. 2.9.3 Stepbacks. Each Developer shall maintain the stepbacks for the Project as set forth on the Project Plans and subject to Section 2.4.3 except as otherwise approved by the ARB or the Planning Commission on appeal so long as such approval is consistent with the Bergamot Area Plan. 2.9.4 Si_gnage. 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. Project Plans. 2.9.5 Balconies. Balconies may be provided to the extent shown on the 54 2.9.6 Plaza Digital Screen. The Digital Screen shown on the Project Plans in Bergamot Square is hereby approved, subject to the following parameters: (i) shall not be permitted to face any public right -of -way or easement area; (ii) shall be restricted to the following maximum dimensions 15 feet high x 28 feet wide and (iii) shall not be used for commercial advertising or as a billboard within the meaning of Chapter 9.52 of the SMMC except the screening of a program produced or distributed by broadcast media which has incidental commercial advertisements shall not be prohibited. Additionally, during any event authorized by Plan A of the Project Art Plan or by Exhibit "P" of this Agreement, the logo of a commercial sponsor or vendor of the event may be displayed so long as the display does not exceed 100 square feet. 2.10 Contract with City. Hines hereby acknowledges that in approving this Development Agreement for the Project, the City is waiving fees and taxes and modifying development standards otherwise applicable to the Project such as increasing Floor Area Ratio and Building Height, reducing parking standards and other property development standards. In exchange for such forms of assistance from the City, which are of financial benefit to Hines, Hines has entered into this contract with the City and agreed to the other conditions of the Development Agreement, including the requirement to provide and maintain 93 affordable units on site for occupancy by income qualified households, subject to Sections 2.6.4 and 2.7.4 of this Agreement. The parties agree and acknowledge that this is a contract providing forms of assistance to the Developer within the meaning of Civil Code Section 1954.52(b) and Government Code Section 65915 et seq. ARTICLE 3 3.1 Construction Hours. Subject to mitigation measures MM 4.2 -10 and MM 4.4 -1 set forth in Exhibit "D," Developers 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) or any successor thereto, Developers shall have the right to seek a permit from the City authorizing construction activity during the times otherwise prohibited by this Section. The Parties acknowledge and agree that, among other things, afterhours construction permits can be granted for concrete pours. 3.2 Outside Building Permit Issuance Date. 3.2.1 Outside Building Permit Issuance Date. Subject to Excusable Delays, the City shall have no obligation to and shall not issue a building permit under 55 this Development Agreement for any Building after the date that is the last day of the 120'h full calendar month after the Effective Date (the "Outside Building Permit Issuance Date "). 3.2.2 Extension Due to ARB Delay. If the ARB fails to approve any of those items described in Section 6.1 relating to the Building to be submitted to the ARB within four (4) months of the submittal by the applicable Developer to the ARB, then the Outside Building Permit Issuance Date shall be extended one month for each additional month greater than four (4) that the final ARB approval is delayed. Such extension shall only occur for the submittal of up to two applications for ARB review. 3.2.3 Expiration or Revocation of Building Permits. If any building permit obtained prior to the Outside Building Permit Issuance Date expires or is revoked pursuant to the applicable terms of the SMMC (as the same may be amended from time to time) after such date, the applicable Developer may not subsequently apply for new building permits for the Project under this Development Agreement without first obtaining the prior written consent of the Planning Director, which may be granted or withheld in the Planning Director's sole discretion. 3.2.4 No Building Permits Issued. (a) Creative Office Phase. If no building permit is issued for a Building in the Creative Office Phase prior to the Outside Building Permit Issuance Date or under 3.2.3 above, all rights and obligations under this Development Agreement pertaining exclusively to the Creative Office Phase, for which the obtaining of a building permit is a condition precedent, shall automatically terminate and be of no further force or effect. Notwithstanding the foregoing, if a building permit is issued for a Building in the Residential Phase, the obligations of the Developer(s) of the Residential Phase relating to improvements on the Creative Office Phase shall remain in full force and effect. (b) Residential Phase. If no building permit is issued for a Building in the Residential Phase prior to the Outside Building Permit Issuance Date or under Section 3.2.3 above, all rights and obligations under this Development Agreement pertaining exclusively to the Residential Phase, for which the obtaining of a building permit is condition precedent, shall automatically terminate and be of no farther force or effect. Notwithstanding the foregoing, if a building permit is issued for a Building in the Creative Office Phase, the obligations of the Developer(s) of the Creative Office Phase relating to improvements on the Residential Phase shall remain in full force and effect. 3.3 Construction Period. Construction of the Project shall be subject to the provisions of SMMC Section 8.08.070 or any successor thereto. 3.4 Damage or Destruction. If any Building in the Project is damaged or destroyed during the term of this Agreement, the Developer owning that Building shall be entitled to reconstruct that Building in accordance with this Agreement if. (a) such Developer obtains a building permit for this reconstruction prior to the expiration of this 56 Agreement and (b) the Building is found to be consistent with the City's General Plan in effect at the time of obtaining the building permit provided, however, that nothing in this Section 3.4 shall be deemed to impair such Developer's rights under the City's Zoning Ordinance, as it exists at the time, to reconstruct non-conforming buildings. 3.5 Tiebacks. Excepting any utility conflicts, each Developer shall be allowed to install tiebacks, subject to standard terms and conditions, as determined by the City's Director of Public Works, or designee, for 26a' Street, Olympic Boulevard, the Nebraska Extension, the Western Street, the Eastern Street and Stewart Street. The applicable Developer shall compensate the City for such tiebacks in accordance with the City's tieback fees then in effect. All tiebacks on City property shall be de- tensioned and cut down five feet below grade prior to issuance of a Certificate of Occupancy for the applicable Building. 3.6 Construction Staging. Subject to Section 2.7.2, any Developer may use any portion of the Property for construction staging subject to applicable covenants, conditions and restrictions adopted by Hines or its successor in ownership with respect to the entire Property. ARTICLE 4 PROJECT FEES, EXACTIONS, MITIGATION MEASURES AND CONDITIONS 4.1 Fees, Exactions, Mitigation Measures and Conditions. Except as expressly set forth in Section 2.7 (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, mitigation measures, conditions, and standards of construction set forth in this Agreement, including Exhibits "C" and "D" attached hereto, and no others. If any of the mitigation measures or conditions set forth on Exhibit "D" is satisfied by others, each Developer shall be deemed to have satisfied such measures or conditions. 4.2 Conditions on Modifications. The City may impose fees, exactions, mitigation measures and conditions in connection with its approval of Minor or Major Modifications, provided that all fees, exactions, mitigation measures and conditions shall be in accordance with any applicable law. 4.3 Implementation of Mitigation Measures and Conditions of Approval. 4.3.1 Compliance with Mitigation Measures and Conditions of Approval. Each Developer shall be responsible for implementing the mitigation measures set forth in Section A of Exhibit "D" attached hereto and adhering to the conditions of approval set forth in Section B of Exhibit "D" in accordance with the timelines established in Exhibit "D ". 57 4.3.2 Survival of Mitigation Measures and Conditions of Approval. If Developer proceeds with the construction of the Project, except as otherwise expressly limited in this Agreement, the obligations and requirements imposed by the mitigation measures and conditions of approval set forth in the attached Exhibit "D" shall survive the expiration of the Term of this Agreement and shall remain binding on Developer, its successors and assigns, and shall continue in effect for the Life of the Project. Notice of the mitigation measures and conditions of approval in the attached Exhibit "D" shall be recorded by the City separately and concurrently with this Agreement. 4.3.3 On -Site Affordable Fee Waivers and Reductions. Notwithstanding the foregoing, the Residential Buildings shall be entitled to all fee waivers and fee reductions available for projects involving on -site affordable housing under the SMMC then in effect. 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 58 additions to the Existing Regulations imposing or requiring the payment of any fee, special assessment or tax. 5.1.2 Existing Regulations Govern the Project. Except as provided in Section 5.2, development of the Buildings and improvements that will comprise the Project, including without limitation, the development standards for the demolition, grading, design, development, construction, occupancy or use of such Buildings and improvements, and any exactions therefor, shall be governed by the Existing Regulations. The City agrees that this Agreement is consistent with the General Plan, including the LUCE and the Bergamot Area Plan, 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 the extent necessary to effectuate the provisions of this Agreement. The Project shall be exempt from: (a) all Discretionary Approvals or review by the City or any agency or body thereof, other than the matters of architectural review by the ARB as specified in Section 6.1 and review of modifications to the Project as expressly set forth in Sections 2.4.2 and 2.4.3; (b) the application of any subsequent local development or building or permit 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, whether adopted by the City Council or through the initiative process or otherwise; (c) the application of any subsequent local regulation or other requirement relating to wages and benefits, whether adopted by the City Council or through the initiative process or otherwise, and (d) 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 fiom applying to the Project the following Subsequent Code Changes set forth below in this Section 5.2.1. (a) Processing fees and charges imposed by the City to cover the estimated actual costs to City of processing applications for development approvals including: (i) all application, permit, and processing fees incurred for the processing of this Agreement, any administrative approval of a Minor Modification, or any amendment of this Agreement in connection with a Major Modification; (ii) all building plan check and building inspection fees for work on the Property in effect at the time an application for a grading permit or building permit is applied for; and (iii) the public works plan check fee and public works inspection fee for public improvements constructed and installed by Developer and (iv) fees for monitoring compliance with any development approvals, or any environmental impact mitigation measures; provided that such fees and charges are uniformly imposed by the City at similar stages of project development on all similar applications and for all similar monitoring. (b) General or special taxes, including, but not limited to, properly 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) 59 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. (c) Procedural regulations relating to hearing bodies, petitions, applications, notices, documentation of findings, records, manner in which hearings are conducted, reports, recommendations, initiation of appeals, and any other matters of procedure; provided such regulations are uniformly imposed by the City on all matters, do not result in any unreasonable decision - making delays and do not affect the substantive findings by the City in approving this Agreement or as otherwise established in this Agreement. (d) Regulations governing construction standards and specifications which are of general application that establish standards for the construction and installation of structures and associated improvements, including, without limitation, the City's Building Code, Plumbing Code, Mechanical Code, Electrical Code and Fire Code; provided that such construction standards and specifications are applied on a City -wide basis and do not otherwise limit or impair the Project approvals granted in this Agreement unless adopted to meet health and safety concerns. (e) Any City regulations to which all Developers have consented in writing, however, consent of all Developers shall not be required if applicable Developers will not be materially affected by the regulations. (f) Collection of such fees or exactions as are imposed and set by governmental entities not controlled by City but which are required to be collected by City. (g) Regulations which do not impair the rights and approvals granted to Developer under this Agreement. For the purposes of this Section 5.2.1(g), regulations which impair Developer's rights or approvals include, but are not limited to, regulations which (i) materially increase the cost of the Project (except as provided in Section 5.2.1(a), (b), and (d) above), or (ii) which would materially delay development of 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 .F extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 5.3 Common Set of Existing Regulations. Prior to the Effective Date, the City and Developer shall use reasonable efforts to identify, assemble and copy three identical sets of the Existing Regulations, to be retained by the City and Developer, so that if it becomes necessary in the future to refer to any of the Existing Regulations, there will be a common set of the Existing Regulations available to all Parties. 5.4 Conflicting Enactments. Except as provided in Section 5.2 above, any Subsequent Code Change which would conflict in any way with or be more restrictive than the Existing Regulations shall not be applied by the City to any part of the Property. Any Developer may, in its sole discretion, give the City written notice of its election to have any Subsequent Code Change applied to that portion of the Property owned by such Developer, in which case such Subsequent Code Change shall be deemed to be an Existing Regulation insofar as that portion of the Property is concerned. If there is any conflict or inconsistency between the terms and conditions of this Agreement and the Existing Regulations, the terms and conditions of this Agreement shall control. 5.5 Timing of Develonment. 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 Hines 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, and residential units that can be built each year on the Property except as expressly provided in this Agreement. 5.6 Subdivision Maps. The application for any subdivision map with respect to the Property shall be processed in accordance with the SMMC, as it exists at the time, except that the City will not impose any condition which is inconsistent with this Agreement or the Project Plans. 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 negate 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, modifying the parking garage or access to and from the garage or site, or reduction in the Floor Area of any of Buildings 2, 3, 4, and 5 greater than 2.5 percent (2.5 %) or of Building 1 greater than five percent (5.0 %). Decisions of the ARB are appealable to the Planning Commission in accordance with the Existing Regulations. 6.2 Individual Buildings. If requested by the applicable Developer, each Building may submit its own application for ARB review independent of any other Building within the Project. Developer shall have the option but shall not be obligated to process ARB review for multiple Buildings concurrently. Approval and review of any Building shall not require the submittal of the design of any other Building. 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 Plans and this Agreement. Technical City Permits include, without limitation (a) building and foundation permits, (b) related mechanical, electrical, plumbing and other technical permits, (c) demolition, excavation and grading permits, (d) encroachment permits, and (e) temporary and final certificates of occupancy. 7.1.2 "Technical Permit Applications" means any applications required to be filed by any Developer for any Technical City Permits. 7.2 Diligent Action by City. 7.2.1 Upon satisfaction of the conditions set forth in Section 7.3, the City shall accept the Technical Permit Applications filed by Developer with the City and shall diligently proceed to process such Technical Permit Applications to completion. 7.2.2 Upon satisfaction of the conditions set forth in Section 7.3, the City shall diligently issue the Technical City Permits which are the subject of the Technical Permit Applications. 7.2.3 The Residential Buildings shall be entitled to receive the priority building department plan check processing permitted under SMMC Section 9.56.0500). 7.3 Conditions for Diligent Action by the City. 62 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 any Developer, and then issue the Technical City Permits, is subject to the satisfaction of the following conditions: (a) Such Developer shall have completed and filed all Technical Permit Applications which are required under the administrative procedures and policies of the City which are in effect on the date when the Technical Permit Application is filed; provided that such procedures and policies are uniformly in force and effect throughout the City; (b) Such Developer shall have paid all processing and permit fees established by the City in connection with the filing and processing of any Technical Permit Application which are in effect on the date when the Technical Permit Application is filed; provided that such fees are uniformly in force and effect throughout the City; and (c) If required for the particular Technical Permit Application, such Developer shall have obtained the approval of the ARB referred to in Section 6.1 above. 7.3.2 Issuance of a Technical City Permit. The obligation of the City to issue a Technical City Permit which is the subject of a Technical Permit Application filed by any Developer with respect to any Building is subject to the satisfaction of the following conditions (and only such conditions and no others): (a) Such Developer shall have complied with all of its obligations under this Agreement which are required to be performed prior to or concurrent with the issuance of the Technical City Permits for the proposed Building; (b) Such Developer shall have received any permits or approvals from other governmental agencies which are required by law to be issued prior to or concurrent with the issuance of the Technical City Permit 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, such Developer 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 SMMC)( 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 63 Height established in this Agreement for the Project, then the Planning Director is hereby authorized to grant Developer limited relief from the allowable Building Height without amending this Agreement if the requested relief is in compliance with the City's General Plan. Any such approval shall be granted only after the Planning Director's receipt of a written request for such relief from Developer. Developer is required to supply the Planning Director with written documentation of the fact that compliance with the New Technical Requirements cannot be achieved by some other method. Any such relief shall only be granted to the extent necessary in the Planning Director's determination for Developer to comply with the New Technical Requirements. 7.4 Duration of Technical City Permits. The duration of Technical City Permits issued by the City, and any extensions of the time period during which such Technical City Permits remain valid, shall be established in accordance with the Technical Codes in effect at the time that the Technical City Permits are issued. Subject to Section 3.2.3, the lapse or expiration of a Technical City Permit shall not preclude or impair Developer from subsequently filing another Technical Permit Application for the same matter during the Term of this Agreement, which shall be processed by the City in accordance with the provisions of this Article 7. 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 in accordance with the provisions of the SMMC, as in effect at that time, and Section 65868 of the California Government Code with the written consent of the City, each Developer owning a Parcel Which is the subject of such amendment and any other Developer who, in the reasonable judgment of the City, will be materially affected by such amendment; no consent of any other Developer shall be required. 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 hearings and related procedural requirements, or pursuant to Section 3.3. 9.2.2 Termination Certificate. Upon termination of this Agreement, the City and the Developer shall execute an appropriate certificate of termination in recordable form, 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., Sections 2.5.5(a) and 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. 10.1.1 General. The City shall review compliance with this Development Agreement once each year, on or before March 31 (each, a "Periodic Review "), in accordance with this Article 10 in order to determine whether or not any Developer is out -of- compliance with any specific term or provision of this Agreement. 10.1.2 Separate Ownership. If the Creative Office Phase and the Residential Phase are owned by separate Developers: (a) The Developer of the Creative Office Phase shall not be deemed to be out -of- compliance with this Agreement based solely on failure of the Developer of the Residential Phase to (1) be in compliance with the affordable housing obligations set forth in Sections 2.6.4, 2.7.4(a), or 2.7.4(b) and the obligations set forth in Section 2.7.5, (2) be in compliance with the TDM measures applicable only to the Residential Phase under Section 2.7.1 above if no Creative Office Building has received a Certificate of Occupancy, or (3) pay amounts due to the City solely from the Developer of the Residential Phase under Section 14.1 below. (b) The Developer of the Residential Phase shall not be deemed to be out -of- compliance with this Agreement based solely on failure of the Developer of the Creative Office Phase to (1) be in compliance with the local hiring program described in Exhibit "F -2," (2) be in compliance with the TDM measures applicable only to the Creative Office Phase under Section 2.7.1 above if no Residential Building has received a Certificate of Occupancy, (3) pay amounts due to the City solely from the Developer of the Creative Office Phase under Section 14.1 below, (4) pay the Affordable Housing Fee if and when required under Section 2.7.4(c), or (5) be in compliance with the internship program described in Exhibit "L ". (c) Except as specifically provided in this Section 10.1.2, all Developers shall be deemed to be out -of- compliance with this Agreement if the Project, or any Phase thereof, fails to comply with any specific term or provision of this Agreement. 10.2 Evidence of Good Faith Compliance. On or before October 1" of each year, Developers shall deliver to the City a joint written report demonstrating that 65 Developers have been in good faith compliance with this Agreement during the twelve (12) month period prior. 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 Developers with the requirements of the Existing Regulations, except as otherwise modified by this Agreement; and (b) compliance by Developers 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 Developers of any of its obligations under this Agreement. If only one Developer is out -of- compliance with this Agreement under Section 10. 1.2 above, that fact shall be noted in the report. 10.3 Information to be Provided to Developers. Prior to any public hearing concerning the Periodic Review of this Agreement, the City shall deliver to Developers a copy of all staff reports prepared in connection with a Periodic Review, written comments fiom the public and, to the extent practical, all related exhibits concerning such Periodic Review. If the City delivers a Notice of Breach pursuant to Section 11.1 below, the City shall concurrently deliver 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 any Developer is not in good faith compliance with this Agreement, then the City may issue and deliver to Developers a written Notice of Breach pursuant to Section 11.1 below, and Developers 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 with the terms and conditions of this Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Agreement. 10.6 Termination of Development Agreement. If Developer fails to timely cure any item(s) of non - compliance set forth in a Notice of Breach, 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 as to the entire Project or one Phase of the Project, as applicable. 10.7 City Cost Recovery. Following completion of each Periodic Review, all Developers, jointly and severally, shall reimburse the City for its actual and reasonable costs incurred in connection with such review. .. ARTICLE 11 DEFAULT 11.1 Notice and Cure. 11.1.1 Breach. If any Party fails to substantially 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 any Developer, the City shall also deliver a copy of the Notice of Breach to any Secured Lender of Developer which has delivered a Request for Notice to the City in accordance with Article 12. 11. 1.2 Monetary Breach. In the case of a monetary Breach by any Developer, such Developer shall promptly commence to cure the identified Breach and shall complete the cure of such Breach within thirty (30) business days after receipt by such Developer of the Notice of Breach; provided that if such monetary Breach is the result of an Excusable Delay or the cure of the same is delayed as a result of an Excusable Delay, such Developer shall deliver to the City reasonable evidence of the Excusable Delay. Any Owners Association or any other Developer shall have the right, but not the obligation, to cure the identified Breach within the same period given under this Section 11.1(b) to the Developer committing the identified Breach. 11. 1.3 Non - Monetary Breach. In the case of a non - monetary Breach by any Party, the alleged defaulting Party shall promptly commence to cure the identified Breach and shall diligently prosecute such cure to completion; provided that the defaulting Party shall complete such cure within thirty (30) days after receipt of the Notice of Breach or provide evidence of Excusable Delay that prevents or delays the completion of such cure. The thirty (30) day cure period for a non - monetary Breach shall be extended as is reasonably necessary to remedy such Breach; provided that the alleged defaulting Party commences such cure promptly after receiving the Notice of Breach and continuously and diligently pursues such remedy at all times until such Breach is cured. If the alleged defaulting Party is a Developer, any Owners Association or any other Developer shall have the right, but not the obligation, to cure the identified Breach within the same period given under this Section 11.1(c) to the Developer committing the identified Breach. 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. 67 11.2 Remedies for Monetary Default. If there is a Breach by any Developer in the performance of any of its monetary obligations under' this Agreement which remains uncured (a) thirty (30) business days after receipt by such Developer of a Notice of Breach from the City and (b) after expiration of Secured Lender's Cure Period under Section 12.1 (if a Secured Lender of Developer has delivered a Request for Notice to the City in accordance with Section 12. 1), then an "Event of Monetary Default" shall have occurred by such Developer and the City shall have available any right or remedy provided in this Agreement, at law or in equity. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy. If and only if the Event of Monetary Default was the failure of the Developer of the Creative Office Phase to pay the Creative Office Affordable Housing Fee if and when required under Section 2.7.4(c) above, the City shall have no rights or remedies against the Developer of the Residential Phase.. 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 a Developer, after the expiration of Secured Lender's Cure Period under Section 12.1 (if a Secured Lender of such Developer has delivered a Request for Notice to the City in accordance with Section 12. 1), then an "Event of Non - Monetary Default" shall have occurred and the non - defaulting Party shall have available any right or remedy provided in this Agreement, or provided at law or in equity except as prohibited by this Agreement. All of said remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of said remedies shall not constitute a waiver or election in respect to any other available remedy. If and only if the Event of Non - Monetary Default was one described in Section 10.1.2(a) and (b), the City's rights and remedies shall be limited to the Developer committing the Breach and the City shall have no right or remedy against the other Developer. 11.3.2 Specific Performance. The City and Hines 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 Hines hereby stipulate that each Developer shall be entitled to obtain relief in the form of a writ of mandate in accordance with Code of Civil Procedure Section 1085 or Section 1094.5, as appropriate, to remedy any Event of Non - Monetary Default by the City of its obligations and duties under this Agreement. Nothing in this Section 11.3.3, however, is intended to alter the evidentiary standard or the standard of review applicable to any action of, or approval by, the City pursuant to this Agreement or with respect to the Project. M 11.3.4 No Damages Relief Against Citv. It is acknowledged by Hines 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 any Developer and Hines covenants on behalf of itself and its successors in interest not to sue for or claim any damages: (a) for any default under this Agreement; (b) for the regulatory taking, impairment or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; or (c) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. The City and Developer agree that the provisions of this Section 11.3.4 do not apply to 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 Any Developer. It is acknowledged by the City that Hines would not have entered into this Agreement if any Developer were to be liable in damages in connection with any non - monetary default hereunder. Consequently, and except for the payment of attorneys' fees and court costs, no Developer shall 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 connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. Wt The City and Developer agree that the provisions of this Section 11.3.6 do not apply for damages which: (a) are for a monetary default; or (b) do not arise out of or which are not connected with any dispute, controversy or issue regarding the application, interpretation, or effect of the provisions of this Agreement to or the application of, any City rules, regulations, or official policies. 11.3.7 No Other Limitations. Except as expressly set forth in this Section 11.3, the provisions of this Section 11.3 shall not otherwise limit any other rights, remedies, or causes of action that either the City or any Developer may have at law or equity after the occurrence of any Event of Non - Monetary Default. 11.4 Modification or Termination of Agreement by City. 11.4.1 Default by Developer. If any Developer causes either an Event of Monetary Default or an Event of Non - Monetary Default, then the City may commence proceedings to modify or terminate this Agreement, or with respect to an Event of Monetary Default or an Event of Monetary Default described in Section 10.1.2(a) or (b) above, proceedings to modify or terminate this Agreement as to one Phase, 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 areas follows: (a) The City shall provide a written notice to Developers (and to any Secured Lender 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 such Developer (or the Secured Lender) cures or corrects the acts or omissions that constitute the basis of such determinations by the City (a "Hearing Notice "). The Hearing Notice shall be delivered by the City to Developers 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 Developers 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 and (ii) further determines that Developers (or the Secured Lender, if applicable), have 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, Developers (or the Secured Lender) have not, in good faith, commenced to cure or correct such acts or omissions prior to the public 70 hearing or are 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 Developers. If the City Council does not terminate this Agreement but proposes a modification to this Agreement as a result of the public hearing and Developers do not (within five (5) days of receipt) execute and deliver to the City the form of modification of this Agreement submitted to Developers by the City, then the City Council may elect to terminate this Agreement at any time after the sixth day after Developers' receipt of such proposed modification. (c) Notwithstanding anything in Section 11.4(b) to the contrary, if the Event of Monetary Default or Event of Non - Monetary Default which has occurred and not been cured relates solely to the Creative Office Phase or the Residential Phase and is one of those failures to act described in Sections 10.1.2(a) or (b) above, such modification or termination shall relate only to the Phase in connection with which the default occurred and shall not affect the continued application of this Agreement to the other Phase. 11.5 Cessation of Rights and Obligations. If this Agreement is terminated by the City, in whole or in part, pursuant to and in accordance with Section 11.4 above, the rights, duties and obligations of the City and the affected Developer(s) 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 any Developer has performed substantial work or incurred substantial liabilities in good faith reliance upon a building permit issued by the City, Developers shall have acquired a vested right to complete construction of the Buildings in accordance with the terms of the building permit and occupy or use each such Building upon completion for the uses permitted for that Building as provided in this Agreement. Any Building completed or occupied pursuant to this Section 11.6 shall be considered legal non - conforming subject to all City ordinances, standards and policies as they then exist governing legal non- conforming buildings and uses unless the Building otherwise complies with the property development standards for the district in which it is located and the use is otherwise permitted or conditionally permitted in the district. ARTICLE 12 MORTGAGEES 12.1 Encumbrances on the Property. This Agreement shall not prevent or limit any Developer (in its sole discretion), from encumbering that portion of the Property (in any manner) owned by such Developer or any portion thereof or any improvement 71 thereon by any mortgage, deed of trust, assignment of rents or other security device securing financing with respect to such portion of the Property (a "Mortgage "). Each mortgagee of a mortgage or a beneficiary of a deed of trust (each, a "Secured Lender ") covering any portion of the Property shall be entitled to the rights and privileges set forth in this Article 12. Any Secured Lender and any proposed Secured Lender may require from the City certain interpretations of this Agreement. The City shall from time to time, upon request made by any Developer, meet with such Developer and representatives of each of its Secured Lenders and/or any proposed Secured Lender to negotiate in good faith any request for interpretation of any part of this Agreement. The City will not unreasonably withhold, condition or delay the delivery to a Secured Lender or proposed Secured Lender of the City's written response to any such requested interpretation. Copies of any such written interpretation shall be provided to all Developers. 12.1.1 Mortgage Not Rendered Invalid. Except as provided in Section 12.1.2, neither entering into this Agreement nor a Breach of this Agreement, nor any Event of Monetary Default nor any Event of Non - Monetary Default shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. 12.1.2 Priority of Agreement. This Agreement shall be superior and senior to the lien of any Mortgage. Any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof by a Secured Lender or its successor in interest (whether pursuant to foreclosure, trustee's sale, deed in lieu of foreclosure, lease termination or otherwise) shall be subject to all of the terms and conditions of this Agreement. 12.1.3 Right of Secured Lender to Cure Default. (a) A Secured Lender may give notice to the City, specifying the name and address of such Secured Lender and attaching thereto a true and complete copy of the Mortgage held by such Secured Lender, specifying the portion of the Property that is encumbered by the Secured Lender's lien (a "Request for Notice "). If the Request for Notice has been given, at the same time the City sends to Developers 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 Developers. 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 Developers under this Agreement) equal to: (a) ten (10) business days in the case of any Event of Monetary 72 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 any Developer has caused an Event of Monetary Default or an Event of Non - Monetary Default, then each Secured Lender shall have the right to remedy such Event of Monetary Default or an Event of Non - Monetary Default, as applicable, or to cause the same to be remedied prior to the conclusion of the Secured Lender's Cure Period and otherwise as herein provided. The City shall accept performance by any Secured Lender of any covenant, condition, or agreement on any Developer's part to be performed hereunder with the same force and effect as though performed by such Developer. (c) The period of time given to any Secured Lender to cure any Event of Monetary Default or an Event of Non - Monetary Default by any Developer which reasonably requires that said Secured Lender be in possession of the Property to do so, shall be deemed extended to include the period of time reasonably required by said Secured Lender to obtain such possession (by foreclosure, the appointment of a receiver or otherwise) promptly and with due diligence; provided that during such period all other obligations of such Developer under this Agreement, including, without limitation, payment of all amounts due, are being duly and promptly performed. 12.1.4 Secured Lender Not Obligated Under this Agreement. (a) No Secured Lender shall have any obligation or duty under this Agreement to perform the obligations of any Developer or the affirmative covenants of any Developer 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 a Secured Lender takes possession or becomes the owner of any portion of the Property, then from and after that date, such Secured Lender shall be obligated to comply with all provisions of this Agreement which previously were the obligation of the Developer previously owning such portion of the Property; provided that such Secured Lender shall not be responsible to the City for any unpaid monetary obligations of any Developer that accrued prior to the date such Secured Lender became the fee owner of such portion of the Property. (b) Nothing in Section 12.1.4(a) is intended, nor should be construed or applied, to limit or restrict in any way the City's authority to terminate this Agreement, as against any Secured Lender as well as against Developer if any curable Event of Monetary Default or an Event of Non - Monetary Default is not completely cured within the Secured Lender's Cure Period. 73 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 any Developer's interest in the Property and any transfer of the Property or any portion thereof shall automatically operate to transfer the benefits and burdens of this Agreement with respect to the transferred Property or transferred portions, as applicable., 13.1.2 Transfer Rights. Any Developer may freely sell, transfer, exchange, hypothecate, encumber or otherwise dispose of its interest in the Property, or any portion thereof, without the consent of the City. Any such Developer shall, however, give written notice to the City, in accordance with Section 15. 1, of any transfer of the Property, or any portion thereof, disclosing in such notice (a) the identity of the transferee of the Property, or such portion thereof (the "Property Transferee "), (b) the address of the Property Transferee as applicable, and (c) the portion of the Property transferred. 13.2 Release Upon Transfer. Upon the sale, transfer or exchange of the rights and interests of any Developer to the Property, or any portion thereof, such Developer shall be released from its obligations under this Agreement to the extent of such sale, transfer or exchange with respect to the Property, or any portion thereof, if : (a) such Developer has provided written notice of such transfer to City; and (b) the Property Transferee executes and delivers to City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of such Developer under this Agreement with respect to the Property in the form of Exhibit "J" attached hereto (the "Assumption Agreement "). Upon such transfer of the Property, or any portion thereof, and the express assumption of the applicable Developer's obligations under this Agreement by the Property Transferee, the City agrees to look solely to the Property Transferee for compliance with the provisions of this Agreement with respect to that portion of the Property acquired by such Property Transferee and not to the Property Transferor. Any such Property Transferee shall be entitled to the benefits of this Agreement as "Developer" hereunder and shall be subject to the obligations of this Agreement. Failure to deliver a written Assumption Agreement hereunder shall not affect the transfer of the benefits and burdens as provided in Section 13. 1, provided that the transferor shall not be released from its obligations hereunder unless and until the executed Assumption Agreement is delivered to the City. Transfer of any portion of the Property shall not affect the rights and obligations of any Developer owning any portion of the Property not being transferred. ARTICLE 14 INDEMNITY TO CITY 14.1 Indemnity. Each Developer agrees to and shall defend, indemnify and hold harmless the City, its City Council, boards and commissions, officers, agents, 74 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: (a) for any act or omission of such Developer or those of its officers, board members, agents, employees, volunteers; contractors, subcontractors or other persons acting on its behalf (collectively referred to as the "Applicable Developer Parties ") which occurs during the Term and relates to this Agreement; (b) for any act or omission related to the operations of any of the Applicable Developer Parties, including the maintenance and operation of areas on the Property owned by such Developer accessible to the public. Each Developer's obligation to defend, indemnify and hold harmless applies to all actions and omissions of the Applicable Developer Parties as described above caused or alleged to have been caused in connection with the Project or Agreement, except to the extent any Damages are caused by the active negligence or willful misconduct of any City Indemnified Parties. This Section 14.1 applies to all Damages suffered or alleged to have been suffered by the City Indemnified Parties regardless of whether or not the City prepared, supplied or approved plans or specifications or both for the Project. No Developer shall be obligated to indemnify the City for the acts, omissions or operations of any Applicable Developer Party of another Developer. 14.2 City's Rig—ht to Defense. The City shall have the right to approve legal counsel retained by any Developer to defend any claim, action or proceeding which such Developer is obligated to defend pursuant to Section 14. 1, which approval shall not be unreasonably withheld, conditioned or delayed. If any conflict of interest results during the mutual representation of the City and the applicable Developer in defense of any such action, or if the City is reasonably dissatisfied with legal counsel retained by such Developer, the City shall have the right (a) at such Developer's costs and expense, to have the City Attorney undertake and continue the City's defense, or (b) with such Developer's approval, which shall not be reasonably withheld or delayed, to select separate outside legal counsel to undertake and continue the City's defense. ARTICLE 15 GENERAL PROVISIONS 15.1 Notices. Formal notices, demands and communications between the Parties shall be deemed sufficiently given if delivered to the principal offices of the City or Developer, as applicable, by (i) personal service, or (ii) express mail, Federal Express, or other similar overnight mail or courier service, regularly providing proof of delivery, or (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv) facsimile (provided that any notice delivered by facsimile is followed by a separate notice sent within twenty -four (24) hours after the transmission by facsimile delivered in one of the other manners specified above). Such notice shall be addressed as follows: To City: 75 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 Developer: Hines 444 S. Flower Street, Suite 2100 Los Angeles, CA 90071 Attn: Doug Metzler With a Copy to: Harding Larmore Kutcher & Kozal, LLP 1250 Sixth Street, Suite 200 Santa Monica, California 90401 Attention: Christopher M. Harding, Esq. Notice given in any other manner shall be effective when received by the addressee. Any Party may change the addresses for delivery of notices to such Party by delivering notice to the other Party in accordance with this provision. In the event ownership of the Property is held by more than one Developer, each Developer shall be entitled to provide its address to the City in accordance with this provision and receive copies of notices. If an Owner's Association has been formed and has given written notice to the City of its formation and an address for notices; copies of all notices given to Developers, or either of them, shall also be given to the Owner's Association. 15.2 Entire Agreement; Conflicts. This Agreement represents the entire agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Should any or all of the provisions of this Agreement be found to be in conflict with any other provision or provisions found in the Existing Regulations, then the provisions of this Agreement shall prevail. Should any of the Conditions of Approval set forth in Section B of Exhibit "D" attached hereto conflict with any of the Mitigation Measures set forth in Section A of Exhibit "D" attached hereto, the more stringent or exacting requirement shall control. 15.3 Binding Effect. The Parties intend that the provisions of this Agreement shall constitute covenants which shall run with the land comprising the Property during 76 the Term for the benefit thereof and that the burdens and benefits thereof shall bind and inure to the benefit of all successors -in- interest to the Parties hereto. Every Party who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Project during the Term is and shall be conclusively deemed to have consented and agreed to every provision contained herein, to the extent relevant to said right, title or interest, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Project. 15.4 Agreement Not for Benefit of Third Parties. This Agreement is made and entered into for the sole protection and benefit of Developer and the City and their respective successors and assigns. Except for the rights given to Secured Lenders under Article 12 above, 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 any Developer or to render any Party liable in any manner for the debts or obligations of the other. 15.6 Estoppel Certificates. Either Party may, at any rime, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing (each, an "Estoppel Certificate "): (a) that this Agreement is in full force and effect, (b) that this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, (c) whether or not, to the knowledge of the responding Party, the requesting Party is in Breach or claimed Breach in the performance of its obligations under this Agreement, and, if so, describing the nature and amount of any such Breach or claimed Breach, and (d) whether or not, to the knowledge of the responding Party, any event has occurred or failed to occur which, with the passage of time or the giving of notice, or both, would constitute an Event of Monetary Default or an Event of Non - Monetary Default and, if so, specifying each such event. A Party receiving a request for an Estoppel Certificate shall execute and return such Certificate within thirty (30) days following the receipt of the request therefor. If the party receiving the request hereunder does not execute and return the certificate in such 30 -day period and if circumstances are such that the Party requesting the notice requires such notice as a matter of reasonable business necessity, the Party requesting the notice may seek a second request which conspicuously states "FAILURE TO EXECUTE THE REQUESTED ESTOPPEL CERTIFICATE WITHIN FIFTEEN (15) DAYS SHALL BE DEEMED WAIVER PURSUANT TO SECTIONS 15.6 AND 15.13 OF THE DEVELOPMENT AGREEMENT" and which sets forth the business necessity for a timely response to the estoppel request. If the Party receiving the second request fails to execute the Estoppel Certificate within such 15 -day period, it shall be conclusively deemed that the Agreement is in full force and effect and has not been amended or modified orally or in writing, and that there are no uncured defaults under this Agreement or any events which, with passage of time of giving of notice, of both, would constitute a default under the Agreement. The City Manager shall have the right to execute any Estoppel Certificate requested by any Developer under this Agreement. The City acknowledges that an Estoppel Certificate may be relied upon by any Property Transferee, Secured Lender or other party. 77 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 any Developer of its obligations under this Agreement shall be excused when it has been prevented or delayed in such performance by reason of any act, event or condition beyond the reasonable control of such Developer (collectively, "Excusable Delays ") for any of the following reasons: (a) War, insurrection, walk -outs, riots, acts of terrorism, floods, earthquakes, fires, casualties, acts of God, or similar grounds for excused performances; (b) Governmental restrictions or moratoria imposed by the City or by other governmental entities or the enactment of conflicting State or Federal laws or regulations; (c) The imposition of restrictions or moratoria by judicial decisions or by litigation, contesting the validity, or seeking the enforcement or clarification of, this Agreement whether instituted by any Developer, the City or any other person or entity, or the filing of a lawsuit by any Party arising out of this Agreement or any permit or approval any Developer deems necessary or desirable for the implementation of the Project; (d) The institution of a referendum pursuant to Government Code Section 65867.5 or a similar public action seeking to in any way invalidate, alter, modify or amend the ordinance adopted by the City Council approving and implementing this Agreement; (e) Inability to secure necessary labor, materials or tools, due to strikes, lockouts, or similar labor disputes; and (f) Failure of the City to timely perform its obligations hereunder, including its obligations under Section 7.2 above 15.8.2 Under no circumstances shall the inability of any Developer to secure financing be an Excusable Delay to the obligations of any Developer. 15.8.3 In order for an extension of time to be granted for any Excusable Delay, the applicable Developer must deliver to the City written notice of the commencement of the Excusable Delay within sixty (60) days after the date on which such Developer becomes aware of the existence of the Excusable Delay. The extension of time for an Excusable Delay shall be for the actual period of the delay. 15.8.4 Nothing contained in this Section 15.8 is intended to modify the terms of either Section 5.1.2 or Section 5.5 of this Agreement. IR 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 Developers shall, jointly and severally, 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 Developers. The City shall cooperate with Developers in any such defense as Developers 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 any Developer is entitled to recover attorneys' fees from the other, the Party so entitled to recover shall be entitled to an amount equal to the fair market value of services provided by attorneys employed by it as well as any attorneys' fees actually paid by it to third Parties. The fair market value of the legal services for public attorneys shall be determined by utilizing the prevailing billing rates of comparable private attorneys. 15.12 Recordation. The Parties shall cause this Agreement to be recorded against title to the Property in the Official Records of the County of Los Angeles. The cost, if any, of recording this Agreement shall be borne by Hines. 15.13 No Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and referring expressly to this Section 15.13. No delay or omission by either Party in exercising any right or power accruing upon non - compliance or failure to perform by the other Party under any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof, except as expressly provided herein. No waiver by either Party of any of the covenants or conditions to be performed by the other Party shall be construed or deemed a waiver of any succeeding breach or nonperformance of the same or other covenants and conditions hereof of this Agreement. 15.14 Construction of this Agreement. The Parties agree that each Party and its legal counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. 15.15 Other Governmental Approvals. Any Developer may apply for such other permits and approvals as may be required for development of the Project in accordance 79 with this Agreement from other governmental or quasi - governmental agencies having jurisdiction over the Property. The City shall reasonably cooperate with such Developer in its endeavors to obtain such permits and approvals. 15.15.1 Further Assurances Covenant to Sign Documents. Each Party shall take all actions and do all things, and execute, with acknowledgment or affidavit, if required, any and all documents and writings, which may be necessary or proper to achieve the purposes and objectives of this Agreement. 15.15.2 Processing. Upon satisfactory completion by any Developer with respect to that portion of the Project owned by such Developer of all required preliminary actions and payments of appropriate processing fees, if any, the City shall, subject to all legal requirements, promptly initiate, diligently process, and complete at the earliest possible time all required steps, and expeditiously act upon any approvals and permits necessary for the development by such Developer of such portion 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 Technical City 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 any portion thereof, or the Property once issued by the City provided that the development of the Project or the Property, or such portion thereof, 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 any Developer relating to this Agreement or to other development issues affecting the Property, or any portion thereof, the City shall not delay or stop the development, processing or construction of the Property or such portion thereof, or issuance of the Technical City 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 unless requested in writing to do so by such Developer. Notwithstanding the foregoing and without prejudice to the provisions of Section 15.8.1(c), after service on the City or Developer of the initial petition or complaint challenging this Agreement or the Project, or any portion thereof, Developer may apply to the Planning Director for a tolling of the applicable deadlines for Developer to otherwise comply with this Agreement. Within 40 days after receiving such an application, the Planning Director shall, in writing and in his or her sole discretion, either :1 toll the time period for compliance with the applicable deadlines during the pendency of the litigation, not to exceed five years, or deny the requested tolling. 