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O2659
1 City Council Meeting: November 24, 2020 Santa Monica, California ORDINANCE NUMBER 2659 (CCS) (City Council Series) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA APPROVING THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT AMONG THE CITY OF SANTA MONICA, A MUNICIPAL CORPORATION, THE ARCHDIOCESE OF LOS ANGELES EDUCATION AND WELFARE CORPORATION, A CALIFORNIA NON-PROFIT RELIGIOUS CORPORATION, AND THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, A CORPORATION SOLE WHEREAS, pursuant to California Government Code Sections 65864 et seq. and Chapter 9.60 of the Santa Monica Municipal Code (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; and WHEREAS, the Archdiocese of Los Angeles Education and Welfare Corporation, a California non-profit religious corporation (the “Archdiocese”) owns that certain real property in the City of Santa Monica, State of California commonly known as 1030 Lincoln Boulevard (the “Project Land”), which is developed with, among other things, Saint Monica Elementary School (the “Elementary School”), Saint Monica Catholic High School (the “High School”), and a two-story Pastoral Center which includes meeting rooms, parish offices, counseling and ministry resource areas and a chapel (the “Pastoral Center”); and WHEREAS, the Roman Catholic Archbishop of Los Angeles, a corporation sole (the “Archbishop”) owns land adjacent to the Project Land located at 715 California DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 2 Avenue (the “Church Land”), which is developed with Saint Monica Catholic Church and certain related improvements (the “Church”) (the Church, the Elementary School, the High School, the Pastoral Center, the other improvements located on the Project Land and the Church Land, and the uses of that land and the improvements on that land by the Archdiocese and the Archbishop are collectively referred to herein as “Saint Monica”); and WHEREAS, the Archbishop also owns land located at 1140 7th Street, Santa Monica, California (the “7th Street Site”), which is currently used as a surface parking lot containing 26 spaces for use by Saint Monica (the “7th Street Parking Lot”); and WHEREAS, Saint Monica began as a small Santa Monica parish church in 1886 at its current location, and the Project Land and the Church Land have been developed for a variety of religious and educational uses over the years, including: (1) Construction of the rectory in 1925; (2) Relocation of the Elementary School to its present location in 1930; (3) Construction of the High School West Wing in 1938; (4) Construction of the Gymnasium and Spirituality Center in 1946; (5) Construction of the High School East Wing in 1956; (6) Construction of the Pastoral Center in 1960; (7) Construction of the Trepp Center in 1995; and (8) Constructin of the Duval Center in 2000; and WHEREAS, on August 12, 2008, the Archdiocese and the Archbishop filed an Application for a Development Agreement pertaining to development of certain DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 3 improvements (the “Project”) on the Project Land and the Church Land (the “Original DA Application”); and WHEREAS, at a meeting held on March 3, 2009, the City Council authorized the Archdiocese and the Archbishop to apply to the City for a Development Agreement, and authorized the negotiation of a Development Agreement between the City, the Archdiocese, and the Archbishop for the Project; and WHEREAS, Following the filing of the Original DA application, the City prepared an EIR for the Project pursuant to the California Environmental Quality Act (California Public Resources Code Sections 21000 et seq., herein referred to as “CEQA”) and designated SCH No. 2009011032 (the “EIR”); and WHEREAS, on March 17, 2010, the City's Planning Commission held a duly noticed public hearing with respect to the Project, the Original DA Application, and the EIR, and recommended certification of the EIR and adoption of the Original Development Agreement, all based on the requisite findings; and WHEREAS, on April 13, 2010, the City Council held a duly noticed public hearing relating to the Project. Following completion of the hearing, the City Council took the following steps: (1) Adopted Resolution No. 10466 (CCS) certifying the adequacy of the EIR under CEQA and related State and City CEQA guidelines and adopted Resolution No. 10467 (CCS) making the necessary CEQA findings and adopting a Statement of Overriding Considerations; and (2) Adopted Ordinance No. 2310 (CCS) approving the Original Development Agreement and authorizing its execution by the City Manager; and DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 4 WHEREAS, on February 8, 2011, the Archdiocese and the Archbishop on the one hand and the City on the other hand entered into that certain Development Agreement for the Project Land, the Church Land, and the 7th Street Site, which was recorded in the Official Records of the County of Los Angeles, State of California on February 25, 2011 as Instrument No. 20110300047 (the “Original DA”); and WHEREAS, in accordance with the Original DA, the Archdiocese made certain improvements to the Project Land, including: (1) The Pastoral Center was replaced with a new Community Center consisting of three new buildings having approximately 27,500 square feet over a two- level underground garage having approximately 154 spaces; (2) Both the Elementary School and High School facilities were upgraded; (3) Portions of the existing Trepp Center were converted into specialty lab space for use by the Elementary School; (4) The campus courtyard/playground was renovated; (5) Interior renovations to the gymnasium were made; and (6) Utility, interior finish and deferred maintenance upgrades were made to the existing High School West Wing and the existing Elementary School building; and WHEREAS, in accordance with the Original DA, the Project also included (i) an approximately 7,700 square foot addition to the High School’s East Wing, and (ii) modernizations to the existing school auditorium, both of which have not yet been completed; and DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 5 WHEREAS, the initially established Vesting Period under the Original DA was set to expire on May 27, 2017, but prior to that date the Archdiocese and the Archbishop applied for, and were granted by the Community Development Director, an extension of the Vesting Period until May 27, 2020 in order to provide the Archdiocese an the Archbishop with additional time to obtain building permits for the two Project components that have not yet been completed; and WHEREAS, on March 19, 2020 the City Council ratified the proclamation of a local emergency made by the Director of Emergency Services on March 13, 2020, which has been amended and supplemented on numerous occasions thereafter by the Director of Emergency Services and ratified by the City Council (collectively the “Emergency Order”); and WHEREAS, the Emergency Order includes the Third Revised Eighteenth Supplement to the Executive Order, issued by the Director of Emergency Services on August 13, 2020, which among other things, provides that all deadlines for planning review and permit-related actions pending as of March 13, 2020 are extended for a period of two years; and WHEREAS, pursuant to the Emergency Order, the Vesting Period as initially established in the Original DA has been extended until at least May 27, 2022; and WHEREAS, on June 23, 2015, the City Council adopted Ordinance Number 2486 (CCS) (the “Zoning Ordinance Update”), which: repealed the existing Zoning Ordinance, Chapter 9.04 of Article 9 of the Santa Monica Municipal Code, and added a new comprehensive Zoning Ordinance, Chapter 9.01 through Chapter 9.52, to Article 9 of the Santa Monica Municipal Code repealed Chapters 9.08 through 9.72 of Article 9 of the DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 6 Santa Monica Municipal Code and added new Chapters 9.53 through 9.68 to Article 9 of the Santa Monica Municipal Code to establish Land Use and Zoning Related Provisions; and implemented the new comprehensive Zoning Ordinance by repealing the existing Official Distracting Map and Adopting a New Final Official Districting Map; and WHEREAS, under the Zoning Ordinance Update, the 7th Street Parking Lot is no longer a permitted use or a conditionally permitted use on the 7th Street Site, which is in the City’s R2 zoning district, and, therefore, is a nonconforming use; and WHEREAS, on November 8, 2018, the Archdiocese and the Archbishop filed an application to amend the Original DA (the “DA Amendment”). As revised since the filing of the application, the DA Amendment would amend the Original DA to: (1) Expand community access to Saint Monica’s meeting space; (2) Provide for community access to Saint Monica’s auditorium located on the south-east end of the Saint Monica campus just north of Holy Grounds coffee shop and gift store off of California Avenue between Lincoln Boulevard and 7th Street (“South Auditorium”); (3) Provide public parking on the Saint Monica campus for City- sponsored events at Christine Emerson Reed Park and Miles Memorial Playhouse; (4) Require closure of the existing 7th Street Parking Lot on the 7th Street Site and restrict subsequent use of the 7th Street Site to multi-family residential only; (5) Modify its provision with respect to parking on the 7th Street Site to include an expiration provision; and DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 7 (6) Update the Original DA’s standard provisions consistent with current City practice; and WHEREAS, the City, the Archdiocese, and the Archbishop agree that the public is best served by incorporating the provisions of the DA Amendment into a Restated and Amended Development Agreement (the “Restated DA”), which shall replace and supersede the Original DA; and WHEREAS, on November 6, 2019, the City’s Planning Commission held a duly noticed public hearing with respect to the DA Amendment and adopted its recommendation to the City Council pursuant to Santa Monica Municipal Code Section 9.60.080(A); and WHEREAS, on November 10, 2020, the City Council held a duly noticed public hearing with respect to the DA Amendment and the Restated DA, and following completion of the hearing introduced for first reading this Ordinance approving the Restated DA; and WHEREAS, the City Council finds and determines that the public interest is best served by the Restated DA, which incorporates additional Public Benefits in addition to the Public Benefits required by the Original DA and promotes certain goals and policies contained in the City’s 1984 Land Use and Circulation Element of its General Plan, as amended (the “1984 LUCE”), in place at the time the Original DA was approved, as well as certain goals and policies contained in the City’s 2010 Land Use and Circulation Element of its General Plan, as amended (the “2010 LUCE”); and WHEREAS, the City Council finds and determines that the Restated DA is appropriate in order to (a) eliminate uncertainty in planning and result in orderly DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 8 development by granting vested rights to the Archdiocese and the Archbishop as permitted under the Development Agreement Statutes, (b) secure for the City improvements that benefit the public, (c) ensure the provision of community benefits as envisioned in the 1984 LUCE, (d) assure installation of necessary improvements on the Project Land and Church Land, (e) provide for public infrastructure and services appropriate to development of the Project, (f) preserve substantial City discretion in reviewing subsequent development of the Project Land and the Church Land, and (g) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted; and WHEREAS, the City Council has (1) specifically considered and approved the impacts and benefits of the Project and concluded that the Restated DAt is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region and appropriately promotes the goals, objectives and policies of the 1984 LUCE and 2010 LUCE; (2) determined that the City has complied with all procedures required by the Development Agreement Statutes with respect to the Restated DA; and (3) duly authorized the City to enter into and perform its obligations under the Restated DA; and WHEREAS, the Restated DA is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region and the City has specifically considered and approved the impact and benefits of the development of the Project on the Project Land and the Church Land in accordance with the Restated DA; and DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 9 WHEREAS, the City has specifically considered and approved the impact and benefits of the development of the Project on the Church Land and the Project Land in accordance with the Restated DA upon the welfare of the region, specifically, consistent with the 1984 LUCE, the Project will provide a number of significant project features and community benefits; and WHEREAS, the City Council finds that the proposed Restated DA is consistent with the objectives, policies, general land uses, and programs specified in the 1984 LUCE and the 2010 LUCE, as described below and as detailed in the accompanying City Council staff report prepared for this Project and exhibits thereto, including but not limited to the following specific findings (“Findings”): 1. The proposed Restated DA 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 is consistent with Land Use Objective 1.2 which seeks to ensure compatibility of adjacent land uses, with particular concern for protecting residential neighborhoods. The project will encourage construction of housing on the 7th Street Site and reduce the existing parking deficit and improve the availability of parking on-site, resulting in an increase of available street parking for nearby residents. In addition, the proposed Restated DA will provide public meeting space options and new shared parking opportunities for City-sponsored events, providing a neighborhood benefit. Furthermore, a Transportation Demand Management (“TDM”) plan will reduce campus parking demand and trips generated by the use within the area, thereby improving the compatibility of the use with the nearby residential properties. The project is also consistent with Urban Design Policy 3.1.3 which states that the design of new buildings should respect the DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 10 character of nearby historic resources. The proposed Community Center conforms to the Secretary of the Interior’s Standards for Rehabilitation in terms of its architectural design, proportions, bulk, scale and materials. 