15.15.5 State, Federal or Case Law. Where any state, federal or case law allows the City to exercise any discretion or take any act with respect to that law, the City shall, in an expeditious and timely manner, at the earliest possible time, (i) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Agreement and (ii) take such other actions as may be necessary to carry out in good faith the terms of this Agreement. 15.16 Venue. Any legal action or proceeding among the Parties arising out of this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California. 15.17 Exhibits. The following exhibits which are part of this Agreement are attached hereto and each of which is incorporated herein by this reference as though set forth in full: Exhibit "A" Legal Description of the Property Exhibit `B" Project Plans Exhibit "C" Permitted Fees and Exactions Exhibit "D" Mitigation Measures and Conditions Exhibit "E" SMMC Article 9 (Planning andZoning) Exhibit "F -1" Local Hiring Program for Construction Exhibit "F -2" Local Hiring Program for Permanent Employment Exhibit "G" Permitted Uses Exhibit "H" Infrastructure Security Schedule Exhibit "I" Use of Open Space Exhibit "I -1" Bergamot Square Exhibit "I -2" The Village Mews Exhibit 111 -3" The Green Exhibit 111 -4" The Garden Passage Exhibit "I -5" Stewart Crossing Exhibit "J" Assignment and Assumption Agreement Exhibit "K" Alcohol Conditions Exhibit "L" Internship Program Exhibit "M" Reserved Exhibit "N" Grade Diagram M. Exhibit "O" Conceptual Typical Street Sections for Temporary Improvements Exhibit "P -1" Nebraska Extension Easement Area Exhibit "P-2" Olympic Sidewalk Easement Area Exhibit "P -3" New Western Street Easement Area Exhibit "P -4" New Eastern Street Easement Area Exhibit "P -5" 26a' Street Sidewalk Easement Area Exhibit "Q" Development Standards 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 any Developer, upon such Developer's request, with a statement ( "Certificate of Performance ") evidencing said completion, termination or revocation and the release of such Developer from further obligations hereunder, except for any further obligations which survive such completion, termination or revocation. The Certificate of Performance shall be signed by the appropriate agents of such Developer and the City and shall be recorded against title to the affected portion of 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 Hines. Hines represents to the City that, as of the Effective Date, it is the owner of the entire Property, subject to encumbrances, easements, covenants, conditions, restrictions, and other matters of record. 15.21 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between the City and all Developers. 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 any Developer. If and when, from time to time, during the term of this Agreement, the City and any Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by the City and such Developer, which, after execution, shall be attached hereto and become part of this Agreement and the same may be further clarified from time to time as necessary with future written approval by the City and such, or any other, Developer. Operating memoranda are not intended to and cannot constitute an amendment to this Agreement &M 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, any Developer, to determine whether a requested clarification may be effectuated pursuant to the execution and delivery of an operating memorandum or whether the requested clarification is of such character to constitute an amendment of this Agreement which requires compliance with the provisions of Section 8.1 above. The authority to enter into such operating memoranda is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any operating memoranda hereunder without further action by the City Council. 15.22 Acknowledgments Agreements and Assurance on the Part of Developer. 15.22.1 Developer's Faithful Performance. The Parties acknowledge and agree that Developer's faithful performance in developing the Project on the Property and in constructing and installing certain public improvements pursuant to this Agreement and complying with the Existing Regulations will fulfill substantial public needs. The City acknowledges and agrees that there is good and valuable consideration to the City resulting from Developer's assurances and faithful performance thereof and that same is in balance with the benefits conferred by the City on the Project. The Parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable. Developer acknowledges that the consideration is reasonably related to the type and extent of the impacts of the Project on the community and the Property, and further acknowledges that the consideration is necessary to mitigate the direct and indirect impacts caused by Developer on the Property. 15.22.2 Obligations to be Non - Recourse. As a material element of this Agreement, and in partial consideration for Developer's execution of this Agreement, the Parties each understand and agree that the City's remedies for breach of the obligations of Developer under this Agreement shall be limited as described in Sections 11.2 through 11.4 above. 15.23 Not a Public Dedication. Except for the easements to be dedicated to the City pursuant to Section 2.7.2, 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 subject to Exhibit "I" of this Agreement. Every Developer shall have the right to prevent or prohibit the use of that portion of the Property and the Project owned by such Developer, or any portion thereof, including common areas and buildings and improvements located thereon, by any person for any purpose inimical to the development of such portion of the Project, including without limitation to prevent any person or entity from obtaining or accruing any prescriptive or other right to use such portion of the Property or the Project. The easements to be dedicated to the City under Section 2.7.2 above 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 N that would deprive Developer of the material benefits of this Agreement or would materially and unreasonably interfere with the development of the Project as contemplated by this Agreement. 15.24 Other Agreements. The City acknowledges that certain additional agreements may be necessary to effectuate the intent of this Agreement and facilitate development of the Project. The City Manager or his /her designee is hereby authorized to prepare, execute, and record those additional agreements. 15.25 Severability and Termination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Agreement shall be effective to the extent the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. m 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. HINES: HINES 26TH STREET, LLC, a Delaware limited liability company By: DRAFT Name: Title: By: DRAFT Name: Title: CITY CITY OF SANTA MONICA, a municipal corporation By: DRAFT Name: Title: ATTEST By: DRAFT Name: City Clerk APPROVED AS TO FORM: By: DRAFT Name: City Attorney Mi EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY REAL PROPERTY IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL l: THAT PORTION OF THE RANCHO SAN VICENTE SANTA MONICA, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 955 PAGE 142 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LAND, DISTANT THEREON NORTH 75° 32' 40" EAST, 232.38 FEET FROM THE NORTH WESTERLY CORNER THEREOF, SAID POINT ALSO BEING THE MOST EASTERLY CORNER OF LOT 5 OF TRACT NO. 9774, AS PER MAP RECORDED IN BOOK 140 PAGES 64 TO 66 INCLUSIVE OF MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 75° 32' 40" EAST 816.62 FEET; THENCE SOUTH 170 14' 04" EAST 221.91 FEET TO THE POINT OF INTERSECTION WITH THE NORTHERLY LINE OF OLYMPIC BOULEVARD, 110 FEET WIDE, AS ESTABLISHED BY DEED RECORDED IN BOOK 22850 PAGE 90 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID NORTHERLY LINE BEING A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1945.00 FEET AND THE RADIAL LINE FROM SAID POINT OF INTERSECTION HAVING A BEARING OF NORTH 270 26' 18" WEST; THENCE SOUTHWESTERLY ALONG SAID CURVE 281.29 FEET TO ITS POINT OF TANGENCY WITH A CURVE CONCAVE SOUTHEASTERLY, HAVING RADIUS OF 11,778.44 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, 613.92 FEET TO ITS POINT OF INTERSECTION WITH A CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 892.00 FEET AND THE RADIAL LINE TO SAID LAST MENTIONED CURVE FROM SAID POINT OF INTERSECTION HAVING A BEARING OF NORTH 84° 10' 12" WEST; THENCE NORTHERLY ALONG SAID LAST MENTIONED CURVE, 336.15 FEET; THENCE NORTH 60'49' 01" EAST, 5.67 FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION OF SAID LAND INCLUDED WITHIN THE LAND DESCRIBED IN THE DEEDS TO CITY OF SANTA MONICA, RECORDED MAY 15, 1959 AS INSTRUMENT NO. 471 IN BOOK D -467 PAGE 892 AND RECORDED OCTOBER 14, 1977 AS INSTRUMENT NO. 77- 1143449, BOTH OF OFFICIAL RECORDS. ALSO EXCEPT ALL OF THE MINERALS, HYDROCARBON SUBSTANCES AND MINERAL RIGHTS OF EVERY CLASS, CHARACTER AND KIND WHATSOEVER, PERTAINING TO OR LYING BELOW THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON SAID SURFACE OR THE RIGHT TO USE SAID SURFACE, AS GRANTED IN THE DEED FROM BIRCH INVESTMENT, INC., A CORPORATION, TO WESTERN REPUBLIC CO., LTD., A LIMITED cm PARTNERSHIP, DOING BUSINESS AS FAR WESTERN HEMISPHERE OIL EXPLORATION CO., RECORDED MARCH 3, 1959 IN BOOK D -386 PAGE 472, OFFICIAL RECORDS. PARCEL 2: THAT PORTION OF THE RANCHO SAN VICENTE Y SANTA MONICA, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 955 PAGE 142 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING DESCRIBED BOUNDARIES: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LAND, DISTANT THEREON NORTH 75° 32' 40" EAST 1049.00 FEET FROM THE MOST WESTERLY CORNER OF SAID LAND, SAID POINT ALSO BEING DISTANT NORTH 750 32' 40" EAST, 816.62 FEET FROM THE MOST EASTERLY CORNER OF LOT 5 OF TRACT NO. 9774. AS- PER MAP RECORDED IN BOOK 104 PAGES 64 TO 66 INCLUSIVE OF MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 75° 32'40" EAST 298.38 FEET; THENCE SOUTH 20° 51' 48" EAST, 140.62 FEET TO THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD, 110 FEET WIDE, AS ESTABLISHED BY DEED RECORDED IN BOOK 22850 PAGE 90, OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG SAID NORTHWESTERLY LINE, SOUTH 60° 06' 22" WEST 230.84 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 1945.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE 83.35 FEET TO A LINE THAT BEARS SOUTH 170 14'04" EAST FROM THE POINT OF BEGINNING; THENCE NORTH 170 14' 04" WEST 221.91 FEET TO POINT OF BEGINNING. EXCEPT THERE FROM ALL OF THE MINERALS, HYDROCARBON SUBSTANCES AND MINERAL RIGHTS OF EVERY CLASS, CHARACTER AND KIND WHATSOEVER, WHATSOEVER, PERTAINING TO OR LYING BELOW THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON SAID SURFACE OR THE RIGHT TO USE SAID SURFACE, AS GRANTED IN THE DEED FROM BIRCH INVESTMENT, INC., A CORPORATION, TO WESTERN REPUBLIC CO., LTD., A LIMITED PARTNERSHIP, DOING BUSINESS AS FAR WESTERN HEMISPHERE OIL EXPLORATION CO., RECORDED MARCH 3, 1959 IN BOOK D -386 PAGE 472, OFFICIAL RECORDS. PARCEL 3: A NON EXCLUSIVE EASEMENT FOR RAILROAD SPUR PURPOSES, OVER THE FOLLOWING DESCRIBED LAND: THAT PORTION OF PARCEL 3 OF LOS ANGELES COUNTY ASSESSOR'S MAP NO. 74, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED IN DEED TO THE SOUTHERN PACIFIC RAILROAD COMPANY, RECORDED IN BOOK 1 PAGES 38 AND 39 OF LOS ANGELES COUNTY ASSESSOR'S MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: THE RIGHT, PRIVILEGE AND EASEMENT TO USE FOR RAILROAD SPUR PURPOSES A STRIP OF LAND OF A UNIFORM WIDTH OF 20.00 FEET LYING 10.00 FEET ON EITHER SIDE OF THE FOLLOWING DESCRIBED A -2 CENTER LINE: BEGINNING AT A POINT ON THE NORTHERLY BOUNDARY OF PARCEL 2, AS SHOWN ON SAID ASSESSOR'S MAP NO. 74, DISTANT THEREON NORTH 450 14'35" EAST 15.00 FEET FROM THE MOST WESTERLY CORNER OF SAID PARCEL 2; THENCE PARALLEL WITH THE SOUTHWESTERLY BOUNDARY OF SAID PARCEL 2, SOUTH 44° 54'25" EAST 461.19 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 345.00 FEET, SAID CURVE BEING TANGENT AT ITS POINT OF ENDING TO A CURVE HAVING A RADIUS OF 11,788.44 FEET, CONCENTRIC AND DISTANT NORTHWESTERLY 10.00 FEET FROM THE CURVE SOUTHEASTERLY BOUNDARY OF SAID PARCEL 3, SAID POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE EASTERLY, ALONG SAID CURVE, 400.15 FEET TO THE END THEREOF; THENCE, NORTHEASTERLY ALONG SAID CURVE HAVING A RADIUS OF 11,788.44 FEET, AN ARC DISTANCE OF 164.00 FEET, MORE OR LESS, TO THE WESTERLY SIDE LINE OF 26TH STREET AS DESCRIBED AS PARCEL 2 IN DECREE OF CONDEMNATION ENTERED AS CASE NO. S. M. C. 6063 IN THE SUPERIOR COURT OF THE COUNTY OF LOS ANGELES. EXCEPT FROM THE ABOVE DESCRIBED PARCEL OF LAND THAT PORTION LYING SOUTHWESTERLY OF A LINE PARALLEL AND /OR CONCENTRIC WITH AND 10.00 FEET NORTHEASTERLY MEASURED RADIALLY OR AT RIGHT ANGLES FROM THE NORTHEASTERLY LINE OF PARCEL 2 OF SAID L. A. C. A. MAP NO. 74. PARCEL 4: PARCEL 8 OF LOS ANGELES COUNTY ASSESSOR MAP #74 IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 39 OF LOS ANGELES COUNTY ASSESSOR MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO THAT PORTION OF PARCEL 9 OF SAID LOS ANGELES COUNTY ASSESSOR MAP #74 DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 9, THENCE NORTH 20° 51'48" WEST ALONG THE WESTERLY LINE OF PARCEL 9 A DISTANCE OF 140.62 FEET TO THE NORTHERLY LINE OF SAID PARCEL; THENCE NORTH 75° 32' 40" EAST ALONG THE NORTHERLY LINE DISTANCE OF 166.00 FEET TO A POINT ON THE WESTERLY LINE OF STEWART STREET POINT BEING ON A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 460.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, 20.91 FEET TO A POINT, A RADIAL LINE TO SAID POINT BEARS NORTH 590 06' 12" EAST, THENCE SOUTH 750 32'40" WEST PARALLEL WITH THE NORTHERLY LINE OF PARCEL 9 A DISTANCE OF 111.23 FEET; THENCE SOUTH 29° 53'38" EAST A DISTANCE OF 103.41 FEET TO THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD, 117 FEET WIDE, THENCE SOUTH 60 DEG 06' 22" WEST ALONG THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD 75.70 FEET TO THE POINT OF BEGINNING. PARCEL 5: THAT PORTION OF PARCEL 9 OF LOS ANGELES COUNTY ASSESSOR MAP #74, IN THE CITY OF SANTA MONICA, COUNTY OF LOS A -3 ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 39 OF LOS ANGELES COUNTY ASSESSOR MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHEASTERLY BOUNDARY OF SAID PARCEL 9, DISTANT THEREON NORTH 60° 06' 22" EAST, 75.70 FEET FROM THE MOST SOUTHERLY CORNER OF SAID PARCEL 9, THENCE ALONG SAID SOUTHEASTERLY BOUNDARY, ALSO BEING THE NORTHWESTERLY LINE OF OLYMPIC BOULEVARD, 117 FEET WIDE, NORTH 60° 06' 22" EAST 82.29 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 25 FEET; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 39.27 FEET; THENCE NORTH 29° 53'38" WEST, 40.75,FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 460 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 8.05 FEET TO A POINT, A RADIAL LINE TO SAID POINT BEARS NORTH 59° 06' 12" EAST, THENCE SOUTH 750 32'40" WEST PARALLEL WITH THE NORTHERLY LINE OF PARCEL 9 A DISTANCE OF 111.23 FEET; THENCE SOUTH 29° 53'38" EAST 103.41 FEET TO THE POINT OF BEGINNING. APN: 4268- 001 -040 and 4268 - 001 -048 GEI Reference: EXHIBIT "B" PROJECT PLANS Are available for review in the City Clerk's Office File with Staff Report 01/28/2014 -7A in Legislative File 401 -016 EXHIBIT "C" PERMITTED FEES AND EXACTIONS Each Developer shall pay the following fees and charges that are within the City's jurisdiction and at the rate in effect at the time payments are made with respect to the Building being processed by such Developer: (a) Upon submittal for Architectural Review Board (ARB) review, Developer shall pay City fees for processing of ARB applications; (b) Upon submittal for plan check, Developer shall pay City plan check fees; (c) Prior to issuance of a construction permit for any Building, the applicable Developer shall pay the following City fees and all other standard fees imposed on similar development projects, except to the extent such fees are specifically addressed in this Agreement. • Building, Plumbing, Mechanical, Electrical, Grading, Seismic Mapping, Excavation and Shoring Permit fees (collected by Buildings & Safety) • Shoring Tieback fee (collected by EPWM) except that no shoring tieback fee shall be required for tiebacks on any portion of the Property, including, without limitation, that portion of the Property on which the new streets have been constructed; • Park and Recreation Facilities Tax (SMMC Section 6.80). Each Developer of a Residential Building shall pay a fee of $200.00 per residential unit, due and payable at the time of issuance of a building permit for the construction of such Building. • 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) (d) Upon inspection of any Building in the Project during the course of construction of such Building, City inspection fees, not to exceed a reasonable cost for a reasonable number of inspections. C -1 These fees shall be reimbursed to such Developer in accordance with the City's standard practice should such Developer not proceed with development of the Building. 2. Prior to issuance of permits for any construction work in the public right -of -way, or use of public property, the applicable Developer shall pay the following City fees: e Use of Public Property Permit fees (SMMC 7.04.670) (EPWM) e Utility Excavation Permit fee (SMMC 7.04.010) (EPWM) e Street Permit fee (SMMC 7.04.790) (EPWM) Developers shall, collectively, reimburse the City for its actual costs to monitor environmental mitigation measures. The City shall bill Developers for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developers shall submit payment to the City within 30 days. 4. Developers shall, collectively, reimburse the City for its ongoing actual costs to monitor the Project's compliance with this Development Agreement. The City shall bill Developers for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developers shall submit payment to the City within 30 days. C -2 EXHIBIT "D" MITIGATION MEASURES AND CONDITIONS OF APPROVAL D -1 1 1 v MM4.2 -1 The Applicant shall require by contract specifications that all diesel - powered equipment used will be retrofitted with after - treatment products (e.g., engine catalysts and diesel particulate filters). The engine catalysts shall achieve a minimum reduction of 15 percent for NOx. The diesel particulate filters shall meet EPA Tier 3 standards, consistent with CARB approved Truck and Bus Regulation requirements in affect at the time the contract is approved. Contract specifications shall be included in project construction documents, which shall be reviewed by the City of Santa Monica prior to issuance of a grading permit. 2. MM4.2 -2 The Applicant shall require by contract specifications that all heavy -duty diesel - powered equipment operating and refueling at the project site use low -NOx diesel fuel to the extent that it is readily available and cost effective (up to 125 percent of the cost of California Air Resources Board diesel) in the South Coast Air Basin (this does not apply to diesel - powered trucks traveling to and from the project site). Contract specifications shall be included in project construction documents, which shall be reviewed by the City of Santa Monica prior to issuance of a grading permit. 3. MM4.2 -3 The Applicant shall require by contract specifications that all heavy -duty diesel - powered equipment operations at the project site will utilize a phased -in emission control technology in advance of a regulatory requirement such that 30 percent of the fleet will meet USEPA Tier 4 engine standards for particulate matter control (or equivalent) starting in 2013 and for the duration of the project, consistent with CARB approved Truck and Bus Regulation requirements in affect at the time the contract is approved. 4. MM4.2 -4 The Applicant shall require by contract specifications that construction equipment engines be maintained in good condition and in proper trine per manufacturer's specification for the duration of construction. Contract specifications shall be included in project construction documents, which shall be reviewed by the City of Santa Monica prior to issuance of a grading permit. MM4.2 -5 The Applicant shall require by contract specifications that construction operations rely on the electricity infrastructure surrounding the construction site rather than electrical generators powered by internal combustion engines. Contract specifications shall be included in project construction documents, which shall be reviewed by the City of Santa Monica prior to issuance of a grading permit. 6. MM4.2 -6 As required by South Coast Air Quality Management District Rule 403 — Fugitive Dust, all construction activities that are capable of generating fugitive dust are required to implement dust control measures during each phase of project development to reduce the amount of particulate matter entrained in the ambient air. These measures include the following: D -2 a. Application of soil stabilizers to inactive construction areas b. Quick replacement of ground cover in disturbed areas C. Watering of exposed surfaces three times daily d. Watering of all unpaved haul roads three times daily e. Covering all stock piles with tarp f. Reduction of vehicle speed on unpaved roads g. Post signs on -site limiting traffic to 15 miles per hour or less h. Sweep streets adjacent to the project site at the end of the day if visible soil material is carried over to adjacent roads i. Cover or have water applied to the exposed surface of all trucks hauling dirt, sand, soil, or other loose materials prior to leaving the site to prevent dust from impacting the surrounding areas j. Install wheel washers where vehicles enter and exit unpaved roads onto paved roads to wash off trucks and any equipment leaving the site each trip MM4.2 -7 The Applicant shall require by contract specifications that construction- related equipment, including heavy -duty equipment, motor vehicles, and portable equipment, shall be turned off when not in use for more than 5 minutes. Diesel - fueled commercial motor vehicles with gross vehicular weight ratings of greater than 10,000 pounds shall be turned off when not in use for more than 5 minutes. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica. 8. MM4.2 -8 The Applicant shall require by contract specifications that construction parking be configured to minimize traffic interference during the construction period and, therefore, reduce idling of traffic. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica. 9. MM4.2 -9 The Applicant shall require by contract specifications that temporary traffic controls are provided, such as a flag person, during all phases of construction to facilitate smooth traffic flow. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica. 10. MM4.2 -10 The Applicant shall require by contract specifications that construction activities that would affect traffic flow on the arterial system be scheduled to off -peak hours (9:30 am to 4:00 pm). Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica 11. NIM4.2 -11 The Applicant shall require by contract specifications that trackout roads will meet SCAQMD Table XI -C standards to achieve a 46 percent reduction in PMIO.The construction contractor shall install gravel bed trackout D -3 apron (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock berm or row of stakes) to reduce mud /dirt trackout from unpaved truck exit routes. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica. 12. MM4.2 -12 The Applicant shall require by contract specifications that the architectural coating (paint and primer) products used have a VOC rating of 125 grams per liter or less. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica. 13. MM4.2 -13 The Applicant shall require by contract specifications that materials that do not require painting be used during construction to the extent feasible. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica. 14. MM4.2 -14 The Applicant shall require by contract specifications that pre - painted construction materials be used to the extent feasible. Contract specifications shall be included in the proposed project construction documents, which shall be approved by the City of Santa Monica. 15. MM4.2 -15 Prior to issuance of a building permit, the Applicant shall demonstrate that the design of the proposed buildings or structures exceeds current Title 24 requirements (as provided for in the 2010 California Green Building Code [Title 24, Part 11 ]) by a minimum of 15 percent or the 2013 California Green Building Code, whichever is more stringent, subject to review by the City of Santa Monica. Documentation of compliance with this measure shall be provided to the Planning Department for review and approval prior to issuance of the permit. Installation of the identified design features or equipment will be confirmed by the City of Santa Monica prior to certificate of occupancy. Any combination of the following design features may be used to fulfill this mitigation provided that the total increase in efficiency meets or exceeds the more stringent of 15 percent or the 2013 California Green Building Code: a. Increase in insulation such that heat transfer and thermal bridging is minimized b. Limit air leakage through the structure or within the heating and cooling distribution system to minimize energy consumption C. Incorporate dual -paned or other energy efficient windows d. Incorporate energy efficient space heating and cooling equipment C. Incorporate energy efficient light fixtures f Incorporate energy efficient appliances g. Incorporate energy efficient domestic hot water systems h. Incorporate solar panels into the electrical system i. Incorporate cool roofs /light - colored roofing IE! Or other measures that will increase the energy efficiency of building envelope in a manner that when combined with the other options listed above exceeds current Title 24 Standards (as provided for in the 2010 California Green Building Code [Title 24, Part 11]) by a minimum of 15 percent or meets the 2013 California Green Building Code, whichever is more stringent. 16. NIN14.2 -16 The Applicant shall ensure that designs include all illumination elements to have controls to allow selective use as an energy conservation measure. 17. MM4.2 -17 Prior to issuance of any certificate of occupancy, the Applicant shall demonstrate that all interior building lighting supports the use of compact fluorescent light bulbs or equivalently efficient lighting to the satisfaction of the City of Santa Monica. 18. MM4.2 -18 The Applicant shall ensure that maintenance activities during operation of the proposed project requiring the reapplication of architectural coating (paint and primer) shall use products that have a low to no VOC rating. 19. MM4.3 -1 Avoidance of Nesting Birds. To prevent impacts to nesting birds protected under the MBTA and California Fish and Game Code, the project applicant shall enforce the following: a. Where suitable vegetation and structures for nesting birds occur within 200 feet of project construction activities, all phases of project construction shall avoid the general nesting season (March 1 through August 31). b. If construction cannot avoid the general nesting season, the project applicant shall retain a qualified biologist to conduct a pre- construction survey for nesting birds prior to clearing, grading and /or construction activities on the project site. The survey shall be conducted within 72 hours prior to the start of construction. C. If any nesting birds are present within or immediately adjacent to the proposed project construction area, the following shall be required: i. The project applicant shall retain a qualified biologist to flag and demarcate the location of all nesting birds and monitor construction activities. Temporary avoidance of active bid nests, including the enforcement of an avoidance buffer of 25 to 200 feet, as determined by the qualified biological monitor, shall be required until the qualified biological monitor has verified that the young have fledged or the nest has otherwise become inactive. Documentation of the nesting bird surveys and any follow -up monitoring, as necessary, shall be provided to the City within 10 days of completing the final survey or monitoring event. Iml 20. MM4.3 -2 Mature Tree Preservation. Prior to commencement of construction activities and/or the removal or planting of any tree species within the project area, the project applicant shall coordinate with the City of Santa Monica Director of Recreation and Parks and the City of Santa Monica Director of General Services to obtain the proper tree permits and delineate any applicable Tree Protection Zone areas, in compliance with the City of Santa Monica Tree Code and the City of Santa Monica Urban Forest Master Plan. 21. MM4.3 -3 Tree Relocation and Removal Plan. The project applicant shall prepare a Tree Relocation and Removal Plan that clearly identifies the trees to be impacted, the reasons for the proposed removals or relocations, and shall contain the following information: a. The appraised value of the tree in relation to its relocation cost b. Existing utilities and other elements of the City's infrastructure C. The suitability of the tree for relocation, i.e., tree age, health, root and canopy structure d. The mature size of the tree e. Impact the relocated tree will have on the new site f Long term and short term maintenance and irrigation requirements g. Chances of surviving relocation h. Public input obtained as part of the project's community design process i. Environmental benefits of the tree j. Aesthetic and/or cultural value The final Tree Relocation and Removal Permit shall be approved by the City Council as part of their approval of final project design. 22. MM4.3 -4 Coral Tree Replacement. Coral trees removed as a result of the proposed project and that cannot be relocated shall be replaced on a 2:1 basis. Replacement coral trees shall consist of a minimum of 36 -inch box trees. The replacement coral trees shall be planted within the Olympic Boulevard to the extent that a relocation site is available as identified by the City of Santa Monica's Community Forester. 23. MM4.4 -1 The applicant shall prepare, implement and maintain a Construction Impact Mitigation Plan prior to issuance of a building permit to adequately manage traffic during construction and shall be designed to: a. Prevent traffic impacts on the surrounding roadway network b. Minimize parking impacts both to public parking and access to private parking to the greatest extent practicable C. Ensure safety for both those constructing the project and the surrounding community d. Prevent substantial truck traffic through residential neighborhoods D -6 The Construction Impact Mitigation Plan shall be subject to review and approval by the following City departments: Public Works Department, Fire, Planning and Community Development and Police to ensure that the Plan has been designed in accordance with this mitigation measure. This review shall occur prior to issuance of grading or building permits. It 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. At a minimum, this shall include parking and travel lane configurations; wanting, 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 shall 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 Ater and 4:00 PM. This work includes dirt and demolition material hauling and construction material delivery. Work within the public right -of -way outside of these hours shall only be allowed after the issuance of an after - hours construction permit. • Streets and equipment shall be cleaned in accordance with established PW requirements. • Trucks shall only travel on a City- approved construction route. Truck queuing/staging shall not be allowed on Santa Monica streets. Limited queuing may occur on the construction site itself. • Materials and equipment shall be minimally visible to the public; the preferred location for materials is to be on site, with a minimum amount of materials within a work area in the public right -of -way, subject to a current Use of Public Property Permit. • Any requests for work before or after normal construction hours within the public right -of -way shall be subject to review and approval through the After Hours Permit process administered by the Building and Safety Division. • Provision of off - street parking for construction workers, which may include the use of a remote location with shuttle transport to the site, if determined necessary by the City of Santa Monica. Project Coordination Elements That Shall Be Implemented Prior to Commencement of Construction • The applicant shall advise the traveling public of impending construction activities (e.g., information signs, portable message signs, media listing/notification, implementation of an approved traffic control plan). D -7 ® The applicant shall obtain a Use of Public Property Permit, Excavation Permit, Sewer Permit, or Oversize Load Permit, as well as any Caltrans permits required, for any construction work requiring encroachment into public rights-of-way, detours, or any other work within the public right -of- way. ® The applicant shall provide timely notification of construction schedules to all affected agencies (e.g., Big Blue Bus, Police Department, Fire Department, Public Works Department, and Planning and Community Development Department) and to all owners and residential and commercial tenants of property within a radius of 500 feet. ® The applicant shall coordinate construction work with affected agencies in advance of start of work. Approvals may take up to two weeks per each submittal. ® The applicant shall obtain Transportation Management Division approval of any haul routes for earth, concrete, or construction materials and equipment hauling. 24. MM4.5 -1 In the event that any prehistoric or historic -period subsurface archaeological features or deposits, including locally darkened soil ( "midden "), that could conceal cultural deposits, animal bone, obsidian, and/or mortar are discovered during demolition/construction- related earth- moving activities, all ground - disturbing activity within a 100 -meter radius of the resources shall be halted immediately, and the City of Santa Monica Planning and Community Development Director shall be notified within 24 hours. The project applicant shall retain an archaeologist who meets the Secretary of the Interior's professional qualifications for Archaeology. The Planning and Community Development Director shall consult with the archeologist to assess the significance of the find. Impacts to any significant resources shall be mitigated to a less- than - significant level through data recovery or other methods determined adequate by the Planning and Community Development Director and that are consistent with the Secretary of the Interior's Standards for Archaeological Documentation. If Native American archaeological, ethnographic, or spiritual resources are discovered, all identification and treatment of the resources shall be conducted by a qualified archaeologist and Native American representatives who are approved by the local Native American community as scholars of the cultural traditions. In the event that no such Native American is available, persons who represent tribal governments and/or organizations in the locale in which resources could be affected shall be consulted. When historic archaeological sites or historic architectural features are involved, all identification and treatment is to be carried out by historical archaeologists or architectural historians who meet the Secretary of the Interior's professional qualifications for Archaeology and/or Architectural History. 25. MM4.5 -2 Should paleontological resources be identified at any project construction sites during any phase of construction, the construction manager 1111W. shall cease operation within a 100 -meter radius of the discovery and immediately notify the City of Santa Monica Planning and Community Development Department. The project proponent shall retain a qualified paleontologist to provide an evaluation of the find and to prescribe mitigation measures to reduce impacts to a less - than - significant level. In considering any suggested mitigation proposed by the consulting paleontologist, the Planning and Community Development Department shall determine whether avoidance is necessary and feasible in light of factors such as the nature of the find, project design, costs, land use assumptions, and other considerations. If avoidance is unnecessary or infeasible, other appropriate measures (e.g., data recovery) shall be instituted. Work may proceed on other parts of the project site while mitigation for paleontological resources is carried out. 26. MM4.5 -3 If human remains are discovered during any demolition/construction activities, all ground - disturbing activity within a 100 - meter radius of the remains shall be halted immediately, and the Los Angeles County coroner shall be notified immediately, according to Section 5097.98 of the state Public Resources Code and Section 7050.5 of California's Health and Safety Code. If the remains are determined by the County coroner to be Native American, the Native American Heritage Commission (NAHC) shall be notified within 24 hours, and the guidelines of the NAHC shall be adhered to in the treatment and disposition of the remains. The project applicant shall also retain a professional archaeologist with Native American burial experience to conduct a field investigation of the specific site and consult with the Most Likely Descendant, if any, identified by the NAHC. As necessary, the archaeologist may provide professional assistance to the Most Likely Descendant, including the excavation and removal of the human remains. The City of Santa Monica Planning and Community Development Director shall be responsible for approval of recommended mitigation as it deems appropriate, taking account of the provisions of state law, as set forth in CEQA Guidelines Section 15064.5(e) and Public Resources Code Section 5097.98. The project applicant shall implement approved mitigation, to be verified by the City of Santa Monica Planning and Community Development Director, before the resumption of ground - disturbing activities within a 100 -meter radius of where the remains were discovered. 27. MM4.6 -1 Prior to issuance of a grading permit, a California- licensed Civil Engineer ( Geotechnical) shall prepare and submit to the City of Santa Monica Building and Safety Department a detailed soils and geotechnical analysis. An evaluation of onsite faulting, which may require subsurface exploration using methods such as trenching, shall be performed in accordance with the City of Santa Monica's Guidelines for Geotechnical Reports (City of Santa Monica, 2010 or successor thereto) in order to establish fault locations and potential recency of activity. The report shall include soil sampling and laboratory testing of materials to provide detailed recommendations for grading, chemical and fill properties, expansive soils, soil erosion, and landscaping. F1 1 5 28. MM4.6 -2 The proposed project shall comply with the recommendations of the final soils and geotechnical report, which has been reviewed and approved by the City in accordance with all applicable rules and regulations. These recommendations shall be implemented in the design of the project, including but not limited to measures associated with building setbacks, building placement, building design, site preparation, fill placement, temporary shoring and permanent dewatering, groundwater seismic design features, excavation stability, foundations, soil stabilization, establishment of deep foundations, concrete slabs and pavements, surface drainage, cement type and corrosion measures, erosion control, shoring and internal bracing, and plan review. 29. MM4.6 -3 The proposed project structure shall not be supported directly on the landfill materials. If the landfill materials could not be completely removed, the structures within the limits of the landfill material shall be supported on pile foundations. 30. MM4.7 -1 The Applicant shall ensure that all construction projects divert 70 percent of all construction debris fiom landfills. In addition, the project shall use green building materials, following the City's Green Building Ordinance, which may include the use of salvageable materials from existing buildings on -site. This can take the form of re -use of entire structures, re -use or repurposing of significant elements, such as beams or trusses, and recycling materials within the new project such as grinding paving and asphalt for use as base material at the site. These activities will increase the sustainability of the site through reduced waste materials from demolition, reduced need for new materials on site, and reduction of the ancillary transportation impacts from off -haul and delivery of materials to the site. 31. MM4.7 -2 The Applicant shall ensure that all residential and commercial developments increase electrical energy efficiency by 20 percent beyond the 2008 Standards for Title 24 Part 6 energy efficiency standards or meet the 2013 California Building Code, whichever is more stringent. The Applicant shall achieve this reduction through methods such as (but not limited to) the following: a. The Applicant shall ensure that ENERGY STAR Appliances are utilized in all residential uses. b. Use light emitting diode (LED) based energy efficient street lighting. C. Use occupancy sensors for all areas allowed by code, such as offices and conference rooms. d. The projects' interior building lighting shall use compact fluorescent light bulbs or equivalently efficient lighting to the satisfaction of the City of Santa Monica Building and Safety Department. e. Use Energy Efficient Roofing Materials. All roofing materials shall be Energy Star•© certified. All roof products shall also be certified to meet American Society for Testing and Materials (ASTM) high emissivity requirements. D -10 32. MM4.7 -3 The Applicant shall ensure that all residential and commercial developments increase natural gas efficiency by 20 percent beyond the 2008 Standards for Title 24 Part 6 energy efficiency standards or meet the 2013 California Building Code, whichever is more stringent. The Applicant shall achieve this reduction through methods such as (but not limited to) the following: • Exterior wall systems will be fully insulated beyond minimum 2008 Standards for Title 24 Part 6 energy efficiency standards. • Glazing will specify insulated Low -E glass with thermal break window frame systems. • Where feasible, incorporate passive solar design features into the buildings, which may include roof overhangs or canopies that block summer shade, but that allow winter sun, from penetrating south facing windows. • Increase in insulation such that heat transfer and thermal bridging is minimized. • Limit air leakage through the structure or within the heating and cooling distribution system to minimize energy consumption. • Incorporate dual -paned or other energy efficient windows. • Incorporate energy efficient space heating and cooling equipment. Or other measures that will increase the energy efficiency of building envelope in a manner that when combined with the other options listed above exceeds current Title 24 Standards (Title 24, Part 6 of the California Code of Regulations; Energy Efficiency Standards for Residential and Non Residential Buildings, as amended September 11, 2008; Cool Roof Coatings performance standards as amended September 11, 2006) by a minimum of 20 percent or meet the 2013 California Building Code, whichever is more stringent. 33. MM4.74 The Applicant shall include the use of or contribution to increased renewable energy power generation such that at least 45 percent of the project's electricity comes from renewable sources. This would be achieved by methods such as (but not limited to) the following: • Incorporate solar panels into the electrical system. • Incorporate cool roofs /light - colored roofing 34. MM4.7 -5 The Applicant shall include electrical outlets on the exterior of new buildings to reduce emissions from gas - powered landscape maintenance equipment. 35. MM4.7 -6 The Applicant shall ensure that all residential and commercial development reduce indoor water consumption by a minimum of 20 percent from 2008 Title 24 standards or meet the 2013 California Building Code, whichever is D -11 more stringent. The Applicant shall achieve this reduction through methods such as (but not limited to) the following: • Install low -flow or waterless fixtures in public and residential restrooms, including but not limited to toilets, dishwashers, shower heads, washing machines, etc. a Control the flow of water to the garbage disposal. • Ensure water pressure and flows to dishwashers are set a minimum required setting.. • Install flushometer (tankless) toilets with water- saving diaphragms and coordinate automatic systems with work hours so that they don't run continuously in public restrooms. 36. MM4.7 -7 The Applicant shall ensure that all residential and commercial development reduce outdoor water consumption by a minimum of 10 percent from 2008 Title 24 standards or meet the 2013 California Building Code, whichever is more stringent. The Applicant shall achieve this reduction through methods such as (but not limited to) the following: • Utilize water - efficient irrigation systems and drought tolerant plant palette and insure that sprinklers are directing water to landscape areas, and not to parking lots, sidewalks or other paved areas. o Adjust the irrigation schedule for seasonal changes. • Use brooms, squeegees, and wet/dry vacuums to clean surfaces before washing with water; do not use hoses as brooms; sweep or blow paved areas to clean, rather than hosing off (applies outside, not inside). s Avoid washing building exteriors or other outside structures. • Sweep and vacuum parking lots /sidewalks /window surfaces rather than washing with water. • Use a shut -off nozzle on all hoses that can be adjusted down to a fine spray so that water flows only when needed. • Install automatic rain shutoff device on sprinkler systems. 37. MM4.7 -8 The Applicant shall reduce waste through recycling and composting such that 70 percent of waste is diverted from the landfill. Prior to issuance of a building permit, the applicant shall demonstrate that the proposed project incorporates exterior storage areas for recyclables and green waste and adequate recycling containers located in public /common areas pursuant to the adopted standards. Documentation of compliance with this measure shall be provided to the City of Santa Monica Building and Safety Department for review and approval. Installation of the identified design features or equipment will be confirmed by the City prior to issuance of certificate of occupancy. 38. MM4.7 -9 In lieu of mitigation measures MM4.7 -2 through MM4.7 -8, the project applicant may provide a quantitative accounting of GHG emissions to the D -12 City utilizing an alternative emissions reduction strategy for each phase of development within the proposed project such that the following requirements are met: ® The reduction scenario must be submitted to and approved by the City before a building permit can be obtained. ® The reduction scenario must detail the proposed measures and the reduction percentage from overall project emissions. o The reduction scenario must, at a minimum, meet the existing regulatory standards at the time it is submitted. ® The reduction scenario must be compliant with the City- implemented TDM requirements. o The reduction scenario must reduce total project emissions (mobile plus nonmobile) to below 10,000 MT CO2e annually. 39. MM4.8 -1 Prior to demolition and /or construction activities, the proposed project site shall be tested for asbestos and lead by a licensed contractor. The asbestos report shall be submitted to the South Coast Air Quality Management District for review and approval. In addition, copies of the asbestos report and the lead report shall be provided to the City of Santa Monica Building and Safety Division prior to the issuance of demolition permits. The contractor shall follow all applicable local, state, and federal codes and regulations related to the treatment, handling, and disposal of asbestos and lead if the proposed project requires asbestos and/or lead abatement. 40. MM4.8 -2 Prior to the issuance of grading permits for the project site, the site developer(s) shall conclude all investigation and /or remediation activities. It shall be the responsibility of the site developer(s) to complete such investigation and /or remediation prior to construction of the project. Remediation shall be accomplished in a manner that reduces risk to below applicable standards and shall be completed prior to issuance of any occupancy permits. Closure report or other reports regarding investigation and/or remediation activities regarding groundwater and/or soil shall be submitted to LARWQCB and/or DTSC for review and approval. Approved reports that document the successful completion of required remediation activities, for contaminated soils and groundwater shall be submitted to the Santa Monica Fire Department and the City of Santa Monica Water Resources Division prior to the issuance of grading permits for site development. No construction shall occur in the affected area until reports have been accepted by the City. 41. MM4.8 -3 In the event that previously unknown or unidentified soil and /or groundwater contamination that could present a threat to human health or the environment is encountered during construction at the project site, construction activities in the immediate vicinity of the contamination shall cease immediately. A qualified environmental specialist (e.g., a licensed Professional Geologist [PG], a licensed Professional Engineer [PE] or similarly qualified individual) shall conduct an investigation to identify and to determine the level of soil and /or D -13 groundwater contamination. If contamination is encountered, a Risk Management Plan shall be prepared and implemented that (1) identifies the contaminants of concern and the potential risk each contaminant would pose to human health and the environment during construction and post - development and (2) describes measures to be taken to protect workers, and the public from exposure to potential site hazards. Such measures could include a range of options, including, but not limited to, physical site controls during construction, remediation, long -term monitoring, post - development maintenance or access limitations, or some combination thereof. Depending on the nature of contamination, if any, appropriate agencies shall be notified (e.g., Santa Monica Fire Department). If needed, a Site Health and Safety Plan that meets Occupational Safety and Health Administration requirements shall be prepared and in place prior to commencement of work in any contaminated area. 42. MM4.8 -4 A Human Health Risk Assessment (HRA) shall be prepared to analyze potential concerns associated with possible hazardous emissions from the landfills and to determine if the hazardous emissions pose any actual endangerment to the project site. 43. MM4.9 -1 If temporary and/or permanent dewatering on the project site is required, the Applicant shall obtain a dewatering permit from the City of Santa Monica Water Resources Protection Program prior to the issuance of a grading permit. Soil and groundwater testing to a minimum depth of 50 feet shall be conducted to the satisfaction of the Water Resources Protection Program staff. If contaminated groundwater is discovered on site, treatment and discharge of the contaminated groundwater shall be conducted in compliance with applicable regulatory requirements including the Los Angeles Regional Water Quality Control Board standards. 44. MM4.9 -2 The Applicant shall design storm drain facilities (i.e., on -site detention facility) to ensure that the capacity flow does not exceed 1.8 cfs per acre per County of Los Angeles restriction on capacity limitation to the Pico - Kenter Canyon drain for the proposed project. Prior to any construction activities, the Applicant shall apply for a permit with the County of Los Angeles to obtain final approval to connect to the Pico - Kenter Canyon drain. The Applicant also shall submit storm drain facilities plans to the City of Santa Monica Department of Public Works to meet any additional conditions required by the City and approval to ensure that the flow capacity allowed by the County of Los Angeles are not exceeded. 45. MM4.12 -1 The Applicant's construction contracts shall require implementation of the following construction best management practices (BMPs) by all construction contractors and subcontractors working in or around the project site to reduce construction noise levels: o The Applicant and its contractors and subcontractors shall ensure that construction equipment is properly muffled according to manufactures D -14 specifications or as required by the City's Department of Building and Safety, whichever is the more stringent. The Applicant and its contractors and subcontractors shall place noise - generating construction equipment and locate construction staging areas away from sensitive uses, where feasible, to the satisfaction of the Department of Building and Safety. The Applicant and its contractors and subcontractors shall implement noise attenuation measures which may include, but are not limited to, noise barriers or noise blankets to the satisfaction of the City's Department of Building and Safety. 46. MM4.12 -2 The Applicant's contracts with its construction contractors and subcontractors shall include the requirement that construction staging areas, construction worker parking and the operation of earthmoving equipment within the project site, are located as far away from vibration- and noise - sensitive sites as possible. Contract provisions incorporating the above requirements shall be included as part of the project's construction documents, which shall be reviewed and approved by the City. 47. MM4.12 -3 The Applicant shall require by contract specifications that heavily loaded trucks used during construction shall be routed away from residential streets to the extent possible. Contract specifications shall be included in the proposed project construction documents, which shall be reviewed by the City prior to issuance of a grading permit. Mitigation Measures 4.16 -1 through 4.16 -10 shall be implemented by the Developer in accordance with the trip generation rates in the FEIR and the following impact threshold testing trigger table: D -15 Approval Year Trigger Intersection Jurisdiction Mitigation Measure In Out At the Intersection of Lincoln Boulevard and Ocean Park Boulevard the traffic signal shall be modified from protected to protected - permitted left -turn phasing for the eastbound AM 130 49 and westbound approaches. The provision of some Lincoln & Ocean SM combination of new signage, controller cabinets, poles, mast Park arms, detectors, and /or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as PM 70 60 appropriate. At the Intersection of 23rd Street and Ocean Park Boulevard, an exclusive right turn lane shall be added on the eastbound approach. To accommodate the right turn lane, the existing 23rd &Ocean SM eastbound through lane (approach shall be shifted AM 159 60 Park approximately two feet to the north to provide room fora functional right -turn lane. Peak period parking restrictions shall be implemented for the first 75 feet of parking ( approximatel three parking spaces) 'closest tothe D -15 111 i Approval Year Trigger Intersection Jurisdiction Mitigation Measure In Out Intersection (eastbound on Ocean Park Boulevard west of 23rd Street) to allow for vehicles to make eastbound right'. turns onto 23rd Street from Ocean Park Boulevard during the peak periods and when space Is available outside of peak': PM 123 281 periods. Restriping and peak ';period parking restriction signage at the eastbound approach of this intersection shall ,.. be required. At the intersection of Walgrove Avenue and Rose Avenue, the westbound approach to shall be converted from a shared left /through /right lane to a shared through /left -turn lane and AM 297 111 one right -turn lane. If public ROW IS needed to accommodate a right -turn lane on the westbound approach, the relocation of street lights, signage, and utilities along the westbound Walgrove & LA approach and the removal of two parking spaces Is required. Rose* Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, PM 137 313 specifications, and studies that provide sufficient information and details to enable the City of LOS Angeles to evaluate Implementing the mitigation measure. At the Intersection of Cloverfleld'Boulevard and Santa Monica Boulevard, the left turn phasing for the westbound leg of the Cloverfield Boulevard and (Santa Monica Boulevard': Cloverfield& intersection shall be modified from a protected phase to a Santa Monica SM :permitted protected phase. The provision of a combination of AM 20 7 '. Boulevard ? new signage, controller cabinets poles, mast arms, detectors, and /or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. Only for Approval Year: At the intersection of 26th Street and Wilshire Boulevard, the protected - permitted phasing for the eastbound and westbound left -turn movements shall be modified to permitted phasing. Temporary signage during a period of adjustment for motorists and the provision of some PM 3 4 26th & Wilshire SM combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. At the Stewart Street and Olympic Boulevard Intersection, the, traffic signal shall be modified to provide protected permitted left turn phasing for northbound and eastbound approaches.. Stewart & The provision of a combination of new signage, controller PM 3 4 Olympic SM cabinets, poles, (mast arms, detectors, and /or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. At the intersection of Centinela Avenue and the 1 -10 Westbound Ramps, the left -turn phasing at the northbound Centinela & approach shall be converted from protected to permitted - 1-10 SM /LA protected. The provision of some combination of new AM 90 34 westbound* signage, controller cabinets, poles, mast arms, detectors, and /or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and 111 i * requires City of Los Angeles approval anNor Caltrans 48, MM4.16 -1 At the intersection of Lincoln Boulevard and Ocean Park Boulevard the traffic signal shall be modified from protected to protected - permitted left -tarn phasing for the eastbound and westbound approaches. The provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal tinting and phasing as appropriate. D -17 Approval Year Trigger Intersection Jurisdiction Mitigation Measure In Out adjust the signal timing and phasing as appropriate. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, PM 34 79 specifications, and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the mitigation measure. At the intersection of Centinela Avenue and Venice Boulevard„ signal phasing operations shall be modified by converting both the eastbound and the westbound left -turn phases from ` exclusively protected left turn phasing to protected permissive left -turn phasing. The eastbound left -turn and the Centinela & westbound left turn signals shall . act simultaneously to avoid `. AM 41 1s Venice* LA driver confusion. implementation of this Improvement would require LADOT approval. Developer shall use its good faith`. reasonable efforts to obtain such approval, including filing'- application plans, i specifications, and studies that provide: sufflclent information and details to enable the City of Losr. Angeles to evaluate implementing the mitigation measure. At the Intersection Barrington Avenue and Olympic Boulevard, the left -turn phasing for the eastbound leg shall be modified from a permitted phase to a protected - permitted phase. LADOT shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. The provision of a combination of new signage, controller Barrington& LA cabinets, poles, mast arms, detectors, and /or signal heads I'M 79 182 Olympic* shall be required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the City of Los Angeles to evaluate implementing the mitigation measure. At the intersection of Federal Avenue and Wilshire Boulevard, a northbound right -turn overlap shall be installed and the shared through /left -turn lane on the southbound approach on AM 169 63 'federal Avenue shall be configured to an exclusive left turn lane. The provision of a combination of new signage; controller cabinets, poles, mast arms, detectors, and /or signal Federal & LA heads shall be required. Implementation of this Improvement Wilshire* would require LADOT approval. Developer shall use Its good faith reasonable:' efforts to obtain such approval, including filing application plans, specifications, and studies that pM ` 3 10 provide sufficient Information and details to enable the City of Los Angeles to evaluate implementing the mitigation measure. * requires City of Los Angeles approval anNor Caltrans 48, MM4.16 -1 At the intersection of Lincoln Boulevard and Ocean Park Boulevard the traffic signal shall be modified from protected to protected - permitted left -tarn phasing for the eastbound and westbound approaches. The provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal tinting and phasing as appropriate. D -17 49. MM4.16 -2 At the intersection of 23`d Street and Ocean Park Boulevard, an exclusive right -turn lane shall be added on the eastbound approach. To accommodate the right turn lane the existing eastbound through lane approach shall be shifted approximately two feet to the north to provide room for a functional right -turn lane. Peak period parking restrictions shall be implemented for the first 75 feet of parking (approximately three parking spaces) closest to the intersection (eastbound on Ocean Park Boulevard west of 23rd Street) to allow for vehicles to make eastbound right turns onto 23rd Street from Ocean Park Boulevard during the peak periods and when space is available outside of peak periods. Restriping and peak period parking restriction signage at the eastbound approach of this intersection shall be required. 50. MM4.16 -3 At the intersection of Cloverfreld Boulevard and Santa Monica Boulevard, the left -turn phasing for the westbound leg of the Cloverfreld Boulevard and Santa Monica Boulevard intersection shall be modified from a protected phase to a permitted- protected phase. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. 51. MM4.16 -4 At the intersection of 26th Street and Wilshire Boulevard, the protected - permitted phasing for the eastbound and westbound left -turn movements shall be modified to permitted phasing. Temporary signage during a period of adjustment for motorists and the provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. 52. MM4.16 -5 At the Stewart Street and Olympic Boulevard intersection, the traffic signal shall be modified to provide protected - permitted left -turn phasing for northbound and eastbound approaches. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. 53. MM4.16 -6 At the intersection of Centinela Avenue and the I -10 Westbound Ramps, the left -turn phasing at the northbound approach shall be converted from protected to permitted- protected. The provision of some combination of new signage, controller cabinets, poles, mast arms, detectors, and /or signal heads shall be required. The City of Santa Monica shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. Implementation of this improvement would require LADOT approval, a Caltrans Encroachment Permit, and Caltrans review and approval of a traffic report and engineering plans. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that IDIM provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure. 54. MM4.16 -7 At the intersection of Walgrove Avenue and Rose Avenue, the westbound approach to shall be converted from a shared left/through/right lane to a shared through/left -turn lane and one right -turn lane. If public ROW is needed to accommodate a right -turn lane on the westbound approach, the relocation of street lights, signage, and utilities along the westbound approach and the removal of two parking spaces is required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure. 55. MM4.16 -8 At the intersection of Centinela Avenue and Venice Boulevard, signal phasing operations shall be modified by converting both the eastbound and the westbound left -turn phases from exclusively protected left -turn phasing to ' protected - permissive left -turn phasing. The eastbound left -turn and the westbound left -turn signals shall act simultaneously to avoid driver confusion. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure. 56. MM4.16 -9 At the intersection Barrington Avenue and Olympic Boulevard, the left -turn phasing for the eastbound leg shall be modified from a permitted phase to a protected - permitted phase. LADOT shall monitor the operation of this intersection and adjust the signal timing and phasing as appropriate. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure. 57. MM4.16 -10 At the intersection of Federal Avenue and Wilshire Boulevard, a northbound right -turn overlap shall be installed and the shared through/left -turn lane on the southbound approach on Federal Avenue shall be configured to an exclusive left -turn lane. The provision of a combination of new signage, controller cabinets, poles, mast arms, detectors, and/or signal heads shall be required. Implementation of this improvement would require LADOT approval. Developer shall use its good faith reasonable efforts to obtain such approval, including filing application plans, specifications, and studies that provide sufficient information and details to enable the city of Los Angeles to evaluate implementing the mitigation measure. D -19 58. MM4.16 -11 In accordance with the L.A. CEQA Thresholds Guide and in consultation with LADOT, one of the following traffic calming measures shall be installed on Idaho Avenue east of Centinela Avenue and a Neighborhood Traffic Management Program shall be prepared. ® Speed humps ® Signalized mid -block pedestrian crosswalks ® Traffic signal timing modifications ® Additional stop signs • Speed limit reductions • Diverters or semi - diverters • Cul -de -sac or street closure ® Chokers or narrowing of street widths o Turn restrictions 59. MM4.17 -1 Prior to issuance of a Precise Grading or Building Permit for each phase of the project, a hydraulic water capacity analysis is required to determine the water improvements necessary to adequately protect the property per the Fire Department requirements. The developer shall be required to upgrade /improve the City's water system to meet the water demands to the property and /or otherwise mitigate the impacts of the project at no cost to the City. The developer shall coordinate this effort with the Public Works and Fire Departments and shall be responsible to pay the City for all related fees required to perform the analysis. 60. MM4.17 -2 Prior to issuance of a Precise Grading or Building Permit for each phase of the project, the Applicant shall prepare a sewer analysis and submit it to the Department of Public Works for review and approval. The analysis shall specifically identify constraints and system deficiencies, including requirements for new connections or upgrades to existing stubout connections, associated with development of the proposed project. The project applicant shall pay all applicable impact fees for wastewater and other utilities as established by the City. D -20 Project Specific Conditions The Project shall provide the Significant Project Features and LUCE Community Benefits as established in Section 2.6 and 2.7 of this Agreement, which are expressly incorporated herein by reference. 2. In its design review of the project, the Architectural Review Board shall pay particular attention to the following: a. The perceived mass of the North Elevation of Building 5 and the length of the interior corridors; b. Ground floor pedestrian orientation of Building 5 in order to address issues of solar access and natural air in the exterior common areas; C. Access to natural daylight and ventilation for the ground floor residential units facing the interior courtyard of Building 5; d. The design of the Eastern Elevation and ground floor open space of Building 5 to fulfill its role as a focal point in the Bergamot Area Plan as a transition point between the Mixed Use Creative District and Bergamot Transit Village; e. The hierarchy, location, and orientation of ground floor open spaces in relation to the adjacent ground floor building spaces; f. The placement of trees and landscaping on the property so that raised planters are avoided in favor of design strategies such as berming combined with landscape design elements. g. Where raised planters are used, treatment to ensure their integration into the streets and open space. h. The ability of trees to survive on top of a parking garage. i. The pedestrian orientation and activation of the ground floor of Building 1 particularly on the North and West sides of the Building and their relationship to the rest of the Project. j. The flatness of the North and West Elevations of Building 1. k. Design solutions to address urban runoff mitigation requirements of the project. 1. The use of building typologies, building form and materials to achieve the objectives for physical innovation in building design as outlined in the Bergamot Area Plan. m. Activation of the pebble building at the corner of Olympic and 26`h n. Minimizing the institutional look of Building 3 in order to achieve greater architectural interest and texture present in other residential buildings. Trees planted within the easements identified in Exhibits P -1, P -2, P -3, P -4, and P -5 shall be flush with the sidewalk and be planted in a manner that ensures their long -term survival. D -21 CITY PLANNING Administrative Conditions 4. In the event any Developer violates or fails to comply with any conditions of approval of with respect to the Building being constructed by such Developer, no further permits, licenses, approvals or certificates of occupancy shall be issued with respect to such Building until such violation has been fully remedied. Conformance with Approved Plans This approval is for those plans dated January 8, 2014, 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. 6. Minor modifications 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. Except as otherwise provided by the Development Agreement, project plans shall be subject to complete Code Compliance review when the plans for the applicable Building 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. Cultural Resources The Property and the improvements currently located thereon were evaluated by the City's historic resources consultant and thoroughly reviewed by the City's Landmarks Commission in 2009 over the course of three public hearings and, at the conclusion of this review, the Landmarks Commission determined not to file an application to designate the Property a Landmark. The Property and such improvements were also studied as a part of the DEIR and determined not to be a significant historic resource. Therefore, no application to demolish any of the improvements currently on the Property shall be subject to further review by the City's Landmarks Commission prior to the Outside Building Permit Issuance Date, as it may be extended pursuant to this Agreement. 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 the applicable Developer's expense. A determination shall then be made by the Director of Planning to D -22 determine the significance of the survey findings and appropriate actions and requirements, if any, to address such findings. Project Operations 9. The operation shall at all times be conducted in a manner not detrimental to surrounding properties or residents by reason of lights, noise, activities, parking or other actions. 10. The project shall at all times comply with the provisions of the Noise Ordinance (SMMC Chapter 4.12 or any successor thereto). Final Desjen 11. Plans for final design, landscaping, screening, trash enclosures and signage shall be subject to review and approval by the Architectural Review Board as provided in Article 6 of this Agreement. 12. Landscape and irrigation plans for any Parcel shall be submitted to the ARB as a part of the application for ARB approval of the Building proposed to be developed on that Parcel. Such landscaping plans shall comply with the Bergamot Area Plan's landscape design guidelines and standards. , No Building may be occupied until all required landscaping has been installed. All landscaped areas shall comply with the requirements of SMMC Section 8.108 or any successor thereto. All landscaped areas shall be permanently maintained and kept free of weed, debris, and litter. All plant materials shall be maintained in a healthy growing condition and diseased or dead plant materials shall be replaced, in kind, pursuant to the approved plans within thirty days. Alternatively, diseased or dead plant materials may be replaced with plant materials that have lower water needs, as rated in the current edition of the Water Use Classification of Landscape Species published by the California Department of Water Resources, or equivalent documentation. 13. Refuse areas, storage areas and mechanical equipment shall be screened in accordance with SMMC Section 9.04.10.02.130, 140, and 150 or any successor thereto. Refuse areas shall be of a size adequate to meet on -site need, including recycling. The Architectural Review Board in its review shall pay particular attention to the screening of such areas and equipment. Any rooftop mechanical equipment shall be minimized in height and area, and shall be located in such a way as to minimize noise and visual impacts to surrounding properties. Except for solar hot water heaters, no residential water heaters shall be located on the roof. 14. 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. D -23 15. Prior to consideration of any Building by the Architectural Review Board, the applicable Developer shall review disabled access requirements with the Building and Safety Division and make any necessary changes in the Building 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. 16. As appropriate, the Architectural Review Board shall require the use of anti- graffiti materials on surfaces likely to attract graffiti. Construction Plan Requirements 17. Final plans for any Building 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 18. Until such time as the demolition is undertaken, and unless the structure is currently in use, the existing structure and the surrounding land shall be maintained in its current condition and secured by erecting a security fence, and removing all debris that inhibit 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. 19. 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 21. 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. 22. 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. 23. 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 dint removal from the site, the general contractor D -24 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. 24. 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: a. 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. b. 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. C. Soils stockpiles shall be covered. d. Onsite vehicle speeds shall be limited to 15 mph. e. 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. f An appointed construction relations officer shall act as a community liaison concerning onsite construction activity including resolution of issues related to PMI O generation. g. 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). h. All active portions the construction site shall be sufficiently watered three times a day to prevent excessive amounts of dust. 26. Developer shall prepare a notice, subject to the review by the Director of Planning and Community Development, that lists all construction mitigation requirements, permitted hours of construction, and identifies a contact person at City Hall as well as the developer who will respond to complaints related to the proposed construction. The notice shall be mailed to property owners and residents of the neighborhood within 1000 feet of the Project at least five (5) days prior to the start of construction. 27. 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. 28. 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. D -25 29. 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 Public Works review of the construction period mitigation plan and by the Department of City Planning if a Temporary Use Permit is required. 30. Construction period signage shall be subject to the approval of the Architectural Review Board. Standard Conditions 31. Mechanical equipment shall not be located on the side of any building which is adjacent to a residential building on the adjoining lot, unless otherwise permitted by applicable regulations. Roof locations may be used when the mechanical equipment is installed within a sound -rated parapet enclosure. 32. 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. 33. The owner of each Parcel shall insure that any graffiti on the site is promptly removed through compliance with the City's graffiti removal program. Condition Monitoring 34. Each Developer authorizes reasonable City inspections of the Parcel owned by such Developer to ensure compliance with the conditions of approval imposed by the City in approving the Project and will bear the reasonable cost of these inspections. STRATEGIC AND TRANSPORTATION PLANNING 35. Final auto parking, bicycle parking and loading layouts specifications shall be subject to the review and approval of the Strategic and Transportation Planning Division: http' /www smgov. net /nploadedFiles/ Departments /TransportatioraLlhnsportatiarr Mang ement /P arkinyStandards.pff 36. 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 or any successor thereto. Please reference the following standards: D -26 ham; / /www.smaov net /u�loadedFiles /De artments /Transnortation'I'ranspoitafion Manatement /HVO)df 37. 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.snaaov. net /uYloadedFiles/ Departments /Transportatioi Transportation Management /RampSlope.pdf BIG BLUE BUS 38. The applicable Developer shall notify, or cause to be notified, all tenants (residential and/or commercial) in such Developer's portion of the Project in writing as part of their lease or rental agreement that new bus stops or bus layover zones may be established on these streets for regular use by either the Big Blue Bus or other fixed route or specialized transit operators. On- street parking may be removed at any time to create a bus zone in an appropriate location for safe vehicular movement and passenger safety regardless of business or residential adjacency. Developer, or Developer's successor in interest, shall be responsible for ensuring this obligation is satisfied. 38. Structures that include spaces specifically intended for seniors and/or persons with disabilities should include an appropriate space for the boarding and alighting of this population into specialty vehicles in a safe location such that the stopped vehicle will not interfere with traffic flow. PUBLIC LANDSCAPE 39. Street trees shall be maintained, relocated or provided as required in a manner consistent with the City's Urban Forest Master Plan, per the specifications of the Public Landscape Division and the City's Tree Code (SMMC Chapter 7.40 or any successor thereto). No street trees shall be removed without the approval of the Public Landscape Division. 40. 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. 41. Street trees shall be replaced or planted in accordance with the City's Urban Forest Master Plan and in consultation with City Arborist. OFFICE OF SUSTAINABILITY AND THE ENVIRONMENT 42. The applicable Developer shall enroll such Developer's portion of the Project in the Savings By Design incentive program where available through Southern D -27 California Edison prior to submittal of plans for Architectural Review and shall execute an incentive agreement with Southern California Edison prior to the issuance of a building permit. 43. 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. PUBLIC WORKS General Conditions 44, Each Developer shall be responsible for the payment of its share of the following Public Works Department (PWD) permit fees prior to issuance of a building permit for such Developer's Building: a. Water Services b. Wastewater Capital Facility C. Water Demand Mitigation d. Fire Service Connection e. Tieback Encroachment f. Encroachment of on -site improvements into public right -of -way g. Construction and Demolition Waste Management - If the valuation of a project is at least $50,000 or if the total square feet of the project is equal to or greater than 1000 square feet, then the owner or contractor is required to complete and submit a Waste Management Plan. All demolition projects are required to submit a Waste Management Plan. A performance deposit is collected for all Waste Management Plans equal to 3% of the project value, not to exceed $30,000. All demolition only permits require a $1,000 deposit or $1.00 per square foot, whichever is the greater of the two. Some of these fees shall be reimbursed to such Developer in accordance with the City's standard practice should such Developer not proceed with development of its Building. 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. 45. 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. 46. 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. 47. 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 or portion thereof which is then under construction. The lot shall be kept clear of all trash, weeds, etc. 48. A sign shall be posted on the property in a manner consistent with the public hearing sign requirements, which shall identify the address and phone number of the owner, developer and contractor for the purposes of responding to questions and complaints during the construction period. Said sign shall also indicate the hour's of permissible construction work. 49. 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 50. Connections to the sewer or storm drains require a sewer permit from the PAID - Civil Engineering Division. Connections to storm drains owned by Los Angeles County require a permit from the L.A. County Department of Public Works. 51. Parking areas and structures and other facilities generating wastewater with potential oil and grease content are required to pretreat the wastewater before discharging to the City storm drain or sewer system. Pretreatment will require that a clarifier or oil /water separator be installed and maintained on site.. 52. If the project involves dewatering, developer /contractor shall contact the LA Regional Water Quality Control Board (RWQCB) to obtain an NPDES Permit for discharge of groundwater from construction dewatering to surface water. For more information refer to: http:// www .waterboards.ca.gov /losangeles/ and search for Order # R4- 2003 -0111. D -29 53. Prior to the issuance of the first building permit, the applicant shall submit a sewer study that shows that the City's sewer system can accommodate the entire development. Developer shall be responsible to upgrade any downstream deficiencies, to the satisfaction of the Water Resources Manager, if calculations show that the project will cause such mains to receive greater demand than can be accommodated. Improvement plans shall be submitted to the Engineering Division. All reports and plans shall also be approved by the Water Resources Engineer. 54. Prior to the issuance of the first building permit, the applicant shall submit a water study that shows that the City's water system can accommodate the entire development for fire flows and all potable needs. Developer shall be responsible to upgrade any water flow /pressure deficiencies, to the satisfaction of the Water Resources Manager, if calculations show that the project will cause such mains to receive greater demand than can be accommodated. Improvement plans shall be submitted to the Engineering Division. All reports and plans shall also be approved by the Water Resources Engineer. 55. Prior to the issuance of the first building permit, the applicant shall submit a hydrology study of all drainage to and from the site to demonstrate adequacy of the existing storm drain system for the entire development. Developer shall be responsible to upgrade any system deficiencies, to the satisfaction of City Engineer, if calculations show that the project will cause such facilities to receive greater demand than can be accommodated. All reports and improvement plans shall be submitted to Engineering Division for review and approval. The study shall be performed by a Registered Civil Engineer licensed in the State of California. 56. Developer shall not directly connect to a public storm drain pipe or direct site drainage to the public alley. 57. All existing sanitary sewer "house connections" to be abandoned, shall be removed and capped at the "Y" connections. 58. The fire services and domestic services 3- inches or greater must be above ground, on the applicant's site, readily accessible for testing. Commercial or residential units are required to either have an individual water meter or a master meter with sub - meters. 59. Developers are required to meet state cross - connection and potable water sanitation guidelines. Refer to requirements and comply with the cross - connections guidelines available at: littE, / /www layubliclrealth .org /eli/nrogslencir /eheross.lrtm. Prior to issuance of a Certificate of Occupancy for any Building, a cross - connection inspection shall be completed. 60. All new restaurants and cooking facilities at the site are required to install Gravity Grease Interceptors to pretreat wastewater containing grease. The minimum capacity of the interceptor shall be determined by using table 10 -3 of the 2007 D -30 Uniform Plumbing Code, Section 1014.3. All units shall be fitted with a standard final -stage sample box. The 2007 Uniform Plumbing Code guideline in sizing Gravity Grease Interceptors is intended as a minimum requirement and may be increased at the discretion of PWD, Water Resources Protection. Program. 61. 