2. The proposed Restated DA is compatible with the uses authorized in the district in which the real property is located, in that the Project Land, the Church Land, and the 7th Street Site are all located in the R2 low density multiple-family residential district, which conditionally permits schools and places of worship. The proposed increase of on-site parking will allow those parishioners who currently utilize nearby street parking to park on the project site. This will reduce the demand for street parking within the residential neighborhood, while increasing the street parking availability for residents. With additional parking available on the project site, the amount of “cruising” that is often required to find street parking would be reduced on nearby streets thereby improving overall circulation around the site. Therefore, the project will be beneficial in providing additional parking spaces for the campus, which indirectly results in additional street spaces for the neighborhood throughout the week. The project will also establish a vehicular circulation plan for the different campus activities, which will allow Saint Monica to manage overall vehicular circulation of the site and use of the parking spaces. Furthermore, the applicant will implement a TDM plan with programs aimed at students and parishioners that will reduce overall parking demand and vehicular trips within the area. 3. The proposed Restated DA is in conformity with the public necessity, public convenience, general welfare, and good land use practices, in that it will allow for improvements to the existing facilities and programming available to students, DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 11 parishioners, and the community. Hardscape and landscaping improvements are proposed for the courtyard, acoustical improvements to the auditorium, and interior renovations to the gymnasium and elementary school/high school west buildings. The project will upgrade school and church facilities on the Saint Monica campus in efforts to enhance the academic environment for students. 4. The proposed Restated DA will not be detrimental to the health, safety, and general welfare, in that the Restated DA will allow improvements to the existing facilities and programming available to students, parishioners, and the community. The project will also reduce the existing parking deficit and improve the availability of parking on-site, resulting in an increase of available street parking for nearby residents. Furthermore, the traffic impacts identified in the Environmental Impact Report are not based on additional trips generated by the project, but are based on the shifting of traffic patterns due to a proposed vehicular access plan that will manage vehicles accessing the site. The additional parking spaces provided on-site will also cause a shift in traffic as parishioners will attempt to access the available parking instead of “cruising” for street parking within the neighborhood. 5. The proposed Restated DA will not adversely affect the orderly development of the property, in that the Restated DA facilitates improvements to existing facilities and the construction of a new community center, in which the building design conforms to the Secretary of the Interior’s Standards for Rehabilitation in terms of its architectural design, proportions, bulk, scale and materials. The project will also reduce the existing parking deficit and improve the availability of parking on-site. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 12 6. The proposed Restated DA will have a positive fiscal impact on the City, in that although Saint Monica is exempt from City business license taxes, the proposed coffee bar located in the bookstore will be available to the public, and will therefore be subject to taxes on revenue. Moreover, since the applicant is a non-profit organization, the fiscal impact on the City is neutral, and thereby will not have a negative fiscal impact to the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. The above referenced recitals are true and correct and incorporated herein by reference. SECTION 2. Based upon Findings 1-6, the Amended and Restated Development Agreement by and among the City of Santa Monica, a municipal corporation, the Archdiocese of Los Angeles Education and Welfare Corporation, a California non-profit religious corporation, and the Roman Catholic Archbishop of Los Angeles, a corporation sole, attached hereto as Exhibit A and incorporated herein by reference (the “Restated DA”), is hereby approved. SECTION 3. Each and every term and condition of the Restated DA 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 the Restated DA, to the extent of such inconsistencies and no further, be repealed or modified to that extent necessary to make fully effective the provisions of the Restated DA. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 13 SECTION 4. Any provision of the Santa Monica Municipal Code or appendices thereto, inconsistent with the provisions of this Ordinance or the Restated DA, 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 and the Restated DA. SECTION 5. If any section, subsection, sentence, clause or phrase of this Ordinance or the Restated DA is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance and the Restated DA. The City Council hereby declares that it would have passed this Ordinance and approved the Restated DA and each and every section, subsection, sentence, clause, or phrase of this Ordinance and the Restated DA not declared invalid or unconstitutional without regard to whether any portion of the Ordinance or the Restated DA would be subsequently declared invalid or unconstitutional. SECTION 6. 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 become effective 30 days from its adoption. APPROVED AS TO FORM: _______________________ GEORGE S. CARDONA Interim City Attorney DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Recording Requested By: City of Santa Monica When Recorded Mail To: City of Santa Monica City Planning Division—Mail Stop 28 1685 Main Street Santa Monica, CA 90401 Attention: Planning Manager Space Above Line For Recorders Use No Recording Fee Required California Government Code Section 27383 AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND AMONG CITY OF SANTA MONICA AND ARCHDIOCESE OF LOS ANGELES EDUCATION AND WELFARE CORPORATION AND THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 1 Table Of Contents RECITALS .................................................................................................................... 2 Article 1 DEFINITIONS .............................................................................................. 7 Article 2 THE PROJECT .......................................................................................... 11 Article 3 DEVELOPMENT OF THE PROJECT ........................................................ 14 Article 4 CONSTRUCTION ...................................................................................... 17 Article 5 PROJECT FEES, EXACTIONS, MITIGATION MEASURES CONDITIONS AND PUBLIC BENEFITS ................................................... 17 Article 6 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS ......... 18 Article 7 CITY TECHNICAL PERMITS .................................................................... 21 Article 8 AMENDMENT AND MODIFICATION ........................................................ 23 Article 9 TERM ........................................................................................................ 23 Article 10 PERIODIC REVIEW OF COMPLIANCE ................................................... 24 Article 11 DEFAULT .................................................................................................. 25 Article 12 MORTGAGEES ......................................................................................... 29 Article 13 TRANSFERS AND ASSIGNMENTS ......................................................... 31 Article 14 INDEMNITY TO CITY ................................................................................ 32 Article 15 ADDITIONAL AGREEMENTS ................................................................... 33 Article 16 GENERAL PROVISIONS ……………………………………………………...33 Exhibits Exhibit “A” Legal Description of Project Land Exhibit “B” Legal Description of the Church Land Exhibit “C” Legal Description of the 7th Street Site Exhibit “D” Project Plans Exhibit “E” Assignment and Assumption Agreement Exhibit “F” Existing Regulations Exhibit “G” Construction Monitoring Plan Exhibit “H” Construction Permit Fees, Annual Development Agreement Compliance Review Fees, and Environmental Mitigation Monitoring Fees. Exhibit “I” Mitigation Monitoring Program Exhibit “J” Conditions of Approval, including EIR Historic Mitigation Measures Exhibit “K” [Intentionally Deleted] Exhibit “L” Public Benefits Exhibit “M” Outside User Agreement Exhibit “N” Mutual Rescission and Release Agreement DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 2 AMENDED AND RESTATED DEVELOPMENT AGREEMENT This Amended and Restated Development Agreement (this “Restated Agreement”), dated for reference purposes ___________, 2020, is entered into by and among the ARCHDIOCESE OF LOS ANGELES EDUCATION AND WELFARE CORPORATION, a California non-profit religious corporation (the “Archdiocese”), THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, a California corporation sole (the “Archbishop”) (collectively, “Saint Monica”), 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: A. Pursuant to California Government Code Sections 65864 et seq. and Chapter 9.60 of the Santa Monica Municipal Code (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. The Archdiocese owns that certain real property located at 1030 Lincoln Boulevard in the City of Santa Monica, State of California and more particularly described in Exhibit “A” attached hereto and incorporated herein by reference (the “Project Land”). The Project Land is developed with, among other things, Saint Monica Elementary School (the “Elementary School”), Saint Monica Catholic High School (the “High School”), and a two-story Pastoral Center which includes meeting rooms, parish offices, counseling and ministry resource areas and a chapel (the “Pastoral Center”). C. The Project Land is adjacent to land located at 715 California Avenue in the City of Santa Monica, State of California and more particularly described in Exhibit “B” attached hereto and incorporated herein by reference (the “Church Land”). The Church Land is owned by the Archbishop and is developed with Saint Monica Catholic Church and certain related improvements (the “Church”). Collectively, the Elementary School, the High School, the Pastoral Center, the Church and other improvements located on the Project Land and the Church Land, and the uses of such improvements by Saint Monica, are referred to herein as the “Saint Monica Catholic Community” and the “Saint Monica’s Campus”. D. The Archbishop also owns land located at 1140 7th Street in the City of Santa Monica, State of California and more particularly described in Exhibit “C” attached hereto and incorporated herein by reference (the “7th Street Site”), which is currently used as a surface parking lot currently containing 26 spaces for use by the Saint Monica Catholic Community (the “7th Street Parking Lot”). DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 3 E. The Saint Monica Catholic Community began as a small Santa Monica parish church in 1886 at its current location. The Project Land and the Church Land have been developed for a variety of religious and educational uses over the years, including: (1) Construction of the rectory in 1925; (2) Relocation of the Elementary School to its present location in 1930; (3) Construction of the High School West Wing in 1938; (4) Construction of the Gymnasium and Spirituality Center in 1946; (5) Construction of the High School East Wing in 1956; and (6) Construction of the Pastoral Center in 1960. F. After the adoption of the City's prior Zoning Code in 1988, the Trepp Center in 1995 and the Duval Center in 2000 were constructed on the Project Land. Both of these buildings required issuance of Conditional Use Permits (92-048 and 97- 019) and Variances (92-039 and 97-026) for parking and height deviations. G. In 2000, another Conditional Use Permit (99-027) was approved to change the status of the Project Land, the Church Land, and the buildings thereon from legal non-conforming uses to legal conforming uses and allow construction of the 7th Street Parking Lot. H. On August 12, 2008, the Archdiocese and the Archbishop filed an Application for a Development Agreement pursuant to Section 9.48.020 of the Santa Monica Municipal Code pertaining to development of certain improvements (the “Project”) on the Project Land and the Church Land (the “Original DA Application”). I. At a meeting held on March 3, 2009, the City Council authorized the Archdiocese and the Archbishop to apply to the City for a Development Agreement, and authorized the negotiation of a Development Agreement between the City, the Archdiocese, and the Archbishop for the Project. J. Following the filing of the Original DA application, the City prepared an EIR pursuant to the California Environmental Quality Act (California Public Resources Code Sections 21000 et seq. herein referred to as “CEQA”) and designated SCH No. 2009011032 (the “EIR”). K. On March 17, 2010, the City's Planning Commission held a duly noticed public hearing with respect to the Project, the Original DA Application, and the EIR, and recommended certification of the EIR and adoption of the Original Development Agreement, all based on the requisite findings. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 4 L. On April 13, 2010, the City Council held a duly noticed public hearing relating to the Project. Following completion of the hearing, the City Council took the following steps: (1) Adopted Resolution No. 10466 (CCS) certifying the adequacy of the EIR under CEQA and related State and City CEQA guidelines, and adopted Resolution No. 10467 (CCS) making the necessary CEQA findings and adopting a Statement of Overriding Considerations; and (2) Adopted Ordinance No. 2310 (CCS) approving the Original Development Agreement and authorizing its execution by the City Manager. M. On February 8, 2011, the Archdiocese and the Archbishop on the one hand and the City on the other hand entered into that certain Development Agreement for the Project Land, the Church Land, and the 7th Street Site, which was recorded in the Official Records of the County of Los Angeles, State of California on February 25, 2011 as Instrument No. 20110300047 (the “Original DA”). N. In accordance with the Original DA, the Archdiocese made certain improvements to the Project Land, including the following, as more particularly shown on the Project Plans attached hereto as Exhibit “D” (the "Project Plans"): (1) The Pastoral Center was replaced with a new Community Center consisting of three new buildings having approximately 27,500 square feet over a two- level underground garage having approximately 154 spaces; (2) Both the Elementary School and High School facilities were upgraded; (3) Portions of the existing Trepp Center were converted into specialty lab space for use by the Elementary School; (4) The campus courtyard/playground was renovated; (5) Interior renovations to the gymnasium were made; and (6) Utility, interior finish and deferred maintenance upgrades were made to the existing High School West Wing and the existing Elementary School building. O. In accordance with the Original DA, in addition to the above listed improvements in Recital N, the Project and Project Plans also included (i) an approximately 7,700 square foot addition to the High School’s East Wing and (ii) modernizations to the existing school auditorium, both of which have not yet been completed. P. The initially established Vesting Period, as defined in Section 3.1(b) below, under the Original DA was set to expire on May 27, 2017, but prior to that date DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 5 Saint Monica applied for, and was granted by the Community Development Director, an extension of the Vesting Period until May 27, 2020. Saint Monica sought and obtained such extension in order to have additional time to obtain building permits for the two uncompleted Project components as identified above in Recital O. Q. On March 19, 2020 the City Council ratified the proclamation of a local emergency made by the Director of Emergency Services on March 13, 2020, which has been amended and supplemented on numerous occasions thereafter by the Director of Emergency Services and ratified by the City Council (collectively the “Emergency Order”). The Emergency Order includes the Third Revised Eighteenth Supplement to the Executive Order, issued by the Director of Emergency Services on August 13, 2020, which among other things, provides that all deadlines for planning review and permit- related actions pending as of March 13, 2020 are extended for a period of two years. Pursuant to the Emergency Order, the Vesting Period as initially established in the Original DA has been extended until at least May 27, 2022. R. On June 23, 2015, the City Council adopted Ordinance Number 2486 (CCS) (the “Zoning Ordinance Update”), which repealed the existing Zoning Ordinance, Chapter 9.04 of Article 9 of the Santa Monica Municipal Code, and added a new comprehensive Zoning Ordinance, Chapter 9.01 through Chapter 9.52, to Article 9 of the Santa Monica Municipal Code; repealed Chapters 9.08 through 9.72 of Article 9 of the Santa Monica Municipal Code and added new Chapters 9.53 through 9.68 to Article 9 of the Santa Monica Municipal Code to establish Land Use and Zoning Related Provisions; and implemented the new Zoning Ordinance by repealing the existing Official Distracting Map and Adopting a New Final Official Districting Map. S. Under the Zoning Ordinance Update, the 7th Street Parking Lot is no longer a permitted use or a conditionally permitted use on the 7th Street Site, which is in the City’s R2 zoning district, and, therefore, is a nonconforming use. T. On November 8, 2018, Saint Monica filed an application to amend the Original DA (the “DA Amendment”). As revised since the filing of the application, the DA Amendment would amend the Original DA to: (1) Expand community access to Saint Monica’s meeting space; (2) Provide for community access to Saint Monica’s auditorium located on the south-east end of the Saint Monica Campus just north of Holy Grounds coffee shop and gift store off of California Avenue between Lincoln Boulevard and 7th Street (“South Auditorium”); (3) Provide public parking on the Saint Monica’s Campus for City- sponsored events at Christine Emerson Reed Park and Miles Memorial Playhouse; (4) Require closure of the existing 7th Street Parking Lot on the 7th Street Site and restrict subsequent use of the 7th Street Site to multi-family residential only, subject to the requirements as set forth in Exhibit “L” to first offer the 7th Street Site for sale to an affordable housing developer; DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 6 (5) Modify its provision with respect to parking on the 7th Street Site to include an expiration provision; and (6) Update the Original DA’s standard provisions consistent with current City practice. U. The City and Saint Monica agree that the public is best served by incorporating the provisions of the DA Amendment into this Restated Agreement, which replaces and supersedes the Original DA on the Restated Effective Date of this Restated Agreement. V. On November 6, 2019, the City’s Planning Commission held a duly noticed public hearing with respect to the DA Amendment, and adopted its recommendation to the City Council pursuant to Santa Monica Municipal Code Section 9.60.080(A). W. On November 10, 2020, the City Council held a duly noticed public hearing with respect to the DA Amendment and this Restated Agreement. Following completion of the hearing, the City Council adopted Ordinance No. _______ (CCS) approving the Restated Agreement and authorizing its execution by the City Manager. X. In approving this Restated Agreement, the City Council determined that the public interest is best served by this Restated Agreement, which incorporates additional Public Benefits in addition to the Public Benefits required by the Original DA and promotes certain goals and policies contained in the City’s 1984 Land Use and Circulation Element of its General Plan, as amended (the “1984 LUCE”), in place at the time the Original DA was approved, as well as certain goals and policies contained in the City’s 2010 Land Use and Circulation Element of its General Plan, as amended (the “2010 LUCE”) (the 1984 LUCE and 2010 LUCE are referred to collectively as the “LUCE”). Y. The City Council has determined that this Restated Agreement is appropriate in order to (a) eliminate uncertainty in planning and result in orderly development by granting vested rights to Saint Monica as permitted under the Development Agreement Statutes, (b) secure for the City improvements that benefit the public, (c) ensure the provision of community benefits as envisioned in the 1984 LUCE, (d) assure installation of necessary improvements on the Project Land and Church Land, (e) provide for public infrastructure and services appropriate to development of the Project, (f) preserve substantial City discretion in reviewing subsequent development of the Project Land and Church Land, and (g) otherwise achieve the goals and purposes for which the Development Agreement Statutes were enacted. Z. The City Council has (1) specifically considered and approved the impacts and benefits of the Project and concluded that this Restated Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region and appropriately promotes the goals, objectives and policies of the LUCE, (2) determined that the City has complied with all procedures required by the DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 7 Development Agreement Statutes with respect to this Restated Agreement, and (3) duly authorized the City to enter into and perform its obligations under this Restated Agreement. AA. This Restated Agreement is consistent with the public health, safety, and welfare needs of the residents of the City and the surrounding region. The City has specifically considered and approved the impact and benefits of the development of the Project on the Project land and Church Land in accordance with this Restated Agreement upon the welfare of the region. Consistent with the LUCE, the Project will provide a number of significant project features and community benefits as set forth in Section 2.4 and Exhibit “L” of this Restated Agreement. BB. The City, the Archdiocese, and the Archbishop also intend that this Restated Agreement include provisions dealing with required parking for the Santa Monica’s Campus. NOW THEREFORE, in consideration for the covenants and conditions hereinafter set forth, the City, the Archdiocese, and the Archbishop hereby agree as follows: Article 1 DEFINITIONS Capitalized terms not defined below shall have the meanings set forth in the City’s Zoning Ordinance. The terms defined below have the meanings in this Restated Agreement as set forth below unless the Restated Agreement expressly requires otherwise: 1.1 “7th Street Parking Lot” and “7th Street Site” have the meanings given those terms in Recital D. 1.2 “Applicable Permit Fees” means all processing and permit fees required by the City in connection with the filing and processing of any Technical Permit Application as of the date when the Technical Permit Application is filed, provided that such fees are uniformly in force and effect throughout the City. 1.3 “ARB” means the City’s Architectural Review Board, as it may be constituted from time to time, or its successor. 1.4 “Archbishop” and “Archdiocese” have the meanings given those terms in the Preamble. 1.5 “Assumption Agreement” means an Assignment and Assumption Agreement in the form attached hereto as Exhibit “E”. 1.6 “Building Height” means the height measurement for buildings as defined in Section 2.6(b) below. 1.7 “City” has the meaning given that term in the Preamble. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 8 1.8 “CEQA” has the meaning given that term in Recital J. 1.9 “Church Land” has the meaning given that term in Recital C. 1.10 “City Council” means the City Council of the City of Santa Monica, as it may be constituted from time to time or its successor. 1.11 “City Parties” means the City, its City Council, boards and commissions, officers, agents, employees, volunteers and other representatives. 1.12 “Code” means the Santa Monica Municipal Code as in effect on the Effective Date. 1.13 “Default” means the failure by either party to substantially perform any term, covenant or condition in this Restated Agreement which is required on its part to be performed. 1.14 “Development Agreement Statutes” has the meaning given to the term in Recital A. 1.15 “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 any of the City Parties. An application for issuance of a permit or other entitlement which requires any of the City Parties to use fixed standards or objective measurements and merely apply the law to the facts as presented, but no special discretion or judgment, in determining whether there has been compliance with applicable statutes, ordinances, regulations, or conditions of approval does not involve a Discretionary Approval. 1.16 “Effective Date” means May 27, 2010, the date the Ordinance approving the Original Agreement became effective. 1.17 “EIR” has the meaning given that term in Recital J. 1.18 “Emergency Order” shall have the meaning given that term in Recital Q and shall include the City’s Third Revised Eighteenth Supplement to the Executive Order of the Director of Emergency Services Declaring the Existence of a Local Emergency issued on August 18, 2020. 1.19 “Estoppel Certificate” shall have the meaning given that term in Section 16.6 below. 1.20 “Excusable Delays” shall have the meaning given that term in Section 16.8 below. 1.21 “Existing Regulations” means, collectively, all of the following which are in force and effect as of the Effective Date: (a) the Santa Monica General Plan, (b) the Code, including the Zoning Code; and (c) any and all other ordinances, rules, DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 9 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 therefor. The Existing Regulations have been assembled by the City and Saint Monica and are attached hereto as “Exhibit F.” 1.22 “Floor Area” has the meaning given that term in the Zoning Code. 1.23 “General Plan” means the General Plan of the City of Santa Monica, as of the Effective Date and all elements thereof. 1.24 “Hearing Notice” shall have the meaning given that term by applicable law. 1.25 “Including” means including, but not limited to. 1.26 “LEED Rating System” means the Green Building Rating System For New Construction & Major Renovations, in effect at the time that project plans are submitted to the Architecture Review Board, unless another version is mutually agreeable to the parties. 1.27 “Legal action” means any action in law or equity. 1.28 “1984 LUCE,” “2010 LUCE” and "LUCE" have the meanings given those terms in Recital X. 1.29 “Major Modifications” shall have the meaning given that term in Section 3.2(b) below. 1.30 “Minor Modifications” shall have the meaning given that term in Section 3.2(a) below. 1.31 “Mortgage” means a mortgage, deed of trust or other security device encumbering the Property, or any portion thereof or any improvement thereon, securing financing with respect to all or a portion of the Property. 1.32 “Mortgagee” means the mortgagee or beneficiary under a Mortgage. 1.33 “Secured Lender’s Cure Period” shall have the meaning given that term in Section 12.2(b) below. 1.34 “New Technical Requirements” means revisions to the Technical Codes made after the Effective Date which are necessary to meet new technical requirements related to techniques of building and construction. 1.35 “Notice of Breach” shall have the meaning given that term in Section 11.1(a) below. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 10 1.36 “Original DA” has the meaning given that term in Recital M. 1.37 “Original DA Application” has the meaning given that term in Recital H. 1.38 “Periodic Review” has the meaning given that term in Section 10.1 below. 1.39 “Planning Commission” means the Planning Commission of the City of Santa Monica, as it may be constituted from time to time, or its successor. 1.40 “Community Development Director” means the Director of the Community Development Department of the City of Santa Monica, or his or her successor or designee. 1.41 “Project” has the meaning given that term in Recital H. 1.42 “Project Land” has the meaning given that term in Recital B. 1.43 “Project Plans” has the meaning given that term in Recital N. 1.44 “Property” means the Project Land, all improvements thereon and all easements, rights of way, hereditaments and other real property interests associated therewith. 1.45 “Public Benefits” has the meaning given that term in Section 2.4 below. 1.46 “Request for Notice” means a written notice given to the City by a Mortgagee specifying the name and address of such Mortgagee and attaching thereto a true and complete copy of the Mortgage held by such Mortgagee. 1.47 “Restated Agreement” means this Amended and Restated Development Agreement, as amended from time to time in accordance with the provisions hereof and the Development Agreement Statutes. 1.48 “Restated Effective Date” means the date the Ordinance approving this Restated Agreement becomes effective. 1.49 “Saint Monica” means the Archdiocese and the Archbishop, in their collective capacity as the civil law record owners of the real estate assets and improvements that constitute the canonical entity of the parish of Saint Monica, including, but not limited to the parish church and the other worship, administrative and residential facilities as well as the elementary and secondary school and the other assets related to the operations of the same. 1.50 “Saint Monica Catholic Community” and “Saint Monica’s Campus” have the meanings given those terms in Recital C. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 11 1.51 “South Auditorium” has the meaning given that term in Recital T. 1.52 “Subsequent Code Changes” means, collectively, 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: (a) any amendments, revisions, additions or deletions to the Existing Regulations, or (b) 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 or regulating wages or benefits. “Subsequent Code Changes” includes, without limitation, any amendments, revisions or additions to the Existing Regulations imposing or requiring the payment of any fee, special assessment or tax. 1.53 “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 or reasonably desired by Saint Monica 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 permits, including foundation-only permits, (b) related mechanical, electrical, plumbing and other technical permits, (c) demolition, excavation, shoring and grading permits, and (d) certificates of occupancy. 1.54 “Technical Codes” means the Administrative and Technical Construction Codes of the City (Article VIII of the Code). 1.55 “Technical Permit Applications” means any applications required to be filed by Saint Monica for any Technical City Permits. 1.56 “Term” shall have the meaning given that term in Section 9.2(a) below. 1.57 “Transferee” shall have the meaning given that term in Article 13 below. 1.58 “Vesting Period” means the period described in Section 3.1(b) below, as it may be extended pursuant to the provisions of this Restated Agreement. 1.59 “Zoning Code” means Chapter 9 of the Code as in effect on the Effective Date and which is included in the Existing Regulations. Article 2 THE PROJECT 2.1 General Description. The Project includes all aspects of the proposed development of the Project Land as more particularly described in this Restated Agreement and on the Project Plans. In the event of a conflict or inconsistency between the text of this Restated Agreement and the Project Plans, the Project Plans will prevail. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 12 2.2 Principal Components Of The Project. The Project consists of the following elements, all of which are hereby approved by the City subject to the other provisions of this Restated Agreement: (a) Demolition of the Pastoral Center and construction of a new Community Center, consisting of three new buildings containing approximately 27,500 square feet of aggregate floor area constructed over a new two-level subterranean parking garage with approximately 154 parking spaces. (b) Upgrading both the Elementary School and High School facilities and incorporating an addition to the East Wing of the High School containing approximately 7,700 square feet of floor area. (c) Converting portions of the Trepp Center into specialty laboratory classrooms. (d) Renovating the campus courtyard/playground. (e) Making interior renovations to the gymnasium. (f) Modernizing the existing school auditorium. (g) Making utility, interior finish and deferred maintenance upgrades to the existing High School West Wing and the existing Elementary School building. (h) Saint Monica shall be required to design and construct the Community Center to achieve a minimum LEED Silver certification in accordance with Exhibit “J” Condition of Approval No. 1. 2.3 Uses. (a) [Reserved.] (b) Project Uses. The following uses are hereby permitted in the Project by the Saint Monica Catholic Community to the extent reflected in the Project Plans: place of worship, rectory, meeting and assembly spaces, offices, counseling and ministry, chapel, bookstore, underground parking, educational facilities, and such other uses that are reasonably ancillary to the specified uses. Saint Monica shall not be obligated to obtain any additional Discretionary Approvals with respect to such uses. 2.4 Public Benefits. The Project shall provide the following benefits (the “Public Benefits”) to the public: (a) public access to community event space at the South Auditorium available to City Departments, community groups, and non-profit organizations; (b) neighborhood use of 15 parking spaces located at the 7th Street Site so long as it continues to be used as a parking lot; (c) public access to community meeting space available to City Departments, community groups, and non-profit organizations; (d) public use of the bookstore and coffee bar during all operating hours; DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 13 (e) implementing a transportation demand management plan; (f) public use of the subterranean parking garage located on the Saint Monica’s Campus during City- sponsored events at Christine Emerson Reed Park and Miles Memorial Playhouse; and (g) requiring the eventual termination of the existing nonconforming parking use of the 7th Street Site and deed restricting the future use of the 7th Street Site to multifamily residential use only, subject to the requirements as set forth in Exhibit “L” to first offer the 7th Street Site for sale to an affordable housing developer. Public Benefits are more particularly described in Exhibit “L”. 2.5 Parking. As shown on the Project Plans, the Project shall include a two-level underground parking garage having approximately 154 spaces, surface parking of approximately 143 spaces, and, so long as it continues to be used as a parking lot, 26 spaces at the 7th Street Site. 2.6 Design. ( a ) Setbacks. Saint Monica shall maintain the setbacks for the Project as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Code and the setbacks required by this Restated Agreement, the setbacks established by this Restated Agreement shall prevail. ( b ) Building Height. The height of the buildings shall be as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Code and the building height allowed by this Restated Agreement, then the building height allowed by this Restated Agreement shall prevail. ( c ) Stepbacks. Saint Monica shall maintain the stepbacks for the Project as set forth on the Project Plans. In the event that any inconsistencies exist between the Zoning Code and the stepbacks required by this Restated Agreement, the stepbacks established by this Restated Agreement shall prevail. ( d ) Permitted Projections. Projections shall be permitted as reflected on the Project Plans. ( e ) Signage. Signage location as reflected on the Project Plans shall be permitted without review by the ARB, however design review of all proposed signage shall be subject to ARB review. ( f ) Secretary of the Interior’s Standards for Rehabilitation. The Project Plans are consistent with the Secretary of the Interior’s Standards for Rehabilitation. Specifically, the proposed buildings are compatible with, but not imitative of, the Spanish Revival style of the Saint Monica’s Campus, in terms of design, proportions, bulk, scale, and materials including window and door treatments, roofing, and cladding materials. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 14 Article 3 DEVELOPMENT OF THE PROJECT 3.1 Vested Rights. (a) 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 Saint Monica 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 Saint Monica shall be in a half-size set. Further detailed plans for the construction of the Project and improvements, including, without limitation, structural plans and working drawings, shall be prepared by Saint Monica subsequent to the Effective Date based upon the Project Plans. (b) Right to Develop. During the Vesting Period (as defined below in this Section 3.1(b)) of this Restated Agreement, Saint Monica 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 may be modified from time to time in accordance with this Restated Agreement); (ii) any Minor Modifications thereto which are approved in accordance with Section 3.2(a) below; (iii) any Major Modifications which are approved pursuant to Section 3.2 (b) below; and (iv) the requirements and obligations of Saint Monica related to the improvements which are specifically set forth in this Restated Agreement, and (b) use and occupy the Project for the permitted uses set forth in this Restated Agreement. For purposes of this Restated Agreement, the term “Vesting Period” shall mean the period that shall expire on May 27, 2022, unless further extended by the City Council or in accordance with the Emergency Order, as may be amended, supplemented and modified by the City Council. (c) Except as expressly set forth in this Restated Agreement, the City shall have no further discretion over the elements of the Project which have been delineated in the Project Plans or described in this Restated Agreement and to the extent of any inconsistencies between this Restated Agreement and the Existing Regulations (except for the General Plan), this Restated Agreement shall control. A change to the Existing Regulations after the Effective Date shall not constitute a basis for revoking any approval given or deemed to be given pursuant to this Restated Agreement. 