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 62. To mitigate storm water and surface runoff from the project site, an Urban Runoff Mitigation Plan shall be required by the PWD pursuant to SMMC Chapter 7.10 or any successor thereto. Prior to submittal of landscape plans for Architectural Review Board approval, Developer shall contact PWD to determine applicable requirements, such as: a. The site must comply with SMMC Chapter 7.10 Urban Runoff Pollution Ordinance, or any successor thereto, 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. 63. Prior to implementing any temporary construction dewatering or permanent groundwater seepage pumping, a permit is required fiom 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. D -31 Public Streets & Right -of -Way 64. Prior to the issuance of a Certificate of Occupancy for the applicable portion of 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. 65. Unless otherwise approved by the PWD, all sidewalks shall be kept clear and passable during the grading and construction phase of the project. 66. Sidewalks, curbs, gutters, paving and driveways which need replacing or removal as a result of the project as determined by the PWD shall be reconstructed to the satisfaction of the PWD. Design materials and workmanship shall match the adjacent elements including architectural concrete, pavers, tree wells, art elements, special landscaping. etc. 67. Street and alley sections adjacent to the development shall be replaced as determined by the PWD. This typically requires full reconstruction of the street or alley in accordance with City of Santa Monica standards for the full adjacent length of the property. 68. Developer shall dedicate the New Western Street in accordance with Section 2.7.2(e) of this Agreement and all improvements made thereto, which shall provide for new pedestrian sidewalks, bicycle lanes, parkways and vehicular access, all as may be specified by the City; and serve as utility corridors across the Property (the "New Western Street Utility Corridor ") for the placement of public utility facilities that the City determines, from time to time, should be located in the New Western Street Utility Corridor. The New Western Street Utility Corridor in such dedication shall contain the following limitations: a. Any dry utilities (including without limitation electricity and telephone or data) shall be located within an area that is no deeper than will leave at least eight feet six inches (8' 6 ") clear height within each level of the subterranean parking garage. Any of clearance within the parking and drive aisle in the parking garage and up to twenty -five (25) feet wide, in a location to be reasonably determined by such Developer that will allow the minimum height clearances to be maintained in the parking garage and that will avoid the mechanical and other system facilities installed by such Developer in the subterranean parking structure that serves the Project. 69. Developer shall dedicate the New Eastern Street in accordance with Section 2.7.2(e) of this Agreement and all improvements made thereto, which shall provide for new pedestrian sidewalks, bicycle lanes, parkways and vehicular access, all as may be specified by the City; and serve as utility corridors across the Property (the "New Eastern Street Utility Corridor ") for the placement of public utility facilities that the City determines, from time to time, should be D -32 located in the Eastern Street Utility Corridor. The New Eastern Street Utility Corridor in such dedication shall contain the following limitations: a. Any dry utilities (including without limitation electricity and telephone or data) shall be located within an area that is no deeper than will leave at least eight feet six inches (8' 6 ") clear height within each level of the subterranean parking garage. Any of clearance within the parking and drive aisle in the parking garage and up to twenty -five (25) feet wide, in a location to be reasonably determined by such Developer that will allow the minimum height clearances to be maintained in the parking garage and that will avoid the mechanical and other system facilities installed by such Developer in the subterranean parking structure that serves the Project. 70. Developer shall dedicate the Nebraska Avenue Extension in accordance with Section 2.7.2(e) of this Agreement and all improvements made thereto, which shall provide for new pedestrian sidewalks, bicycle lanes, parkways and vehicular access, all as may be specified by the City; and serve as utility corridors across the Property (the "Nebraska Avenue Utility Corridor ") for the placement of public utility facilities that the City determines, from time to rime, should be located in the Nebraska Avenue Utility Corridor. The Nebraska Avenue Utility Corridor in such dedication shall contain the following limitations: a. Any dry utilities (including without limitation electricity and telephone or data) shall be located within an area that is no deeper than will leave at least eight feet six inches (8' 6 ") clear height within each level of the subterranean parking garage. Any of clearance within the parking and drive aisle in the parking garage and up to twenty -five (25) feet wide, in a location to be reasonably determined by such Developer that will allow the minimum height clearances to be maintained in the parking garage and that will avoid the mechanical and other system facilities installed by such Developer in the subterranean parking structure that serves the Project. Utilities 71. No Excavation Permit shall be issued without a Telecommunications Investigation by the City of Santa Monica Information Systems Department. The telecommunications investigation shall provide a list of recommendations to be incorporated into the project design including, but not limited to measures associated with joint trench opportunities, location of tie -back and other underground installations, telecommunications conduit size and specifications, fiber optic cable specifications, telecommunications vault size and placement and specifications, interior riser conduit and fiber optic cable, and adjacent public right of way enhancements. Developer shall install two Telecommunications Vaults in either the street, alley and /or sidewalk locations dedicated solely for City of Santa Monica use. Developer shall provide two unique, telecommunication conduit routes and fiber optic cables from building Telecommunications Room to Telecommunications Vaults in street, alley and/or D -33 sidewalk. Developer will be responsible for paying for the connection of each Telecommunications Vault to the existing City of Santa Monica fiber optic network, or the extension of conduit and fiber optic cable for a maximum of lkm terminating in a new Telecommunications Vault for future interconnection with City network. Prior to issuance of a building permit, the final telecommunications design plans for the project site shall be submitted to and approved by the City of Santa Monica Information Systems Department. a. Project shall comply with City of Santa Monica Telecommunications Guidelines b. Project shall comply with City of Santa Monica Right -of -Way Management Ordinance No. 2129CCS, Section 3 (part), adopted 7/13/04 72. Prior to issuance of a Certificate of Occupancy for any Building, provide new street - pedestrian lighting with a multiple circuit system along the any new street right -of -way adjacent to such Building and within the Parcel on which such Building is to be located in compliance with the PWD Standards and requirements. New street - pedestrian light poles, fixtures and appurtenances shall meet City standards and requirements. 73. Prior to Certificate of Occupancy for any Building, construct a multiple street light circuit with fixtures along the Project's frontage on Olympic Boulevard. 74. Participate in conversion of existing street light system with high voltage series circuit to multiple circuit system on Stewart Street. Developer shall be responsible for only a portion of design and construction costs proportionate to development frontage on Stewart Street. 75. Prior to submittal of plan check application, make arrangements with all affected utility companies and indicate points of connection for all services on the site plan drawing. Pay for undergrounding of all overhead utilities within and along the development frontages. Existing and proposed overhead utilities need to be relocated underground. 76. Location of Southern California Edison electrical transformer and switch equipment/structures must be clearly shown on 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 except for any portion of the new streets to be added that are on the Property. Resource Recovery and Recycling 77. Development plans must show the refuse and recycling (RR) area dimensions to demonstrate adequate and easily accessible area. If the RR area is completely enclosed, then lighting, ventilation and floor drain connected to sewer will be required. Section 9.04.10.02.151 of the SMMC has dimensional requirements for various sizes and types of projects. Developments that place the RR area in subterranean garages must also provide a bin staging area on their property for the D -34 bins to be placed for collection. 78. Contact the Resource Recovery and Recycling (RRR) division to obtain dimensions of the refuse recycling enclosure. 79. Prior to issuance of any building permit, submit a Waste Management Plan, a map of the enclosure and staging area with dimensions and a recycling plan to the RRR Division for its approval. The State of California AB 341 requires any multi- family building housing 5 units or more to have a recycling program in place for its tenants. All commercial businesses generating 4 cubic yards of trash per week must also have a recycling program in place for its employees and clients /customers. Show compliance with these requirements on the building plans. Visit the 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; G. Designated recycling coordinator; d. Nature and extent of internal and external pick -up service; C. Pick -up schedule; and f. Plan to inform tenants/ occupants of service. Construction Period Mitigation 80. A construction period mitigation plan shall be prepared by the applicant for approval by the PWD prior to issuance of a building permit. The approved mitigation plan shall be posted on the site for the duration of the project construction and shall be produced upon request. As applicable, this plan shall: a. Specify the names, addresses, telephone numbers and business license numbers of all contractors and subcontractors as well as the developer and architect; b. Describe how demolition of any existing structures is to be accomplished; C. Indicate where any cranes are to be located for erection/construction; d. Describe how much of the public street, alleyway, or sidewalk is proposed to be used in conjunction with construction; e. Set forth the extent and nature of any pile - driving operations; f. Describe the length and number of any tiebacks which must extend under the public right -of -way and other private properties; D -35 g. Specify the nature and extent of any dewatering and its effect on any adjacent buildings; h. Describe anticipated construction- related hock routes, number of truck trips, hours of hauling and parking location; i. Specify the nature and extent of any helicopter hauling; j. State whether any construction activity beyond normally permitted hours is proposed; k. Describe any proposed construction noise mitigation measures, including measures to limit the duration of idling construction trucks; 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 81. 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 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 It 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. 82. 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 83. All diesel equipment shall be operated with closed engine doors and shall be equipped with factory - recommended mufflers. 84. Electrical power shall be used to run air compressors and similar power tools. 85. 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 86. 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 excepting any public right of way which exists only as a result of this Agreement. D -37 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 87. 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. 88. 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. 89. 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. 90. A "Knox" key storage box shall be provided for ALL new construction. For buildings, other than high -rise, a minimum of 3 complete sets of keys shall be provided. Keys shall be provided for all exterior entry doors, fire protection equipment control equipment rooms, mechanical and electrical rooms, elevator controls and equipment spaces, etc. For high -rise buildings, 6 complete sets are required. 91. 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. 92. Buildings four or more stories in height shall be provided with not less than one standpipe during construction. 93. The standpipe(s) shall be installed before the progress of construction is more than 35- feet above grade. Two- and - one - half -inch valve hose connections shall be provided at approved, accessible locations adjacent to useable stairs. Temporary standpipes shall be capable of delivering a minimum demand of 500 gpm at 100 -psi residual pressure. Pumping equipment shall be capable of providing the required pressure and volume. ffim 94. Provide Multipurpose Dry Chemical type fire extinguishers with a minimum rating of 2A -1 OB: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. 95. An automatic fire extinguishing system complying with UL 300 shall be provided to protect commercial -type cooking or heating equipment that produces grease - laden vapors. A separate plan submittal is required for the installation of the system and shall be in accordance with UFC Article 10, NFPA 17A and NFPA 96. Provide a Class "K" type portable fire extinguisher within 30 feet the kitchen appliances emitting grease -laden vapors. 96. Every building and/or business suite is required to post address numbers that are visible fiom 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) 97. 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. 98. 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. 99. Show ALL door hardware intended for installation on Exit doors. 100. 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) 101. Stairway Identification shall be in compliance with CBC 1022.8 102. Floor -level exit signs are required in Group A, E, I, R -1, R -2 and R -4 occupancies. 103. In buildings two stories in height at least one elevator shall conform to the D -39 California Buildings 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. 104. 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. 105. 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 106. An approved fire alarm system shall be installed as follows: 107. Group A Occupancies with an occupant load of 1,000 or more shall be provided with a manual fire alarm system and an approved prerecorded message announcement using an approved voice communication system. Emergency power shall be provided for the voice communication system. 108. Group E Occupancies having occupant loads of 50 or more shall be provided with an approved manual fire alarm system. 109. Group R -1, R -2 Apartment houses containing 16 or more dwelling units, in buildings three or more stories in height R -2.1 and R -4 Occupancies shall be provided with a manual alarm system. Smoke detectors shall be provided in all common areas and interior corridors of required exits. Recreational, laundry, furnace rooms and similar areas shall be provided with heat detectors. 110. Plans and specifications for fire alarm systems shall be submitted and approved prior to system installation F 8 E, t 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 111. 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. 112. Gates installed on fire apparatus access roads shall comply with the following: a. The width of any gate installed on a fire apparatus access road shall be a minimum of 20 feet. b. Gates may be of the swinging or sliding type. C. Gates shall be constructed of materials that will allow for manual operation by one person. d. All gate components shall be maintained in an operative condition at all times and shall be repaired or replaced when defective. e. Electric gates shall be equipped with a means of opening the gate by fire department personnel for emergency access. The Fire Prevention Division shall approve emergency opening devices. f. Manual opening gates may be locked with a padlock, as long it is accessible to be opened by means of forcible entry tools. g. The Fire Prevention Division shall approve locking device specification. D -41 113. 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: a. Fire Apparatus access roads 20 to 26 feet wide must be posted on both sides as a fire lane. b. Fire Apparatus access roads 26 to 32 feet wide must be posted on one side as a fire lane. 114. 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. 115, Fire apparatus access roads for commercial and industrial development shall comply with the following: a. Buildings or facilities exceeding 30 feet in height or more than 3 stories in height shall have at least 2 means of fire apparatus access for each structure. D -42 0� 20 96' � 26' R —> c 26' 28' R TYR' TYR 20 20'-T .-20' 06' DIAMETER 60 '**Y' MINIMUM CLEARANCE CUL -DE -SAC AROUND A FIRE HYDRANT 60 -�{ '� I �1 0 TYR 20'3 70'- 28' R TYP' 20'-T 120' HAMMERHEAD ACCEPTABLE ALTERNATIVE TO 120' HAMMERHEAD 113. 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: a. Fire Apparatus access roads 20 to 26 feet wide must be posted on both sides as a fire lane. b. Fire Apparatus access roads 26 to 32 feet wide must be posted on one side as a fire lane. 114. 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. 115, Fire apparatus access roads for commercial and industrial development shall comply with the following: a. Buildings or facilities exceeding 30 feet in height or more than 3 stories in height shall have at least 2 means of fire apparatus access for each structure. D -42 b. Buildings or facilities having a gross floor area of more than 62,000 square feet shall be provided with 2 fire apparatus access roads. C. When two access roads are required, they shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the property or area to be accessed measured in a straight line between access. 116. Aerial apparatus access roads shall comply with the following: a.. Buildings or portions of buildings or facilities exceeding 30 feet in height from the lowest point of Fire Department access shall be provided shall be provided with approved apparatus access roads capable of accommodating aerial apparatus. b. Apparatus access roads shall have a minimum width of 26 feet in the immediate vicinity of any building or portion of a building more than 30 feet in height. C. At least one of the required access roads meeting this condition shall be located within a minimum of 15 feet and maximum of 30 feet from the building and shall be a positioned parallel to one entire side of the building. D -43 117. California Building Code/ Santa Monica Fire Department Requirements Occupancy Classification and Division • If a change in occupancy or use, identify the existing and all proposed new occupancy classifications and uses • Assembly (A -1, A -2, A -3), Business (B), Mercantile (M), Residential (R), etc. • Include all accessory uses Building Height • Height in feet (SMMC defines a High -Rise as any structure greater than 55 feet.) • Number of stories • Detail increase in allowable height • Type I (II -FR.) buildings housing Group B office or Group R, Division 1 Occupancies each having floors used for human occupancy located more than 55 feet above the lowest level of fire department vehicle access shall comply with CBC Section 403. a. Automatic sprinkler system. b. Smoke- detection systems. c. Smoke control system conforming to Chapter 9 section 909. d. Fire alarm and communication systems. 1. Emergency voice alarm signaling system. 2. Fire department communication system, e. Central control station. (96 square feet minimum with a minimum dimension of 8' ft) f. {omitted} g. Elevators. h. Standby power and light and emergency systems. i. Exits j. Seismic consideration. ..i Total Floor Area of Buildings 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. • Each entire Building shall be sprinklered. • A mechanically operated smoke - control system meeting the requirements of Section 909 and 909.9 shall be installed. • Smoke detectors shall be installed in accordance with the Fire Code. • Except for open exit balconies within the atrium, the atrium shall be separated from adjacent spaces by one -hour fire- resistive construction. See exceptions to Section 404.6. • When a required exit enters the atrium space, the travel distance from the doorway of the tenant space to an enclosed stairway, horizontal exit, exterior door or exit passageway shall not exceed 200 feet. • In other than jails, prisons and reformatories, sleeping rooms of Group I Occupancies shall not have required exits through the atrium. D -45 ® Standby power shall be provided for the atrium and tenant space smoke - control system. Sections 404.7 and 909.11. The interior finish for walls and ceilings of the atrium and all unseparated tenant spaces shall be Class I. Section 404.8. Atriums of a height greater than 20 feet, measured from the ceiling sprinklers, shall only contain furnishings and decorative materials with potential heat of combustion less than 9,000 Btu's per pound. All furnishings to comply with California Bureau of Home Furnishings, Technical Bulletin 133, "Flammability Test for Seating Furniture in Public Occupancies." All furnishings in public areas shall comply with California Bureau of Home Furnishings, Technical Bulletin 133, "Flammability Test for Seating Furniture in Public Occupancies." Los Angeles County Fire 118. Fire Flow Requirements I. INTRODUCTION A. Purpose: To provide Department standards for fire flow, hydrant spacing and specifications. B. Scone: Informational to the general public and instructional to all individuals, companies, or corporations involved in the subdivision of land, construction of buildings, or alterations and /or installation of fire protection water systems and hydrants. C. Author: The Deputy Chief of the Prevention Services Bureau through the Assistant Fire Chief (Fire Marshal) of the Fire Prevention Division is responsible for the origin and maintenance of this regulation. D. Definitions: GPM — gallons per minute 2. psi — pounds per square inch 3. Multiple family dwellings — three or more dwelling units attached D II. 'RESPONSIBILITY A. Land Development Unit The Department's Land Development Unit shall review all subdivisions of land and apply fire flow and hydrant spacing requirements in accordance with this regulation and the present zoning of the subdivision or allowed land use as approved by the County's Regional Planning Commission or city planning department. B. Fire Prevention Engineering Section The Department's Fire Prevention Engineering Section shall review buildings 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 ofpage is blank) D -47 IV. PROCEDURES A. Land development: fire flow, duration of flow, and hydrant spacing The following requirements apply to land development issues such as: tract and parcel maps, conditional use permits, zone changes, lot line adjustments, planned unit developments, etc. 1. Residential Fire Zones 3 Very High Fire Hazard Severity Zone (VHFHSZ) Public Fire Flow Duration Hydrant of Flow SSpacrng a. Single family dwelling 1,250 GPM 2 hrs. 600 ft. and detached condominiums (1 — 4 Units) (Under 5,000 square feet) b. Detached condominium 1,500 GPM 2 hrs. 300 ft. (5 or more units) (Under 5,000 square feet) C. Two family dwellings 1,500 GPM 2 hrs. 600 ft. (Dunlexes) NOTE: FOR SINGLE FAMILY DWELLINGS OVER 5,000 SQUARE FEET. SEE, TABLE 1 FOR FIRE FLOW REQUIREMENTS PER BUILDING SIZE. 2. Multiple family dwellings, hotels, high rise, commercial, industrial, etc. a. Due to the undetermined building designs for new land development projects (undeveloped land), the required fire flow shall be: 5,000 GPM 5 hrs. 300 ft. L 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: 1. Residential Building Occupancy Classification a. Single family dwellings - Fire Zone 3 (Less than 5,000 square feet) Duration Public Hydrant Fire Flow of Flow Spacin¢ On a lot of one acre or more 750 GPM 2 hrs. 600 ft. On a lot less than one acre 1,250 GPM 2 lrr•s 600 ft. b. Single family dwellings — VHFHSZ (Less than 5,000 square feet) On a lot of one acre or more 1,000 GPM 2 his. 600 ft. On a lot less than one acre 1,250 GPM 2 hrs 600 ft. NOTE: FOR SINGLE FAMILY DWELLINGS GREATER THAN 5,000 SQUARE FEET IN AREA SEE TABLE D -49 C. Duration Fire Flow of Flow c. Two family dwellings — VHFHSZ (Less than 5,000 square feet) Duplexes 2. Mobile Home Park a. Recreation Buildings 1,500 GPM 2 hrs Public Hydrant Spacing 600 ft. Refer to Table 1 for fire flow according to building size. b. Mobile Home Park 1,250 GPM 2 hrs 600 ft. 3. Multiple residential, apartments, single family residences (greater than 5,000 square feet), private schools, hotels, high rise, commercial, industrial, etc. (R -1, E, B, A, I, H, F, M, S) (see Table 1). Public fire hydrant requirements 1. Fire hydrants shall be required at intersections and along access ways as spacing requirements dictate 2. Spacing a. Cul -de -sac When cul -de -sac depth exceeds 450' (residential) or 200' (commercial), hydrants shall be required at mid - block. Additional hydrants will be required if hydrant spacing exceeds specified distances. b. Single family dwellings Fire hydrant spacing of 600 feet NOTE: The following guidelines shall be used in meeting single family dwellings hydrant spacing requirements: (1) Urban properties (more than one unit per acre): No portion of lot frontage should be more than 450' via vehicular access from a public hydrant. D -50 (2) Non -Urban Properties (less than one unit per acre): No portion of a structure should be placed on a lot where it exceeds 750' via vehicular access from a properly spaced public hydrant that meets the required fire flow. c. All occupancies Other than single family dwellings, such as commercial, industrial, multi - family dwellings, private schools, institutions, detached condominiums (five or more units), etc. Fire hydrant spacing shall be 300 feet. NOTE:The following guidelines shall be used in meeting the hydrant spacing requirements. (1) No portion of lot frontage shall be more than 200 feet via vehicular access from a public hydrant. (2) No portion of a building should exceed 400 feet via vehicular access from a properly spaced public hydrant. d. Supplemental fire protection When a structure cannot meet the required public hydrant spacing distances, supplemental fire protection shall be required. NOTE: Supplemental fire protection is not limited to the installation of on -site fire hydrants; it may include automatic extinguishing systems. 3. Hydrant location requirements - both sides of a street Hydrants shall be required on both sides of the street whenever: a. Streets having raised median center dividers that make access to hydrants difficult, causes time delay, and/or creates undue hazard. b. For situations other than those listed in "a" above, the Department's inspector's judgment shall be used. The following items shall be considered when determining hydrant locations: D -51 (1) Excessive traffic loads, major arterial route, in which traffic would be difficult to detour. (2) Lack of adjacent parallel public streets in which traffic could be redirected (e.g., Pacific Coast Highway). (3) Past practices in the area. (4) Possibility of future development in the area. (5) Type of development (i.e., flag -lot units, large apartment or condo complex, etc.). (6) Accessibility to existing hydrants (7) Possibility of the existing street having a raised median center divider in the near future. D. On -Site Hydrant Requirements When any portion of a proposed structure exceeds (via vehicular access) the allowable distances fiom 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. D -52 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 fiom two hydrants simultaneously. On site flow may be greater depending upon the size of the structure and the distance fiom public hydrants. NOTE: ONE OF THE TWO HYDRANTS TESTED SHALL BE THE FARTHEST FROM THE PUBLIC WATER SOURCE. 3. Distance from structures All on -site hydrants shall be installed a minimum of 25 feet from a structure or protected by a two -hour firewall. 