3.2 Modifications. (a) Minor Modifications to Project. Saint Monica, with approval of the Community Development Director, may make minor changes to the Project or Project Plans (“Minor Modifications”) without amending this Restated Agreement, provided that the Community Development Director makes the following specific findings that the Minor Modifications: (i) are consistent with the Project as approved by the City Council; (ii) are consistent with the provisions, purposes, and goals of this Restated Agreement; (iii) are not detrimental to the public health, safety, convenience, or general welfare; and (iv) will not significantly and adversely affect the public benefits DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 15 associated with the Project. In addition, any modification approved by the Community Development Director pursuant to Subsection (d) shall constitute a Minor Modification. The Community Development Director shall notify the Planning Commission and City Council in writing of any Minor Modifications approved pursuant to this Section 3.2(a). Any proposed change which the Community Development Director denies as not qualifying for a Minor Modification based on the above findings must be processed as a Major Modification. (b) Modifications Requiring Amendment to this Restated Agreement. Saint Monica shall not make any “Major Modifications” (defined below) to the Project without first amending this Restated Agreement to permit such Major Modifications. A “Major Modification” means the following: (1) Any setback of the Project, as depicted on the Project Plans, is reduced if by such reduction the applicable setback would be less than is permitted in the R2 zoning district under the Code as in effect on the date such modification is applied for; (2) Any increase in the Parcel Coverage of the Project to the extent such increase results in Parcel Coverage which exceeds that permitted in the R2 zoning district under the Code as in effect on the date such modification is applied for; (3) Any increase in the Building Height of the Project above 40 feet to the extent such increase results in a Building Height which exceeds the maximum permissible Building Height permitted in the General Plan’s Medium Density Housing Classification in effect on the effective date of this Restated Agreement; (4) Any change greater than 10% of square footage of uses of the project as reflected in the project plans or any other use not delineated, and no increase in overall building square footage, except as provided in Subsection (d); (5) Any change of use that would impair the public benefits; (6) Any reduction in the number of parking spaces in the Project below 297, but only to the extent that such reduction results in fewer parking spaces than would be otherwise required pursuant to this Restated Agreement; (7) Any significant change in the location and siting of any building constituting a part of the Project, as depicted on the Project Plans; (8) Any significant change in the design, massing, and building configurations, as depicted on the Project Plans. (c) City Consent to Modifications. The Community Development 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 Article 6 below provided that all fees, exactions, conditions and mitigation DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 16 measures are in accordance with this Restated Agreement and applicable law. Notwithstanding anything to the contrary herein or in the Existing Regulations, if the Community Development Director approves a Minor Modification or if the City approves a Major Modification (and the corresponding amendment to this Restated Agreement for such Major Modification), as the case may be, Saint Monica shall not be required to obtain any other Discretionary Approvals for such modification, except for ARB approval, in the case of certain Major Modifications. (d) Modifications Necessitated by Technical Code Requirements or LEED Silver Requirement. Notwithstanding Section 3.2(b) above, if the Community Development Director determines that it is reasonably necessary to adjust the allowable Building Height, setbacks, parcel coverage, or overall building square footage established in this Restated Agreement for the Project to achieve compliance with any Technical Code Requirements or LEED Silver Requirement specified in Exhibit “J”, then the Community Development Director is hereby authorized, subject to completion of all necessary environmental review and findings of consistency with the General Plan, in the case of building height, setbacks, parcel coverage, or overall building square footage, to grant Saint Monica limited relief (up to ten percent (10%)) from the building height, setbacks, parcel coverage, or overall building square footage otherwise allowable under this Restated Agreement without amending this Restated Agreement. Any such approvals shall be granted only after the Community Development Director’s receipt of a written request for such relief from Saint Monica. Saint Monica is required to supply the Community Development Director with written documentation of the fact that compliance with the Technical Code Requirements or LEED Silver Requirements cannot be achieved by some other reasonable method. Any such relief shall only be granted to the extent reasonably necessary in the Community Development Director’s determination for Saint Monica to comply with the Technical Code Requirements or LEED Silver Requirements. 3.3 No Obligation to Develop. (a) Nothing in this Restated Agreement shall be construed to require Saint Monica to proceed with the construction or any other implementation of the Project or any portion thereof; (b) The decision to proceed or to forbear or delay in proceeding with implementation or construction of the Project or any portion thereof shall be in Saint Monica’s sole discretion; (c) Failure by Saint Monica to proceed with construction or implementation of the Project or any portion thereof shall not give rise to any liability, claim for damages or cause of action against Saint Monica, except as may arise pursuant to a nuisance abatement proceeding under Chapter 8.96 of the Code, or any successor legislation; and DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 17 (d) Failure by Saint Monica to proceed with construction or implementation of the Project or any portion thereof shall not result in any loss or diminution of development rights, except upon expiration of the Vesting Period. 3.4 Damage or Destruction of the Project. If the Project, or any part thereof, is damaged or destroyed during the term of this Restated Agreement, Saint Monica shall continue to be entitled to reconstruct the Project in accordance with this Restated Agreement if: (a) Saint Monica obtains a building permit for this reconstruction prior to the expiration of this Agreement and (b) the Project is found to be consistent with the City’s General Plan. Alternatively, Saint Monica shall be entitled to reconstruct the Project in accordance with SMMC Section 9.27.040. Article 4 CONSTRUCTION 4.1 Construction Mitigation Plan. During the construction phases of the Project, Saint Monica shall comply with a Construction Mitigation Plan to be prepared by Saint Monica and approved by the City in accordance with the standards of construction set forth in Exhibit “G”. 4.2 Construction Hours. Saint Monica shall be permitted to perform construction during the hours permitted by the Code as of the Effective Date including, without limitation, the provisions of Section 4.12.110(e) which, under certain circumstances, allow construction activity to take place during other hours upon issuance of a permit to do so by the City. 4.3 Construction Traffic. Saint Monica shall prepare and implement, or cause the general contractor for the Project to prepare and implement, a construction traffic mitigation plan which shall be subject to the review and approval of the City. 4.4 Construction Signage. The Community Development Director may approve additional signage beyond that allowed by the Zoning Code. 4.5 Completion of Construction. The time allowed for completion of all work authorized by any building permit shall be determined by applicable provisions of the Code, including, without limitation, those provisions authorizing extensions thereof in Section 8.08.070 of the Code. Article 5 PROJECT FEES, EXACTIONS, MITIGATION MEASURES AND CONDITIONS 5.1 Permitted Fees and Exactions. (a) Except as expressly set forth in Section 3.2(c) above (relating to modifications), and Section 6.2(a) below (relating to Subsequent Code Changes) below, the Project shall be subject to, and the City shall charge and impose, only those fees, exactions, mitigation measures, conditions, and standards of construction set forth in this Restated Agreement, including Exhibit “H”, and Exhibit “J” attached hereto and no others; the City may not increase or impose additional fees, mitigation measures, DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 18 conditions, standards or exactions. The mitigation measures shall be implemented in compliance with the Mitigation Monitoring Program attached as Exhibit “I” hereto. If any of the mitigation measures or conditions set forth on Exhibits “H”, and “J”, are satisfied by others, Saint Monica shall be deemed to have satisfied such measures or conditions. (b) [Reserved] 5.2 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 otherwise be in accordance with this Restated Agreement and applicable law. 5.3 Compliance with Mitigation Measures and Conditions of Approval. Saint Monica shall be responsible for implementing the mitigation measures set forth on Exhibit “J” and Exhibit “G” hereto, and for adhering to the conditions of approval set forth on Exhibit “J” hereto. 5.4 Survival of Mitigation Measures and Conditions of Approval. If Saint Monica proceeds with the construction of the Project, except as otherwise expressly limited in this Restated Agreement, the obligations and requirements imposed by the Mitigation Measures and Conditions of Approval attached as Exhibit “J” and Exhibit “G”, shall survive the Term of this Restated Agreement and shall remain binding upon Saint Monica, its successors and assigns, and shall continue in effect for the Life of the Project. Notice of the mitigation measures and conditions of approval shall be recorded by the City separately and concurrently with this Restated Agreement. Article 6 EFFECT OF AGREEMENT ON CITY LAWS AND REGULATIONS 6.1 Development Standards for the Property; Existing Regulations. (a) Except as provided in this Restated Agreement, development of the buildings and improvements that 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 Restated Agreement is consistent with the General Plan, including the LUCE, as more fully described in the Recitals. Any provisions of the Existing Regulations inconsistent with the provisions of this Restated Agreement, to the extent of such inconsistencies and not further, are hereby deemed modified to that extent necessary to effectuate the provisions of this Restated Agreement. (b) The Project shall be exempt from: (1) all discretionary acts or review by the City or any body or agency thereof, except as provided herein; (2) the application of any subsequent local development, building or permit moratoria, development or building permit rationing systems or other restrictions on development which would adversely affect the rate, timing, or phasing of construction of the Project, DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 19 and (3) Subsequent Code Changes which are inconsistent with the terms of this Restated Agreement. 6.2 Permitted Subsequent Code Changes. (a) Applicable Subsequent Code Changes. This Restated Agreement shall not prevent the City from applying to the Project the following Subsequent Code Changes set forth in this Section 6.2(a): (1) 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 Restated Agreement, any administrative approval of a Minor Modification, or any amendment of this Restated Agreement in connection with a Major Modification; (ii) all building plan check and building inspection fees for work on the Project Land in effect at the time an application for a grading permit or building permit is applied for; (iii) the public works plan check fee and public works inspection fee for public improvements constructed and installed by Saint Monica, 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 approvals . (2) General or special taxes, including, but not limited to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, business taxes, which may be applied to the Property or to businesses occupying the Property; provided that (i) the tax is of general applicability City-wide and does not burden the Property disproportionately to other similar developments within the City; and (ii) the tax is not a levy, assessment, fee or tax imposed for the purpose of funding public or private improvements on other property located within the Downtown Core (as defined in the City’s General Plan as of the Effective Date). (3) 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 Restated Agreement or as otherwise established in this Restated Agreement. (4) 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 Restated Agreement unless adopted to meet health and safety concerns. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 20 (5) Any City regulations to which Saint Monica has consented in writing. (6) 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. (7) Regulations which do not impair the rights and approvals granted to Saint Monica under this Restated Agreement. For the purposes of this Section 6.2(a)(7), regulations which impair Saint Monica’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 6.2(a)(1) and Section 6.2(a)(2) above), or (ii) which would materially delay development of the Project. (b) New Rules and Regulations. This Restated 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. (c) 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 Restated Agreement, such provisions of this Restated Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations; provided that this Restated Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. (d) Common Set of Existing Regulations. Prior to the Effective Date, the City and Saint Monica shall use reasonable efforts to identify, assemble and copy three identical sets of the Existing Regulations, to be retained by the City and Saint Monica, 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. 6.3 Conflicting Enactments. Except as provided in Section 6.2 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 City to any part of the Property. Saint Monica may, in its sole discretion, give City written notice of its election to have any Subsequent Code Change applied to such portion of the Property as it may have an interest in, in which case such Subsequent Code Change shall be deemed to be an Existing Regulation insofar as that portion of the Property is concerned. If there is any conflict or inconsistency between the terms and conditions of this Restated Agreement and the Existing Regulations, the terms and conditions of this Restated Agreement shall control. 6.4 Timing of Development. The California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that failure of the DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 21 parties 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 Saint Monica and the City to cure that deficiency by expressly acknowledging and providing that no Subsequent Code Change that purports to limit the rate or timing of development over time or alter the sequencing of development phases (whether adopted or imposed by the City Council or through the initiative or referendum process) shall apply to the Property or Project and shall not prevail over this Restated Agreement. In particular, but without limiting any of the foregoing, no numerical restriction shall be placed by City on the amount of square footage or the number of buildings, structures, residential units that can be built each year on the Property except as expressly provided in this Restated Agreement. 6.5 ARB Approval. As the project is approved in schematic design, ARB review shall address all building exterior facades, including specific attention regarding minor revisions to the top portion of the corner chapel element, colors and materials and associated typical and significant details, sun-shading devices, details and operation thereof, and pedestrian orientation, experience, path of travel and associated hardscape. The ARB shall pay particular attention to the courtyard/playground landscaping plan that should include adequate landscaping and tree canopy, and parking space striping that is sensitive to the playground aesthetics. Plans for final design, landscaping, irrigation, screening, trash enclosures, outdoor lighting, and signage shall also be subject to review and approval by the Architecture Review Board. The ARB shall have no authority to disapprove or otherwise adversely affect any features of the Project which have been approved by this Restated Agreement, as set forth in the Project Plans (overall height, parcel coverage, setbacks, stepbacks or any other structural design aspect of any buildings constituting a part of the Project Plans and signage locations). Decisions of the ARB shall be appealable to the Planning Commission in accordance with the Existing Regulations. Article 7 CITY TECHNICAL PERMITS 7.1 Diligent Action by City. (a) Upon satisfaction of the conditions set forth in Section 7.2(a) below, the City shall accept the Technical Permit Applications filed by Saint Monica with the City and shall diligently proceed to process such Technical Permit Applications to completion. (b) Upon satisfaction of the conditions set forth in Section 7.2(b) below, the City shall diligently issue the Technical City Permits which are the subject of the Technical Permit Applications. 7.2 Conditions for Diligent Action By the City. (a) Acceptance and Processing of Technical Permit Applications. The obligation of the City to accept and diligently process the Technical Permit Applications DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 22 which are filed by Saint Monica in accordance with Section 7.1(a) above, and then issue the Technical City Permits, is subject to satisfaction of the following conditions: (1) Saint Monica 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. (2) Saint Monica 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. (b) Issuance of a Technical City Permit. The obligation of the City to issue a Technical City Permit for a proposed building under Section 7.1(b) above that is the subject of a Technical Permit Application filed by Saint Monica is subject to the satisfaction of the following conditions (and only such conditions and no others): (1) Saint Monica shall have complied with all of its obligations under this Restated Agreement which are required to be performed prior to or concurrent with the issuance of the Technical City Permits for the proposed building. (2) Saint Monica shall have received any permits or approvals from other governmental agencies which are required by law to be issued prior to or concurrent with the issuance of the Technical City Permits for the proposed building. (3) The Project shall conform to the Project Plans and any conditions imposed under this Restated Agreement. In the event that the Project is not in conformance, Saint Monica shall have the right to seek any relief from such standards under the procedures then available in the City. (4) The proposed building shall conform 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 City Permit Application is filed. 7.3 Duration of Technical City Permits. The duration of Technical City Permits issued by the City in accordance with Section 7.1(b) above, 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; provided, however, that Saint Monica shall have at least six (6) months to begin site work on the Project following issuance of a building permit subject to extension for an additional six (6) months upon the showing of good cause. The lapse or expiration of a Technical City Permit shall not preclude or impair Saint Monica from subsequently filing another such Technical Permit Application during the Term of this Restated Agreement, which shall be processed by the City in accordance with the provisions of this Article 7. Notwithstanding the foregoing, any DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 23 grading, site clearance or similar permit issued in connection with the Project shall not expire during the Term of this Restated Agreement. 7.4 New Technical Requirements. From time to time, the City’s Technical Codes are amended to meet new technical requirements related to techniques of building and construction. If the sole means of achieving compliance for the Project with such revisions to the Technical Codes made after the Effective Date (“New Technical Requirements”) would require an increase from the allowable Building Height established in this Agreement for the Project, then the Community Development Director is hereby authorized to grant Saint Monica 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 Community Development Director’s receipt of a written request for such relief from Saint Monica. Saint Monica is required to supply the Community Development 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 Community Development Director’s determination for Saint Monica to comply with the New Technical Requirements. Article 8 AMENDMENT AND MODIFICATION 8.1 Amendment and Modification of Restated Agreement. Subject to the notice and hearing requirements of the applicable Development Agreement Statutes, this Restated Agreement may be modified or amended from time to time only with the written consent of Saint Monica and the City or their successors and assigns in accordance with the provisions of the SMMC and Section 65868 of the California Government Code. Article 9 TERM 9.1 Effective Date. This Restated Agreement shall be dated, and the obligations of the parties hereunder shall remain effective as of the Effective Date. The Parties shall execute this Restated Agreement within ten (10) working days of the Restated Effective Date. 9.2 Term. (a) Term of Restated Agreement. The term of this Restated Agreement shall commence on the Effective Date and shall continue for twenty (20) years (the “Term”) unless the Term is otherwise terminated pursuant to either Section 3.1(b) above or Section 11.4 below. (b) Termination Certificate. Upon termination of this Restated Agreement, the parties hereto shall execute an appropriate certificate of termination in recordable form which shall be recorded in the Official Records of the County of Los Angeles, State of California. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 24 (c) Effect of Termination. Except as expressly provided herein, none of the parties’ respective rights and obligations under this Restated Agreement shall survive the Term. Article 10 PERIODIC REVIEW OF COMPLIANCE 10.1 City Review. The City shall review this Restated Agreement once each year, on or before March 31st (each, a “Periodic Review”), in accordance with this Article 10 in order to determine whether or not Saint Monica is out-of-compliance with any specific term or provision of this Restated Agreement. (a) Evidence of Good Faith Compliance. On or before October 1st of each year, Saint Monica shall deliver to the City a written report demonstrating that Saint Monica has been in good faith compliance with this Restated Agreement during the twelve (12) month period prior to the anniversary of the Restated Effective Date. The written report shall be provided in the form established by the City. For purposes of this Restated Agreement, the phrase “good faith compliance” shall mean the following: (1) conformance by Saint Monica with the applicable requirements of the Existing Regulations, except as otherwise modified by this Restated Agreement; and (2) compliance by Saint Monica with the terms and conditions of this Restated Agreement, subject to the existence of any specified Excusable Delays which prevented or delayed the timely performance by Saint Monica of any of its obligations under this Restated Agreement. (b) Information to be Provided to Saint Monica. Prior to any public hearing concerning the Periodic Review of this Restated Agreement, the City shall deliver to Saint Monica a copy of all staff reports prepared in connection with a Periodic Review, written comments from the public and, to the extent practical, all related exhibits concerning such Periodic Review. If the City delivers to Saint Monica a Notice of Breach pursuant to Section 11.1(a) below, the City shall concurrently deliver to Saint Monica a copy of all staff reports prepared in connection with such a Notice of Breach, all written comments from the public, and all related exhibits concerning such Notice of Breach. (c) Notice of Breach; Cure Rights. If, during any Periodic Review, the City reasonably concludes on the basis of substantial evidence that Saint Monica has not demonstrated that it is in good faith compliance with this Restated Agreement, then the City may issue and deliver to Saint Monica a written “Notice of Breach” pursuant to Section 11.1(a) below, and Saint Monica shall have the opportunity to cure the default identified in the Notice of Breach during the cure periods and in the manner provided in Section 11.1(b) or (c) below, as applicable. (d) Failure of Periodic Review. The City’s failure to review at least annually compliance by Saint Monica with the terms and conditions of this Restated Agreement shall not constitute or be asserted by any Party as a breach by any other Party of this Restated Agreement. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 25 10.2 Termination of Restated Agreement. If Saint Monica 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 Restated Agreement pursuant to Section 11.4 below. Article 11 DEFAULT 11.1 Notice and Cure. (a) Breach. If either Party fails to substantially perform any term, covenant or condition of this Restated 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 Restated 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 16.1 below, specifying the precise nature of the alleged Breach (including references to pertinent Sections of this Restated 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 Saint Monica, the City shall also deliver a copy of the Notice of Breach to any Secured Lender of Saint Monica which has delivered a Request for Notice to the City in accordance with Section 12.2(a) below. (b) Monetary Breach. In the case of a monetary Breach by Saint Monica, Saint Monica shall promptly commence to cure the identified Breach and shall complete the cure of such Breach within thirty (30) business days after receipt by Saint Monica of the Notice of Breach; provided that if such monetary Breach is the result of an Excusable Delay or cure of the same is delayed as a result of an Excusable Delay, Saint Monica shall deliver to the City reasonably evidence of the Excusable Delay. (c) Non-Monetary Breach. In the case of a non-monetary Breach by either Party, the alleged defaulting Party shall promptly commence to cure the identified Breach and shall diligently prosecute such 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 cure at all times until such Breach is cured. (d) Excusable Delay. Notwithstanding anything to the contrary contained herein, 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 16.8 below. 11.2 Remedies for Monetary Default. (a) If there is a Breach by Saint Monica in the performance of any of its monetary obligations under this Restated Agreement which remains uncured (a) thirty DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 26 (30) business days after receipt by Saint Monica of a Notice of Breach from the City, and (b) after expiration of Secured Lender’s Cure Period under Section 12.2(b) below (if a Secured Lender of Saint Monica has delivered a Request for Notice to the City in accordance with Section 12.2(a) below), then an “Event of Monetary Default” shall have occurred by Saint Monica, and the City shall have available any right or remedy provided in this Restated 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. (b) In the event of a monetary default by Saint Monica, the City shall not be required to comply with the procedures set forth in Section 11.4 below. 11.3 Remedies for Non-Monetary Default. (a) Remedies of the 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: (1) after expiration of all applicable notice and cure periods, and (2) in the case of a Breach by Saint Monica, after the expiration of Secured Lender’s Cure Period (if a Secured Lender has delivered a Request for Notice to the City in accordance with Section 12.2(a) below), 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 Restated Agreement, or provided at law or in equity except as prohibited by this Restated 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. (b) Specific Performance. Due to the size, nature and scope of the Project and due to the fact that it will not be practical or possible to restore the Project Land to its condition as of the Effective Date, Saint Monica may be foreclosed from other choices it may have had for the use of the Project Land or portions of the Project Land. Saint Monica has invested significant time and resources, performed extensive planning and processing of the Project, and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Restated Agreement. Similarly, City has invested significant time and resources, performed extensive planning and processing of the Project, and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Restated Agreement. Consequently, the City and Saint Monica acknowledge that monetary damages and remedies at law generally are inadequate and that specific performance is an appropriate remedy for the enforcement of this Restated Agreement. Therefore, unless otherwise expressly provided herein, the remedy of specific performance shall be available to Saint Monica under this Restated Agreement in the event of a non-monetary Default by the City and the remedy of specific performance DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 27 shall be available to City under this Restated Agreement in the event of a non-monetary Default by Saint Monica. _________ _________ City Initials Saint Monica’s Initials (c) Writ of Mandate. The City and Saint Monica hereby stipulate that each 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 non-monetary Default by the other of its obligations and duties under this Restated Agreement. Nothing in this Section 11.3(c), 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 Restated Agreement or with respect to the Project. (d) No Damages Relief Against City. Saint Monica acknowledges that the City would not have entered into this Restated Agreement if the City were to be liable in damages under or with respect to this Restated Agreement or the application thereof. Consequently, and except for the payment of attorneys’ fees in accordance with Section 16.11 below and court costs, the City shall not be liable in damages to Saint Monica, and Saint Monica covenants on behalf of itself and its successors in interest not to sue for or claim any damages: (1) for any default under this Restated Agreement; (2) for the taking, regulatory or otherwise, impairment, or restriction of any right or interest conveyed or provided hereunder or pursuant hereto; or (3) arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Restated Agreement. (e) Unrelated Damages from City. The City and Saint Monica agree that the provisions of Section 11.3(d) above do not apply for damages which: (1) do not arise under this Restated Agreement; (2) are not with respect to any right or interest conveyed or provided under this Restated Agreement or pursuant hereto; or (3) 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 Restated Agreement or the application of any City rules, regulations, or official policies. (f) No Damages Against Saint Monica. The City acknowledges that Saint Monica would not have entered into this Restated Agreement if Saint Monica were to be liable in damages in connection with any non-monetary default hereunder. Consequently, and except for the payment of attorney’s fees in accordance with Section 16.11 below and court costs, Saint Monica shall not be liable in nonmonetary damages to the City, and the City covenants not to sue for or claim any damages: (1) For any non-monetary default hereunder; or DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 28 (2) arising out of connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Restated Agreement. (g) Unrelated Damages from Saint Monica. The City and Saint Monica agree that the provisions of Section 11.3(f) do not limit the liability of Saint Monica, if any, for damages which (1) are for a monetary default, or (2) 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 Restated Agreement to or the application of, any City rules, regulations, or official policies. The provisions of this Section 11.3(g) do not limit any liability of Saint Monica for work performed on public property or rights-of-way. (h) No Other Limitations. Except as expressly set forth in this Section 11.3, the provisions of this Section 11.3 shall not limit any other rights, remedies, or causes of action that either the City or Saint Monica 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. (a) Defaults by Saint Monica. If Saint Monica causes either an Event of Monetary Default or an Event of Non-Monetary Default, then the City may commence proceedings to terminate or modify this Restated Agreement pursuant to this Section 11.4. (b) Procedures for Modification or Termination. The procedures for termination or modification of this Restated Agreement by the City for the grounds set forth in Section 11.4(a) above are as follows: (1) The City shall provide a written notice to Saint Monica (and to any Secured Lender of Saint Monica which has delivered a Request for Notice to the City in accordance with Section 12.2(a) below) of its intention to terminate or modify this Restated Agreement unless Saint Monica (or the Secured Lender) cures or corrects the acts or omissions that constitute the basis of such determinations by the City (“Hearing Notice”). The Hearing Notice shall be delivered by the City to Saint Monica in accordance with Section 16.1 below 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 termination or modification of this Restated Agreement. The public hearing shall not be held earlier than: (i) thirty-one (31) days after delivery of the Hearing Notice to Saint Monica, or (ii) if a Secured Lender has delivered a Request for Notice in accordance with Section 12.2(a) below, the day following the expiration of the Secured Cure Period. (2) If, following the conclusion of the public hearing, the City Council: (i) determines that an Event of Non-Monetary Default has occurred or Saint Monica has not been in good faith compliance with this Restated Agreement pursuant to Section 10.1 above, and (ii) further determines that Saint Monica (or the Secured Lender, if applicable) has not cured (within the applicable cure periods) the acts or DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 29 omissions that constitute the basis of the determination under clause (i) above or if those acts or omissions could not be reasonably remedied prior to the public hearing, that Saint Monica (or the Secured Lender) has not in good faith commenced to cure or correct such acts or omissions prior to the public hearing or is not diligently and continuously proceeding therewith to completion, then upon making such conclusions, the City Council may terminate or modify this Restated Agreement. The City and Saint Monica mutually acknowledge and agree that the City cannot unilaterally modify the provisions of this Restated Agreement pursuant to this Section 11.4 and that any such modification requires the consent of Saint Monica. If the City Council does not terminate this Restated Agreement, but proposes a modification to this Restated Agreement as a result of the public hearing and Saint Monica does not (within five (5) days of receipt) execute and deliver to the City the form of modification of this Restated Agreement submitted to Saint Monica by the City, then the City Council may elect to terminate this Restated Agreement at any time after the sixth day after Saint Monica’s receipt of such proposed modification. 11.5 Cessation of Rights and Obligations. If this Restated Agreement is terminated by the City on account of a Breach, the rights, duties and obligations of the Parties under this Restated Agreement shall cease as of the date of such termination except only for those rights and obligations that expressly survive the termination of this Restated 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 through 11.5 above, if prior to termination of this Restated Agreement, Saint Monica has performed substantial work and incurred substantial liabilities in good faith reliance upon a building permit issued by the City, then Saint Monica shall have acquired a vested right to: complete construction of the buildings and improvements in accordance with the terms of the building permit and occupy or use such buildings upon completion for the use(s) permitted for that building as provided in this Restated Agreement. Any building or improvement 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 Restated Agreement shall not prevent or limit Saint Monica (in its sole discretion) from encumbering the Property (in any manner) or any portion thereof or any improvement thereon by any mortgage, deed of trust, assignment of rents or other security device securing financing with respect to the Property (a “Mortgage”). Each mortgagee of a mortgage or a beneficiary of a deed of trust (each, a “Secured Lender”) on the Property shall be entitled to the rights and privileges set forth in this Article 12. Any Secured Lender may request from the City certain interpretations of this Restated Agreement. The City shall from time to time, DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 30 upon request made by Saint Monica, meet with Saint Monica and representatives of each of its Secured Lenders to negotiate in good faith any Secured Lender’s request for interpretation of any part of this Restated Agreement. The City will not unreasonably withhold, condition, or delay the delivery to a Secured Lender of the City’s written response to any such requested interpretation. (a) Mortgage Not Rendered Invalid. Except as provided in Section 12.1(b) below, neither entering into this Restated Agreement nor a Breach of this Restated 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. (b) Priority of Agreement. This Restated Agreement shall be superior and senior to the lien of any Mortgage recorded on or after Effective Date. 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 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 Restated Agreement. 