4. Shut -off valves All on -site hydrants shall be equipped with a shut -off (gate) valve, which shall be located as follows: a. Minimum distance to the hydrant 10 feet. b. Maximum distance from the hydrant 25 feet 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. D -53 E. 6. Maintenance It shall be the responsibility of the property management company, the homeowners association, or the property owner to maintain on- site hydrants. a. Hydrants shall be painted with two coats of red primer and one coat of red, with the exception of the stem and threads, prior to flow test and acceptance of the system. b. No barricades, walls, fences, landscaping, etc., shall be installed or planted within three feet of a fire hydrant. Public Hydrant Flow Procedure The minimum acceptable flow from any 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: a. Flow closest hydrant and calculate to determine flow at 20 pounds per square inch residual pressure. If the calculated flow does not meet the fire flow requirement, the next closest hydrant shall be flowed simultaneously with the first hydrant, providing it meets the spacing requirement, etc. b. If more than one hydrant is to be flowed in order to meet the required fire flow, the number of hydrants shall be flowed as follows: One hydrant Two hydrants Three hydrants F. Hydrant Upgrade Policy 1,250 GPM and below 1,251— 3,500 GPM flowing simultaneously 3,501— 5,000 GPM flowing simultaneously 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 D -54 flow is between the minimum requirement of 750 gallons per minute, up to and including 1,250 gallons per minute, and the existing public water system will provide the required fire flow through an existing wharf fire hydrant. 3. All new required fire hydrant installations shall be approved 6" x 4" x 2 1/2" fire hydrants. 4. When water main improvements are required to meet GPM flow, and the existing water main has single outlet 2 1/2" fire hydrant(s), then a hydrant(s) upgrade will be required. This upgrade shall apply regardless of flow requirements. 5. The owner - developer shall be responsible for making the necessary arrangements with the local water purveyor for the installation of all public facilities. 6. Approved fire hydrant barricades shall be installed if curbs are not provided (see Figures 1, 2, and 3 following on pages 11 and 12). G. Hydrant Specifications All required public and on -site fire hydrants shall be installed to the following specifications prior to flow test and acceptance of the system. Hydrants shall be: a. Installed so that the center line of the lowest outlet is between 14 and 24 inches above finished grade b. Installed so that the front of the riser is between 12 and 24 inches behind the curb face C. Installed with outlets facing the curb at a 45- degree angle to the curb line if there are double outlet hydrants d. Similar to the type of construction which conforms to current A.W.W.A. Standards C. Provided with three -foot unobstructed clearance on all sides. Provided with approved plastic caps D -55 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 fiom 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. 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 fine hydrant barricades shall be installed if curbs are not provided (see Figures 1, 2, and 3 following on pages I 1 and 12). D -56 Barricade /Clearance Details CONCRETE CAP -®- & BARRICADE POST CONCRETE FILLED 3' MIN. MIN. W DIA. SCHEDULE 40 STEEL. SEE NOTE N1 J� 1 w 1 Figure 1 4' MIN BARRICADE A � 6 "x4 "x21/211 `,.- 0 TLETSi HYDRANT ,'•, f/ E I i l � t 36" 0 l 0 PLAN FIRE HYDRANT BARRICADES (TYPICAL) Figure 2 D -57 BARR 6" x 4' HYD Figure 3 Notes: O 0 Constructed of steel not less than four inches in diameter, six inches if heavy truck traffic is anticipated, schedule 40 steel and concrete filled. 2. Posts shall be set not less than three feet deep in a concrete footing of not less than 15 inches in diameter, with the top of the posts not less than three feet above ground and not less than three feet from the hydrant 3. Posts, fences, vehicles, growth, trash storage and other materials or things shall not be placed or kept near fire hydrants in a manner that would prevent fire hydrants from being immediately discernable. 4. If hydrant is to be barricaded, no barricade shall be constructed in front of the hydrant outlets (Figure 2, shaded area). The exact location of barricades may be changed by the field inspector during a field inspection. 6. The steel pipe above ground shall be painted a minimum of two field coats of primer. Two finish coats of "traffic signal yellow" shall be used for fire hydrant barricades. 8. Figure 3 shows hydrant hook up during fireground operations. Notice apparatus (hydra- assist - valve) connected to hydrant and the required area. Figure 3 shows the importance of not constructing barricades or other obstructions in front of hydrant outlets. H. Private fire protection systems for rural commercial and industrial development Where the standards of this regulation cannot be met for industrial and commercial developments in rural areas, alternate proposals which meet NFPA Standard 1142 may be submitted to the Fire Marshal for review. Such proposals shall also be subject to the following: The structure is beyond 3,000 feet of any existing, adequately - sized water system. a. Structures within 3,000 feet of an existing, adequately -sized water system, but beyond a water purveyor service area, will be reviewed on an individual basis. 2. The structure is in an area designated by the County of Los Angeles' General Plan as rural non - urban. Blue reflective hydrant markers replacement Policy Purpose: To provide information regarding the replacement of blue reflective hydrant markers, following street construction or repair work. a. Fire station personnel shall inform Department of Public Works Street 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 Street Maintenance Division." The importance of the blue reflective hydrant markers should be explained, and the requirement encouraged that the street be returned to its original condition, by replacing the hydrant markers. D -59 TABLE 1 * BUILDING SIZE (First floor area) Fire Flow* (1) (2) Duration Hydrant Spacing Under 3,000 sq. ft. 1,000 GPM 2 hrs 300 ft 3,000 to 4,999 sq. ft. 1,250 GPM 2 hrs 300 ft 5,000 to 7,999 sq. ft. 1,500 GPM 2 hrs 300 ft 8,000 to 9,999 sq. ft. 2,000 GPM 2 hrs 300 ft 10,000 to 14,999 sq. ft. 2,500 GPM 2 hrs 300 ft 15,000 to 19,999 sq. ft. 3,000 GPM 3 Ins 300 ft 20,000 to 24,999 sq. ft. 3,500 GPM 3 hrs 300 ft 25,000 to 29,999 sq. ft. 4,000 GPM 4 hrs 300 ft 30,000 to 34,999 sq. ft. 4,500 GPM 4 hrs 300 ft 35,000 or more sq. ft. 5,000 GPM 5 lns 300 ft * See applicable footnotes below: (FIRE FLOWS MEASURED AT 20 POUNDS PER SQUARE INCH RESIDUAL PRESSURE) (1) Conditions requiring additional free 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 buildings (as determined by the jurisdictional Buildings 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 buildings. The following allowances and/or additions may be made to standard fire flow requirements: a. A 25% reduction shall be granted for the following types of construction: Type I -F.R, Type II -F.R., Type II one -hour, Type II -N, Type III one -hour, Type III -N, Type IV, Type IV one hour, and Type V one -hour. This reduction shall be automatic and credited on all projects using these types of construction. Credit will not be given for Type V -N structures (to a minimum of 2,000 GPM available fire flow). b. A 25% reduction shall be granted for fully sprinklered buildings (to a 111 well, minimum of 2,000 GPM available fire flow). c. When determining required fire flows for structures that total 70,000 square feet or greater, such flows shall not be reduced below 3,500 GPM at 20 psi for three hours. D -61 Reference: EXHIBIT "E" SMMC ARTICLE 9 (PLANNING AND ZONING) Are available for review in the City Clerk's Office File with Staff Report 01/28/2014 -7A in Legislative File 401 -016 EXHIBIT "F -1" LOCAL HIRING PROGRAM FOR CONSTRUCTION Local Hiring Policy For Construction. Each Developer shall implement a local hiring policy (the "Local Hiring Policy ") for construction of such Developer's portion of the Project, consistent with the following guidelines: Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by Developer and its contractors at the Project of residents of the City of Santa Monica (the "Targeted Job Applicants "), and in particular, those residents who are "Low Income Individuals" (defined below) by ensuring Targeted Job Applicants are aware of Project construction employment opportunities and have a fair opportunity to apply and compete for such jobs. 2. Findings. a. Approximately 73,000- 74,000 individuals work in the City. The City has a resident labor force of approximately 57,300. However, only about one- third (32.2 percent) of the City's resident labor force works at jobs located in the City, with the balance working outside of the City. Consequently, a significant portion of the City's resident and non - resident work force is required to commute long distances to find work, causing increased traffic on state highways, increased pollution, increased use of gas and other fuels and other serious environmental impacts. b. Due to their employment outside of the City, many residents of the City are forced to leave for work very early in the morning and return late in the evening, often leaving children and teenagers alone and unsupervised during the hours between school and the parent return from work outside the area. C. Absentee parents and unsupervised youth can result in increased problems for families, communities and the City as a whole, including, but not limited to, increased crime, more frequent and serious injuries, poor homework accomplishments, failing grades and increased high school dropout rates. d. Of the approximately 45,000 households in the City, thirty percent are defined as low- income households or lower, with eleven percent of these households defined as extremely low income and eight percent very low income. Approximately 7.6% of the City's residents are unemployed. C. By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Project Construction jobs, this local hiring policy will facilitate job opportunities to City residents which would F - I expand the City's employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area. 3. Definitions. a. "Contract" means a contract or other agreement for the providing of any combination of labor, materials, supplies, and equipment to the construction of the Project that will result in On -Site Jobs, directly or indirectly, either pursuant to the terms of such contract or other agreement or through one or more subcontracts. b. "Contractor" means a prime contractor, a sub - contractor, or any other entity that enters into a Contract with Developer for any portion or component of the work necessary to construct the Project (excluding architectural, design and other "soft" components of the construction of the Project). C. "Low Income Individual" means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income. d. "Median Income" means the median income for the Los Angeles -Long Beach Primary Metropolitan Statistical Area, as published from time to time by the City in connection with its Affordable Housing Production Program pursuant to SMMC Section 9.56. e. "On -Site Jobs" means all jobs by a Contractor under a Contract for which at least fifty percent (50 %) of the work hours for such job requires the employee to be at the Project site, regardless of whether such job is in the nature of an employee or an independent contractor. On -Site Jobs shall not include jobs at the Project site which will be performed by the Contractor's established work crew who have not been hired specifically to work at the Project site. 4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit "F -I," the Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On -Site Job in the following order of priority: a. First Priority: Any resident of a household with no greater than 80% Median Income that resides within the Low and Moderate Income Areas identified in Figure 3 -12 of the City of Santa Monica's 2013 -2021 Housing Element; b. Second Priority: Any resident of a household with no greater than 80% Median Income that resides within the City; and C. Third Priority: Any resident of a household with no greater than 80% Median Income that resides within a five (5) mile radius of the project site. F -2 5. Coverage. The Local Hiring Policy shall apply to all hiring for On -Site Jobs related to the construction of the Project, by Developer and its Contractors. 6. Outreach. So that Targeted Job Applicants are made aware of the availability of On -Site Jobs, Developer or its Contractors shall advertise available On -Site Jobs in the Santa Monica Daily Press or similar local media and/or electronically on a city- sponsored website, if such a resource exists. In addition, Developer shall consult with and provide written notice to at least two first source hiring organizations, which may include but are not limited to the following: a. Local first source hiring programs b. Trade unions c. Apprenticeship programs at local colleges d. Santa Monica educational institutions e. Other non - profit organizations involved in referring eligible applicants for job opportunities Hiring. Developer and its contractor(s) shall consider in good faith all applications submitted by Targeted Job Applicants for On -Site Jobs in accordance with their normal practice to hire the most qualified candidate for each position and shall make a good faith effort to hire Targeted Job Applicants when most qualified or equally qualified as other applicants. The City acknowledges that the Contractors shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On -Site Job for which such Targeted Job Applicant has applied. Contractors are not precluded from advertising regionally or nationally for employees in addition to its local outreach efforts. 8. Term. The Local Hiring Policy shall continue to apply to the construction of the Project until the final certificate of occupancy for the Project has been issued by the City. F -3 EXHIBIT "F -2" LOCAL HIRING PROGRAM FOR PERMANENT EMPLOYMENT Local Hiring Policy For Permanent Employment. The Developer of the Commercial Phase of the Project shall implement a local hiring policy (the "Local Hiring Policy "), consistent with the following guidelines: I. Purpose. The purpose of the Local Hiring Policy is to facilitate the employment by the commercial tenants of the Project of residents of the City of Santa Monica (the "Targeted Job Applicants "), and in particular, those residents who are "Low Income Individuals" (defined below) by ensuring Targeted Job Applicants are aware of Project employment opportunities and have a fair opportunity to apply and compete for such jobs. The goal of this policy is local hiring. 2. Findings. a. Approximately 73,000- 74,000 individuals work in the City. The City has a resident labor force of approximately 57,300. However, only about one- third (32.2 percent) of the City's resident labor force works at jobs located in the City, with the balance working outside of the City. Consequently, a significant portion of the City's resident and non - resident work force is required to commute long distances to find work, causing increased traffic on state highways, increased pollution, increased use of gas and other fuels and other serious environmental impacts. b. Due to their employment outside of the City, many residents of the City are forced to leave for work very early in the morning and return late in the evening, often leaving children and teenagers alone and unsupervised during the hours between school and the parent return from work outside the area. C. Absentee parents and unsupervised youth can result in increased problems for families, communities and the City as a whole, including, but not limited to, increased crime, more frequent and serious injuries, poor homework accomplishments, failing grades and increased high school dropout rates. d. Of the approximately 45,000 households in the City, thirty percent are defined as low- income households or lower, with eleven percent of these households defined as extremely low income and eight percent very low income. Approximately 7.6% of the City's residents are unemployed. e. By ensuring that Targeted Job Applicants are aware of and have a fair opportunity to compete for Project jobs, this local hiring policy will facilitate job opportunities to City residents which would expand the City's F -4 employment base and reduce the impacts on the environment caused by long commuting times to jobs outside the area. 3. Definitions. For purposes of this Exhibit "F -211, the following terms have the following meanings: a. "Employer" means any tenant of a Creative Office Building. b. "Low Income Individual" means a resident of the City of Santa Monica whose household income is no greater than 80% of the Median Income. G. "Median Income" means the median income for the Los Angeles -Long Beach Primary Metropolitan Statistical Area, as published from time to time by the City in connection with its Affordable Housing Production Program pursuant to SMMC section 9.56. d. "On -Site Jobs" means all jobs on the Project site provided by Employers. regardless of whether such job is in the nature of an employee or an independent contractor. 4. Priority for Targeted Job Applicants. Subject to Section 7 below in this Exhibit "F -2 ", the Local Hiring Policy provides that the Targeted Job Applicants shall be considered for each On -Site Job in the following order of priority: a. First Priority: Any resident of a household with no greater than 80% Median Income that resides within the Low and Moderate Income Areas identified in Figure 3 -12 of the City of Santa Monica's 2013 -2021 Housing Element; b. Second Priority: Any resident of a household with no greater than 80% Median Income that resides within the City; and C. Third Priority: Any resident of a household with no greater than 80% Median Income that resides within a five (5) mile radius of the project site. For purposes of this Local Hiring Policy, the Employer is authorized to rely on the most recent year's income tax records (W -2) and proof of residency (e.g. driver's license, utility bill, voter registration) if voluntarily submitted by a prospective job applicant for purposes of assessing a Targeted Job Applicant's place of residence and income. 5. Coverage. The Local Hiring Policy shall apply to all hiring for On -Site Jobs. Notwithstanding the foregoing, the Local Hiring Policy shall not apply to temporary employees utilized while a permanent employee is temporarily absent or while a replacement is being actively sought for a recently- departed permanent employee. Furthermore, the Local Hiring Policy shall not (a) preclude the re- hiring of a prior employee or the transfer of an existing employee from another location or (b) apply to any employment opportunities which may require a level F -5 of confidentiality or that may not be reasonably advertised to the general public without causing harm to an Employer. 6. Recruitment. a. Local Hiring Goal — Employers shall establish a local hiring goal of 30% of the On -Site Jobs in the Project being held by Targeted Job Applicants. There shall be no penalties to the Developer or Employer, nor shall the Developer be deemed to be in default under the Development Agreement, if such goal is not achieved. Each Employer shall report its actual local hiring results to the City as part of Developer's annual report as mandated by Section 10.2 of this Agreement. b. Advanced Local Recruitment - Initial Hiring for New Office. In the event that an Employer is opening a new office of their business, Targeted Job Applicants are made aware of the availability of On -Site Jobs, at least 30 days before recruitment ( "Advanced Recruitment Period ") is opened up to general circulation for the initial hiring by a new office, Employer shall advertise available On -Site Jobs in the Santa Monica Daily Press or similar local media and /or electronically on a City - sponsored website, if such a resource exists. In addition, Employer shall consult with and provide written notice to at least two first source hiring organizations, which may include but are not limited to the following: i. Local first source hiring programs ii. Trade unions iii. Apprenticeship programs at local colleges iv. Santa Monica educational institutions v. Other non - profit organizations involved in referring eligible applicants for job opportunities Employer shall hold the positions open for no more than 30 days in order to allow for referrals from the first source hiring organizations. Employer shall review information provided by the selected organizations with respect to all applicants referred by such organizations and interview those individuals who, following a review of such information, are determined by the Employer to meet the Employer's written minimum qualifications for the position. The Employer shall maintain a written record explaining the reasons for not selecting any individual referred to Employer by the selected organizations who was interviewed by the Employer for the position. C. Advanced Local Recruitment - Subsequent Hiring. For subsequent On- Site Job opportunities, the Advanced Recruitment Period for Targeted Job F -6 Applicants can be reduced to at least 7 days before recruitment is opened up to general circulation. Alternatively, the Employer may also use an established list of potential Targeted Job Applicants of not more than one year old. d. Obligations After Completion of Advanced Recruitment Period. Once these advanced local recruitment obligations have been met, Employers are not precluded from advertising regionally or nationally for employees. Hiring. Each Employer shall consider in good faith all applications submitted by Targeted Job Applicants for On -Site Jobs in accordance with their normal practice to hire the most qualified candidate for each position and shall be make good faith efforts to hire Targeted Job Applicants when such Applicants are most qualified or equally qualified as other applicants. The City acknowledges that the Employers shall determine in their respective subjective business judgment whether any particular Targeted Job Applicant is qualified to perform the On -Site Job for which such Targeted Job Applicant has applied. 8. Proactive Outreach. Developer shall designate a "First- Source Hiring Coordinator" (FHC) that shall manage all aspects of the Local Hiring Policy. The FHC shall be responsible for actively seeking partnerships with local first- source hiring organizations prior to employment opportunities being available. The FHC shall also be responsible for encouraging and making available information on first - source hiring to respective commercial tenants of the Project. The FHC shall contact new Employers on the Project site to inform them of the available resources on first - source hiring and to offer a means by which they can participate in the program. In addition to implementation of the Local Hiring Policy, the FHC can have other work duties unrelated to the Local Hiring Policy. 9. Term. The Local Hiring Policy shall apply for the Life of the Project. 10. Condition of Lease. Developer shall write the requirements of this program into any leases executed with Employers. The FHC shall reach out to Employers not less than once each calendar quarter to remind them of the programs and policies. Employers shall have ultimate responsibility for adherence to the program guidelines. Failure of an Employer to comply with the requirements of this program shall not constitute a Default by any Developer under this Agreement so long as such Employer's lease requires such compliance and such Developer is actively pursuing all necessary enforcement actions to bring such Employer into compliance with this lease provision. F -7 EXHIBIT "G" PERMITTED USES Permitted Uses consist of Creative Office Uses, Residential Uses (rental housing only), Retail Uses, Restaurant Uses, and Artist Work/Live Units as defined herein. Creative Office Uses Creative Office Uses consist of offices, production spaces, and work spaces of establishments that are in the business of the development of creative property, including but not limited to advertising, architectural services, broadcasting, communications, computer software design, entertainment, graphic design, interior design, intemet content creation, landscape design, and similar uses. Residential Uses Residential Uses means market rate and affordable rental housing, including single room occupancy. Retail Uses Retail Uses include, without limitation: • Arts and crafts Shop • Art galleries • Appliance store • Appliance or electronic repair shop • Barber Shop • Bicycle Shop • Book and Stationery Store • Cell phone store • Clothing/Apparel Store • Community meeting space • Computer / electronics service center • Convenience store • Cultural uses and facilities • Dance Studios • Day care center • Dress Shop • Dry Cleaners • Exercise facilities • Financial Planning Retail Center • Flower Shop • Furniture shops G - I • Gift Shop • Grocery store • Hair / nail / beauty salon • Hardware store • Laundromat • Museums • Music store • Non -profit organization office, meeting and related space • Food service (including bakery, Ice cream store, yogurt store, candy store, cookie store, juice /smoothie store, coffee shops and similar uses.) • Outdoor newsstand • Package drop -off /copy center • Pet Store • Pharmacy /Drug Store • Photography or Camera Store • Print/publishing shops • Real Estate Offices • Rental Shops (including cars, bicycles, clothing, music, etc.) • Retail Bank / ATM • Shoe Shine • Shoe Store (sale, rental or repair • Spa • Specialty service food shops • Sporting goods store • Tailor/ Dress maker • Travel Agency • US Post Office /Air Freight /Private Mail Service Center • Weight Loss Center • Uses which are determined by the Zoning Administrator to be similar to those listed above and which are consistent with, and not more disturbing or disruptive than, permitted uses Restaurant Uses "Restaurant Uses" shall mean any building, room, space or portion thereof where food is sold for consumption on site, except for uses qualifying as incidental food service. A restaurant may provide music or other entertainment if. (1) there is sit down meal service provided at all times while the entertainment is taking place; (2) there is no dancing or dance floor; (3) there is no cover charge or minimum drink purchase requirement; and (4) the entertainment is provided only in the dining areas. A restaurant with entertainment beyond the scope of these limitations during specified hours on a nightly, weekly, or other regular basis shall also be considered a nightclub and such entertainment use shall be prohibited unless a separate conditional use permit for that nightclub use has been obtained. G -2 Restaurant Uses shall not include "Incidental Food Service" which shall mean any use of a building, room or space for the on -site sale and consumption of food and /or beverages where less than two hundred fifty square feet (interior and exterior) is utilized for on -site consumption of any food and /or beverage, including seating, counter space, or other eating arrangement, where the number of seats does not exceed twenty and where orders for food or beverages are not taken fiom the table. The seating area shall be defined by fixed barriers, such as full or partial walls, fencing or planters. The consumption area cannot exceed thirty-three percent of the floor area of a primary permitted on -site use. The Parties acknowledge that the Developer may make a one -time election whether to have Restaurant Uses have the meaning as set forth above or as contained in the City's new zoning ordinance. G -3 EXHIBIT "H" INFRASTRUCTURE SECURITY SCHEDULE TEMPORARYIMPROVEMENTS H -I �� : a .i 0 N } K Q Z Q EXHIBIT "H" INFRASTRUCTURE SECURITY SCHEDULE PERMANENTIMPROVEMENTS H -2 �v Z w Z a w a N 0 V F U] �"s �� i$ EXHIBIT "I" USE OF OPEN SPACE 1. Bergamot Square. It is the intent of Hines and the City that "Bergamot Square" (as designated on the Project Plans) shall be accessible to the public between the hours of 6:00 A.M. and 11:00 P.M. and during the operating hours of the Retail Uses and Restaurant Uses, with the public having the right to use Bergamot Square for walking, strolling, reading, passive activities, and other similar activity as well as attending cultural and other special events, conducted by the owner of Site 1 or the Owners' Association, which are open to the public with no obligation to buy any goods or services, subject to the limitations set forth below. The Developer owning Site 1 and the Owners' Association shall be entitled to close Bergamot Square to the general public for events to which the general public is not permitted access regardless of whether such access is flee or requires a fee for entry ( "Private Events "). Developer may conduct Private Events closing the entire Bergamot Square for up to 2% of the hours that Bergamot Square is accessible to the public in each year (i.e. 17 hours x 365 days x 2% _ 124 hours). Developer may also conduct Private Events closing half the Bergamot Square area for up to 2% of the hours that Bergamot Square is accessible to the public in each year. No more than 25% of the hours (i.e. 124 hours x 25% = 31 hours) that Bergamot Square may be closed can be on weekends. Developer shall provide written notice of such Private Events to the City no less than 24 hours prior to the start of the Private Event. The frequency of Private Events shall be monitored in the annual compliance report submitted by Developer. At no point may a Private Event exceed five hours per event (excluding associated set -up time). During such Private Events, Developer shall ensure that public access to operational retail and Commercial Uses on -site is not impeded. Developer may erect structures or barriers within Bergamot Square to limit general public access to Private Events provided such structures or barriers are not in violation of the provisions above. 2. The Village Mews. It is the intent of Hines and the City that the "Village Mews" (as designated on the Project Plans) shall be accessible to the public between the hours of 6:00 A.M. and 11:00 P.M. and during the operating hours of the Retail Uses and Restaurant Uses, with the public having the right to use The Village Mews for access between and to the Buildings, and for walking, strolling, reading, passive activities, and other similar activity with, in each case, no obligation to buy any goods or services. The Developer and the Owners' Association shall be entitled to close "The Village Mews" as shown in Exhibit I -2 and restrict bicycle or pedestrian traffic for Private Events. Developer may conduct Private Events closing The Village Mews for up to 2% of the hours that the Village Mews are accessible to the public in each year (i.e. 17 hours x 365 days x 2% = 124 hours). Developer may also conduct Private Events closing half the area of The Village Mews for up to 2% of the hours that The Village Mews are accessible to the public in each year. No more than 25% of the hours (i.e. 124 hours x 25% = 31 hours) that The Village Mews may be closed can be on weekends. Developer shall provide written notice of such Private Events to the City no less than 24 hours prior to the start of the Private Event. The frequency of Private Events shall be monitored in the annual compliance report submitted by Developer. At no point may a Private Event I -1 exceed five hours per event (excluding associated set -up time). During such Private Events, Developer shall ensure that public access to operational retail and Commercial Uses on -site is not impeded. Developer may erect structures or barriers within The Village Mews to limit general public access to Private Events provided such structures or barriers are not in violation of the provisions above. 3. The Garden Passage. It is the intent of Hines and the City that the "Garden Passage" (as designated on the Project Plans) shall be accessible to the public between the hours of 6:00 A.M. and 11:00 P.M. and during the operating hours of the Retail Uses and Restaurant Uses, with the public having the right to use The Garden Passage for access between and to the Buildings, and for walking, strolling, reading, passive activities, and other similar activity with, in each case, no obligation to buy any goods or services. The Developer and the Owners' Association shall be entitled to close "The Garden Passage" as shown in Exhibit I -2 and restrict bicycle or pedestrian traffic for Private Events. Developer may conduct Private Events closing The Garden Passage for up to 2% of the hours that The Garden Passage is accessible to the public in each year (i.e. 17 hours x 365 days x 2% = 124 hours). Developer may also conduct Private Events closing half the area of The Garden Passage for up to 2% of the hours that The Garden Passage are accessible to the public in each year. No more than 25% of the hours (i.e. 124 hours x 25% = 31 hours) that The Garden Passage may be closed can be on weekends. Developer shall provide written notice of such Private Events to the City no less than 24 hours prior to the start of the Private Event. The frequency of Private Events shall be monitored in the annual compliance report submitted by Developer. At no point may a Private Event exceed five hours per event (excluding associated set -up time). During such Private Events, Developer shall ensure that public access to operational retail and Commercial Uses on -site is not impeded. Developer may erect structures or barriers within The Garden Passage to limit general public access to Private Events provided such structures or barriers are not in violation of the provisions above. 4. The Green. It is the intent of Hines and the City that the "Green" (as designated on the Project Plans) shall be accessible to the public between the hours of 6:00 A.M. and 11:00 P.M. and during the operating hours of the Retail Uses and Restaurant Uses, with the public having the right to use The Green for walking, strolling, reading, passive activities, and other activity customary in park space with, in each case, no obligation to buy any goods or services. The Developer and the Owners' Association shall be entitled to close The Green for Private Events. Developer may conduct Private Events closing The Green for up to 2% of the hours that The Green is accessible to the public in each year (i.e. 14 hours x 365 days x 2% = 102 hours). Developer may also conduct Private Events closing half of The Green for up to 2% of the hours that The Green is accessible to the public in each year. No more than 25% of the hours (i.e. 102 hours x 25% = 26 hours) that The Green may be closed can be on weekends. Developer shall provide written notice of such Private Events to the City no less than 24 hours prior to the start of the Private Event. The frequency of Private Events shall be monitored in the annual compliance report submitted by Developer. At no point may a Private Event exceed five hours per event (excluding associated set -up time). During such Private Events, Developer shall ensure that public access to operational retail and Commercial Uses on -site is not impeded. Developer may erect structures or barriers within The Green I -2 to limit general public access to Private Events provided such structures or barriers are not in violation of the provisions above. 5. Stewart Crossine. It is the intent of Hines and the City that "Stewart Crossing" (as designated on the Project Plans) shall be accessible to the public between the hours of 6:00 A.M. and 11:00 P.M. and during the operating hours of the Retail Uses and Restaurant Uses, with the public having the right to use Stewart Crossing for walking, strolling, reading, passive activities, and other activity customary in park space with, in each case, no obligation to buy any goods or services. The Developer and the Owners' Association shall be entitled to close Stewart Crossing for Private Events. Developer may conduct Private Events closing Stewart Crossing for up to 2% of the hours that Stewart Crossing is accessible to the public in each year (i.e. 14 hours x 365 days x 2% = 102 hours). Developer may also conduct Private Events closing half of Stewart Crossing for up to 2% of the hours that Stewart Crossing is accessible to the public in each year. No more than 25% of the hours (i.e. 102 hours x 25% = 26 hours) that Stewart Crossing may be closed can be on weekends. Developer shall provide written notice of such Private Events to the City no less than 24 hours prior to the start of the Private Event. The frequency of Private Events shall be monitored in the annual compliance report submitted by Developer. At no point may a Private Event exceed five hours per event (excluding associated set -up time). During such Private Events, Developer shall ensure that public access to operational retail and Commercial Uses on- site is not impeded. Developer may erect structures or barriers within Stewart Crossing to limit general public access to Private Events provided such structures or barriers are not in violation of the provisions above. 6. General Limitations on Use. The public's use of Bergamot Square, The Village Mews, The Garden Passage, The Green, and Stewart Crossing (collectively, the "Open Space "), shall be subject to the following limitations: (a) Nothing in this Agreement or in the Project Plans shall be deemed to mean that any portion of the Open Space constitutes a public park or is subject to legal requirements applicable to a public park or other public space. The Open Space shall remain the private properly of the applicable Developer with members of the public . having only a license to occupy and use those areas of the Project in a manner consistent with reasonable rules and regulations established from time to time by such Developer and the Owners' Association. (b) Developers and the Owners' Association shall have the right to enforce reasonable security measures, including limiting public access to any portion of Bergamot Square, The Village Mews, The Garden Passage, The Green, and Stewart Crossing between the hours of 11:00 P.M. and 6:00 A.M. (c) Nothing herein shall give members of the public the right, without the prior written consent of the owner of the applicable Parcel or the Owners' Association, which consent may be conditioned or withheld in such Developer's or the Owners' Association sole discretion, to engage in any other activity in the open space other than described in Sections 1 to 5 above, as applicable, including, without limitation I -3 (i) cooking, dispensing or preparing food, (ii) selling any item or engaging in the solicitation of money, signatures or other goods or services, (iii) sleeping or staying overnight, (iv) using sound amplifying equipment, and (v) engaging in any illegal, dangerous or other activity that such Developer or the Owners' Association reasonably deems to be inconsistent with the other uses in the Project or with the use of the open space by other members of the public for the permitted purposes, such as excessive noise or boisterous activity, bicycle or skateboard riding, skating or other similar activity, dressing inappropriately, being intoxicated, having offensive bodily hygiene, or having shopping carts or other wheeled conveyances (except for wheelchairs and baby strollers /carriages). Such Developer or the Owners' Association shall retain the right to cause persons engaging in any such conduct to be removed from the Property. Should any such persons refuse to leave the Property, they may be deemed by Developer to be trespassing and Developer may contact local law enforcement to request that appropriate law enforcement actions be taken. The Developers and the Owners' Association shall be entitled to establish and post rules and regulations for use of the all open space consistent with the foregoing. (d) Nothing in this Exhibit "I" is intended to limit the rights of any member of the public to use the Open Space for any purpose which is protected by the United States Constitution, the California Constitution or any other applicable federal or California law that overrides the rights granted to Developer and the Owner's Association under this Development Agreement with respect to limitations on use of the Open Space. I -4 EXHIBIT 1 -1 BERGAMOT SQUARE (31,675 SF) I -5 EXHIBIT I -2 THE VILLAGE MEWS (16,500 SF) I -6 EXHIBIT I -3 THE GARDEN PASSAGE (12,604 SF) I -7 EXHIBIT I -4 THE GREEN (19,500 SF) Im EXHIBIT "I -5" STEWART CROSSING (6,000 SF) : , IS 110mals I -9 EXHIBIT "J" FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT Recording Requested By and When Recorded Mail To: [Name and address of Assignor] ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ( "Agreement") is made and entered into by and between a ( "Assignor "), and a ( "Assignee "). RECITALS A. The City of Santa Monica ( "City") and [Assignor] [If Hines is the Assignor] [Hines 26h Street, LLC, a Delaware limited liability company ( "Hines "),][If another parry is the Assignor] entered into that certain Development Agreement dated , 2014 (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] [Hines] obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of the Development Agreement and a vesting parcel map for the Project Site (collectively, the "Project Approvals "). [C. Assignor has acquired that portion of the Project Site described in Exhibit "B" attached hereto (the "Property")] [If the Assignor is a party other than Hines]. [C] [D]. Assignor intends to sell, and Assignee intends to purchase, the [Project Site][Property]. [D][E].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] [Property]. 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] [Property]. 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] [Property]. Assignee hereby accepts such assignment from Assignor. J - I 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] [Property]. 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] [Property]. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. "ASSIGNOR' By: _ Name: Title: "ASSIGNEE" By: _ Name: Title: J -2 RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Santa Monica on this day of CITY OF SANTA MONICA m Planning Director J -3 EXHIBIT f°K" ALCOHOL CONDITIONS (1) The primary use of the Restaurant premises shall be for sit -down meal service to patrons. Alcohol shall not be served to persons except those intending to purchase meals in a dining area. (2) If a counter service area is provided in the Restaurant, a patron shall not be permitted to sit at the counter unless the patron is ordering a meal in the same manner as patrons ordering meals at the table seating. The seats located around the counter service area cannot be used as a waiting area where patrons may drink before being seated or as a bar where beverages only are served. (3) Window or other signage visible from the public right -of -way that advertises the Restaurant's beer or alcohol shall not be permitted. (4) Customers shall be permitted to order meals at all times and in all areas of the Restaurant where alcohol is being served. The Restaurant shall serve food to patrons during all hours the restaurant is open for customers. (5) The Restaurant shall maintain a kitchen or food - serving area in which a variety of food is prepared on the premises. (6) Take out service from the Restaurant shall be only incidental to the primary sit -down use and does not include for consumption the sale or dispensing of alcoholic beverages or beer or wine. (7) No alcoholic beverages shall be sold or dispensed for consumption beyond the Restaurant premises. (8) Except for special events, alcohol shall not be served by the Restaurant in any disposable containers such as disposable plastic or paper cups. (9) No video or other amusement games shall be permitted in the Restaurant. (10) No dancing is permitted at the Restaurant. Live entertainment may only be permitted in the manner set forth in SMMC Section 9.04.02.030.730 or any successor thereto. (11) Any minimum purchase requirement maybe satisfied by the purchase of beverages or food. (12) The primary use of any outdoor dining area shall be for seated meal services. Patrons who are standing in the outdoor seating area shall not be served. K -1 (13) The Restaurant operation shall at all times be conducted in a manner not detrimental to surrounding properties by reason of lights, noise, activities or other actions. The Restaurant shall control noisy patrons leaving the Restaurant. (14) The permitted hours of alcoholic beverage service shall be 9:OOAM to 12:OOAM Sunday to Thursday, 9:OOAM to 1:OOAM Friday to Saturday with complete closure and all Restaurant employees vacated from the Building no later than one hour after permitted hours alcoholic beverage service. All alcoholic beverages must be removed fiom the outdoor dining areas no later than midnight. No after hours operation of the Restaurant is permitted. (15) No exterior activity such as trash disposal, deliveries or other maintenance activity generating noise audible from the exterior of the building shall occur from 11:OOPM to 6:OOAM. In addition, there shall be no disposal of bottles or noise generating trash between 11:00PM and 6:OOAM daily. Trash containers shall be secured with locks. (16) No more than thirty-five percent (35 %) of the Restaurant's total gross revenues per year shall be from alcohol sales. The Restaurant operator shall maintain records of gross revenue sources which shall be submitted annually to the City's Planning Division at the beginning of the calendar year and also available to the City and the ABC upon request. (17) Prior to issuance of Certificate of Occupancy or business license, as applicable, a Restaurant security plan shall be submitted to the Chief of Police for review and approval. The plan shall address both physical and operational security issues. (18) Prior to issuance of Certificate of Occupancy or business license, as applicable, the Restaurant operator shall submit a plan for approval by the Planning Director regarding its employee alcohol awareness training programs and policies. The plan shall outline a mandatory alcohol- awareness training program for all Restaurant employees having contact with the public and shall state management's policies addressing alcohol consumption and inebriation. The program shall require all Restaurant employees having contact with the public to complete an ABC - sponsored alcohol awareness training program within ninety days of the date the written agreement referred to above is submitted to the Planning Director. In the case of new Restaurant employees, the employee shall attend the alcohol awareness training within ninety days of hiring. In the event the ABC no longer sponsors an alcohol awareness training program, all Restaurant employees having contact with the public shall complete an alternative program approved by the Planning Director. The Restaurant operator shall provide the City with an annual report regarding compliance with this requirement. The Restaurant operator shall be subject to any future citywide alcohol awareness training program affecting similar establishments. K -2 (19) Within thirty days from the date of submission of the written agreement, the Restaurant applicant shall provide a copy of the signed agreement to the local office of the State Department of Alcoholic Beverage Control (ABC). (20) Prior to issuance of Certificate of Occupancy or business license, as applicable, the Restaurant operator shall submit a plan describing the establishment's designated driver program, which shall be offered by the operator to the establishment's patrons. The plan shall specify how the Restaurant operator will inform patrons of the program, such as offering on the menu a free non - alcoholic drink for every party of two or more ordering alcoholic beverages. (21) In the event Restaurant operator fails to comply with any conditions of approval of this Exhibit, no further permits, licenses, approval or certificates of occupancy for the Restaurant shall be issued to such applicant until such violation has been fully remedied. (22) The Restaurant operator is on notice that all temporary signage is subject to the restrictions of the City's sign ordinance included in Exhibit "E ", SMMC Article 9 (Planning and Zoning) to this Agreement. (23) The Restaurant shall at all times comply with the provisions of the Noise Ordinance (SMMC Chapter 4.12 or any successor thereto). (24) Prior to commence of alcohol service in the Restaurant, the Restaurant operator shall participate in the Santa Monica Alcohol Awareness for Retailers Training (S.M.A.A.R.T.) program conducted by the Santa Monica Police Department. (25) The Restaurant operator authorizes reasonable City inspection of the Restaurant ensure compliance with the conditions set forth in this Exhibit "K" and will bear the reasonable cost of these inspections as established by SMMC Section 2.72.0 10 and Resolution No. 9905 (CCS) of any successor legislation hereto. These inspections shall be no more intrusive as necessary to ensure compliance with this Exhibit "K". Acknowledgement of Restaurant Operator I hereby agree to the above conditions of approval and acknowledge that failure to comply with such conditions shall constitute grounds for potential revocation of the approval to dispense alcoholic beverages. Print Name and Title Signature K -3 Date EXHIBIT "L" STUDENT INTERNSHIP PROGRAM Student Internship Program. Upon completion of any Building in the Creative Office Phase, the Developer of the Creative Office Phase ( "Developer ") shall implement a student internship program (the "Internship Program "), consistent with the following guidelines: 1. Prose. The purpose of the Internship Program is to increase internship opportunities for Santa Monica residents attending high school in Santa Monica or Santa Monica College ( "Targeted Internship Applicants "). 2. Definitions. a. "Employer" means an organization located in Santa Monica. b. "Internship" means a paid (unless taken for school credit) Seasonal, part time, or full time position for which a high school and/or college student would be qualified to perform the duties associated with the position. C. "Seasonal" means a duration of less than one year. 3. Outreach. a. Developer shall designate a "First- Source Hiring Coordinator" (FHC) that shall manage all aspects of the Internship Program. The FHC shall be responsible for reaching out to Employers to offer them information about how to participate in the Internship Program. The FHC shall also be responsible for reaching out to Santa Monica College and Santa Monica high schools to provide information regarding Internship opportunities. In addition to implementation of the Internship Program, the FHC can have other work duties unrelated to the Internship Program. b. On an annual basis, the FHC shall reach out to Employers on -site and in Santa Monica inquiring into the prospective availability of Internships. The FHC shall consolidate information regarding such Internship opportunities and present it to the appropriate contact at Santa Monica high schools and Santa Monica College for circulation amongst the student body. 4. Performance Target. Developer shall provide a consolidated report to Santa Monica High School and Santa Monica College that includes a total of at least six (6) Internship opportunities per calendar year. Internship opportunities may be available either on -site or in the surrounding metro area. Developer shall have the right to offer Internships as an Employer. In the event there is insufficient demand from local students for the Internship opportunities and the Internship opportunities that are offered cannot be filled with qualified candidates (as L -1 determined at Employer's sole and reasonable discretion), Developer's obligations under this program shall be deemed to be satisfied. 5. Term. The Internship Program shall apply for the Life of the Project.. L -2 EXHIBIT "M" RESERVED C&I y 11 r iry ;f, t� r, WN!x; i� n v) ; If) (i 1f? 1 YI n 4j EXHIBIT "N" GRADE DIAGRAM �1 N 1 t ti � l I 'r 4 tn° I 1 II I�1 t N -1 LU rl Uii W II 0 11 (V 11 11 V II N w w F F- F L- W N N Ul fn EXHIBIT "O" CONCEPTUAL TYPICAL STREET SECTIONS FOR TEMPORARY STREET IMPROVEMENTS O -1 ! EAR ƒ, d ■ , . .! .! !; ! � m ! ) / EXHIBIT "O" CONCEPTUAL TYPICAL STREET SECTIONS FOR PERMANENT STREET IMPROVEMENTS O -2 ! d $[ §y ƒ� ■ ! | °n a . � ■ d / m EXHIBIT "P -1" NEBRASKA EXTENSION EASEMENT AREA (46,578 SF) !aS }I$ 4192 P - I r1 1 EXHIBIT y OLYMPIC gDE *AL EEASEMENT AREA (1G0SS)£ - DOW, \» « .ILI §]\ : /�� \ \\. . [} ~ s \ \ M! ( \. l a 01 , . <($ 2 a \` \\ 4-1q� P-2 .y \� : ©<: 6 /� \} EXHIBIT "P -3" NEW WESTERN STREET EASEMENT AREA (16,798 SF) R _ WESTERN STREE EASEMENT AREA j Olympic Btu,' �r P -3 EXHIBIT "P -4" NEW EASTERN STREET EASEMENT AREA (10,924 SF) 1 9 Aue w EXHIBIT "P -5" 26TH STREET SIDEWALK EASEMENT AREA (2,133 SF) 17 -0" (0�V5) - - - ki tT•OR - 'l 11 1 �o o jo v - ;' Olympic Blud P -5 T � ' 26TH STREET EASEMENT AREA 2,133 SF ki tT•OR - 'l 11 1 �o o jo v - ;' Olympic Blud P -5 EXHIBIT "Q" DEVELOPMENT STANDARDS Section 1. Exceptions to Building Height. The following shall he permitted to exceed the maximum permitted Building Height: (1) Vents, stacks, ducts, skylights and steeples provided such projections do not extend more than five feet above the maximum permitted Building Height. (2) Legally required parapets, fire separation walls, and open work safety guard rails that do not exceed forty-two inches in height. (3) Elevator shafts, stairwells, or mechanical room enclosures above the roofline if: (A) The enclosure is used exclusively for housing the elevator, mechanical equipment, or stairs. (B) The elevator shaft does not exceed fourteen feet in height above the roofline and the stairwell enclosure does not exceed fourteen feet in height above the maximum permitted Building Height. (C) The area of all enclosures and other structures identified in paragraph (1) above that extend above the roofline shall not exceed twenty -five percent of the roof area. This limitation shall not apply to solar energy systems. (D) The mechanical equipment is screened in conformance with the Zoning Ordinance. (E) The mechanical equipment enclosure does not exceed twelve feet in height above the maximum permitted Building Height. (4) The screening required pursuant to the Zoning Ordinance of tanks, ventilating fans, or other mechanical equipment required to operate and maintain the Building provided the total area enclosed by all screening does not exceed thirty percent of the roof area. (5) Chimneys may extend no more than five feet above the maximum permitted Building Height. (6) Solar energy systems pursuant to the Zoning Ordinance. Wal (7) One standard television receive -only nonparabolic antenna and one vertical whip antenna may extend no more than twenty -five feet above the roofline, provided that they are not located between the face of any Building and any public street or in any required front or side yard setback. Section 2. Floor Area. The total gross horizontal areas of all floors of a Building, including usable basements and all areas measured from the interior face of exterior walls, or a wall separating two Buildings excluding: (a) Stairways and stairwells; (b) Elevators, elevator equipment rooms and elevator shafts; (c) Ramps to a subterranean or semi - subterranean parking structure or ramps between floors of a parking structure provided the ramp does not accommodate parking; (d) Unenclosed decks, balconies and platforms not used for commercial or restaurant activity; (e) Courtyards, arcades, atria, paseos, walkways and corridors open to the outdoors whether or not covered by a roof provided they are not used for commercial or restaurant activity; (f) The volume above interior courtyards, atria, paseos, walkways and corridors whether covered or not; (g) Subterranean and semi - subterranean parking structures used exclusively for parking and loading and unloading; (h) Loading docks open or covered by a roof or canopy, but otherwise unenclosed and used exclusively for loading and unloading; and (i) Mechanical equipment rooms, electrical rooms, telephone rooms, and similar space, if located below grade. Floor area shall include those areas occupied by the following: (a) Restrooms, lounges, lobbies, kitchens, storage areas, and interior hallways and corridors; (b) The floor area of interior courtyards, atria, paseos, walkways and corridors covered by a roof or skylight; RE Section 3. Floor Area Ratio (FAR). The Floor Area of all Buildings on the parcel divided by the parcel area. Section 4. Grade. The average elevation of the ground level of the parcel surface in its natural state as measured at the intersection of the rear and front setback lines (if any) with the side setback lines of the parcel. Q -3 Reference: Attachment 6 PROJECT PLANS Are available for review in the City Clerk's Office File with Staff Report 01/28/2014 -7A in Legislative File 401 -016 Reference: Attachment 7 FINAL ENVIRONMENTAL IMPACT REPORT AND MITIGATION MONITORING PROGRAM Are available for review in the City Clerk's Office File with Staff Report 01/28/2014 -7A in Legislative File 401 -016 1 l • . • RX6191114 1:. 18 months Earlier of 18 after months after At Outside Co for CofO or 6 Building Is 1st months from Permit Site 1 Site 2 Site 3 Site 4 Site 5 building final CofO for Issuance of any any phase Date phase CRITICAL IMPROVEMENTS Western Nebraska- X X X Permanent Western Nebraska- X X X X X X X Temporary Eastern Nebraska - X X X X X X Permanent Eastern Nebraska - X X X X X X X Temporary Olympic Sidewalk - X X X X X X Permanent Olympic Sidewalk - X X X X X X X Temporary Western Street - Temp Bike /Ped X X X X X Path Western Street - Permanent X X OTHERIMPROVEMENTS Eastern Street - Permanent X X X 26th Street Sidewalk X X Stewart Crosswalk X X X