12.2 Right of Secured Lender to Cure Default. (a) A Secured Lender may give a 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 to the City”). If the Request for Notice has been given, at the same time the City sends such notice to Saint Monica any Notice of Breach or Hearing Notice under this Restated 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 Notice of Breach or Hearing Notice from the City to Saint Monica. The copy of the Notice of Breach or Hearing Notice sent to the Secured Lender pursuant to this Section 12.2(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 three (3) days after the City has sent to the Secured Lender such copy of a Notice of Breach or Hearing Notice. (b) After a Secured Lender has received a copy of such Notice of Breach or Hearing Notice, such Secured Lender shall thereafter have a period of time (in addition to any notice and/or cure period afforded to Saint Monica under this Restated Agreement) equal to: (1) ten (10) days in the case of any Event of Monetary Default and (2) thirty (30) days in the case of any other 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 DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 31 completion (a “Secured Lender’s Cure Period”). If Saint Monica 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 such Secured Lender of any covenant, condition, or agreement on Saint Monica’s part to be performed hereunder with the same force and effect as though performed by Saint Monica. (c) The period of time given to the Secured lender to cure any Event of Monetary Default or an Event of Non-Monetary Default by Saint Monica 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, however, that during such period all other obligations of Saint Monica under this Restated Agreement, including, without limitation, payment of all amounts due, are being duly and promptly performed. 12.3 Secured Lender Not Obligated Under Restated Agreement. (a) No Secured Lender shall have any obligation or duty under this Restated Agreement to perform the obligations of Saint Monica or the affirmative covenants of Saint Monica hereunder or to guarantee such performance unless and until such time as a Secured Lender takes possession or becomes the owner of the estate covered by its Mortgage. If the Secured Lender takes possession or becomes the owner of any portion of the Property, from and after that date, the Secured Lender shall be obligated to comply with all provisions of this Restated Agreement; provided that the Secured Lender shall not be responsible to the City for any unpaid monetary obligations of Saint Monica that accrued prior to the date the Secured Lender became the fee owner of the Property. (b) Nothing in Section 12.3(a) is intended, nor should be construed or applied, to limit or restrict in any way the City’s authority to terminate this Restated Agreement, as against any Secured Lender as well as against Saint Monica if any curable Event of Monetary Default or an Event of Non-Monetary Default is not completely cured within the Secured Lender’s Cure Period. Article 13 TRANSFERS AND ASSIGNMENTS 13.1 Transfers/Assignments. (a) Not Severable from Ownership Interest in Property. This Restated Agreement shall not be severable from Saint Monica’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 Restated Agreement with respect to the Property or transferred portions, as applicable. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 32 (b) Transfer Rights. Saint Monica may, freely sell, transfer, exchange, hypothecate, encumber or otherwise dispose of all or any part of its interest in the Property or any portion thereof, without the consent of the City. Saint Monica shall, however, give written notice to the City, in accordance with Section 16.1 below, of any transfer of the Property, disclosing in such notice (a) the identity of the transferee of the Property, (“Property Transferee”) and (b) the address of the Property Transferee as applicable. 13.2 Release Upon Transfer. Upon the sale, transfer, exchange or hypothecation of the rights and interests of Saint Monica’s interest in the Property, Saint Monica will be released from its obligations under this Restated Agreement with respect to the Property, arising subsequent to the effective date of such transfer, if (a) Saint Monica has provided written notice of such transfer to the City and (b) the Property Transferee executes and delivers to the City a written agreement in which the Property Transferee expressly and unconditionally assumes all of the obligations of Saint Monica under this Restated Agreement with respect to the Property in an Assignment and Assumption Agreement in the form of Exhibit “E” attached hereto (the “Assumption Agreement”). Upon such transfer of Saint Monica’s interest in the Property and the express assumption of Saint Monica’s obligations under this Restated Agreement by the transferee, the City agrees to look solely to the transferee for compliance with the provisions of this Restated Agreement. Any such transferee shall be entitled to the benefits of this Restated Agreement as “Saint Monica” hereunder and shall be subject to the obligations of this Restated 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 above, provided that the transferor shall not be released from its obligation hereunder unless and until the executed Assumption Agreement is delivered to the City. Article 14 INDEMNITY TO CITY 14.1 Indemnity. Saint Monica agrees to and shall defend, indemnify and hold harmless the City, its City Council, boards and commissions, officers, agents, employees, volunteers and other representatives (collectively referred to in this Article 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 Saint Monica or those of its officers, board members, agents, employees, volunteers, contractors, subcontractors or other persons acting on its behalf (collectively referred to in this Article as “Saint Monica’s Parties”) which occurs during the Term and relates to this Restated Agreement; (b) for any act or omission related to the operations of Saint Monica’s Campus, including but not limited to the maintenance and operation of areas on the Property accessible to the public. Saint Monica’s obligation to defend, indemnify and hold harmless applies to all actions and omissions of Saint Monica’s Parties as described above caused or alleged to have been caused in connection with the Project or Restated Agreement, except to the extent any Damages are caused by the active negligence or willful misconduct of the City DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 33 Indemnified Parties. This Section 14.1 applies to all Damages suffered or alleged to have been suffered by the City Indemnified Parties regardless of whether or not the City prepared, supplied or approved plans or specifications or both for the Project. 14.2 City’s Right to Defense. The City shall have the right to approve legal counsel retained by Saint Monica to defend any claim, action or proceeding which Saint Monica is obligated to defend pursuant to Section 14.1 above, which approval shall not be unreasonably withheld, conditioned or delayed. If any conflict of interest results during the mutual representation of the City and Saint Monica in defense of any such action, or if the City is reasonably dissatisfied with legal counsel retained by Saint Monica, the City shall have the right (a) at Saint Monica’s cost and expense, to have the City Attorney undertake and continue with the City’s defense, or (b) with Saint Monica’s approval, which shall not be unreasonably withheld or delayed, to select separate outside legal counsel to undertake and continue the City’s defense. Article 15 ADDITIONAL AGREEMENTS 15.1 Other Agreements. The City acknowledges that certain additional agreements may be necessary to effectuate the intent of this Restated Agreement and facilitate development of the Project. The City Manager or his/her designee is hereby authorized to prepare, execute, and record any such additional agreements. Article 16 GENERAL PROVISIONS 16.1 Notices. Formal notices, demands and communications between the Parties shall be deemed sufficiently given if delivered to the principal offices of the City or Saint Monica, as applicable, by (i) personal service, or (ii) express mail, Federal Express, or other similar overnight mail or courier service, regularly providing proof of delivery, or (iii) registered or certified mail, postage prepaid, return receipt requested, or (iv) facsimile (provided that any notice delivered by facsimile is followed by a separate notice sent within twenty-four (24) hours after the transmission by facsimile delivered in one of the other manners specified above). Such notice shall be addressed as follows: To City: City of Santa Monica 1685 Main Street, Room 204 Santa Monica, California 90401 Attention: City Manager With a Copy to: City of Santa Monica 1685 Main Street, Mail Stop 28 Santa Monica, California 90401 Attn: Director of Community Development Department To Saint Monica: Saint Monica Catholic Community 725 California Avenue Santa Monica, California 90403 Attn: Felipe Sanchez DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 34 With a Copy to: Harding Larmore Kutcher & Kozal, LLP 1250 Sixth Street, Suite 200 Santa Monica, California 90401 Attention: Christopher M. Harding, Esq. Director of Real Estate and General Counsel Roman Catholic Archdiocese of Los Angeles 3424 Wilshire Blvd. Los Angeles, CA 90010-2202 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. 16.2 Entire Agreement; Conflicts. This Restated Agreement represents the entire agreement of the Parties. The Recitals are incorporated into and form an integral part of this Restated Agreement. This Restated 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, including the Original DA. The Original DA is hereby rescinded and terminated pursuant to the Mutual Rescission and Release Agreement attached as Exhibit “N”, to be executed and recorded simultaneously with this Restated Agreement. Should any or all of the provisions of this Restated Agreement be found to be in conflict with any other provision or provisions found in any of the Existing Regulations (other than the General Plan, which the City Council has determined to be consistent with this Restated Agreement), then the provisions of this Restated Agreement shall prevail. Should any of the Conditions of Approval attached hereto as Exhibit “J” conflict with any of the Mitigation Measures attached hereto as Exhibit “J”, the more stringent or exacting requirement shall control. 16.3 Binding Effect. The Parties intend that the provisions of this Restated Agreement shall constitute covenants which shall run with the land comprising the Property during the Term for the benefit thereof and that the burdens and benefits thereof shall bind and inure to the benefit of all successors-in-interest to the Parties hereto. Every Party who now or hereafter owns or acquires any right, title, or interest in or to any portion of the Project during the Term is and shall be conclusively deemed to have consented and agreed to every provision contained herein, to the extent relevant to said right, title or interest, whether or not any reference to this Restated Agreement is contained in the instrument by which such person acquired an interest in the Project. 16.4 Agreement Not for Benefit of Third Parties. This Restated Agreement is made and entered into for the sole protection and benefit of Saint Monica DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 35 and the City and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Restated Agreement. 16.5 No Partnership or Joint Venture. Nothing in this Restated Agreement shall be deemed to create a partnership or joint venture between the City and Saint Monica or to render either party liable in any manner for the debts or obligations of the other. 16.6 Estoppel Certificates. Either Party and Secured Lender may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing (each, an “Estoppel Certificate”): (a) that this Restated Agreement is in full force and effect; (b) that this Restated 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 Restated 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 thereof. 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 both “FAILURE TO EXECUTE THE REQUESTED ESTOPPEL CERTIFICATE WITHIN FIFTEEN (15) DAYS SHALL BE DEEMED WAIVER PURSUANT TO SECTIONS 16.6 AND 16.13 OF THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT.” and which sets forth the business necessity for a timely response to the estoppel request. If the party receiving the request fails to execute the Estoppel Certificate within such 15-day period, it shall be conclusively deemed that the Restated 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 Restated Agreement or any events which, with passage of time of giving of notice, of both, would constitute a default under the Restated Agreement. The City Manager shall have the right to execute any Estoppel Certificate requested by Saint Monica under this Section 16.6. The City acknowledges that an Estoppel Certificate may be relied upon by any Property Transferee, Secured Lender or other party. The Estoppel Certificate shall be provided in lieu of zoning compliance letters authorized pursuant to SMMC Section 9.38.020(E), or any successor thereto. 16.7 Time. Time is of the essence for each provision of this Restated Agreement of which time is an element. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 36 16.8 Excusable Delays. (a) In addition to any specific provisions of this Restated Agreement, non-performance by Saint Monica of its obligations under this Restated Agreement shall be excused when it has been prevented or delayed by reason of any act, event or condition beyond the reasonable control of Saint Monica (collectively, “Excusable Delays”) for any of the following reasons: (1) War, insurrection, riots, acts of terrorism, floods, earthquakes, fires, casualties, pandemics, acts of God, or similar grounds for excused performances; (2) Governmental restrictions or moratoria imposed by the City or by other governmental entities or the enactment of conflicting State or Federal laws or regulations; (3) The imposition of injunctive relief, restraining orders, restrictions or moratoria by judicial decisions or by litigation, contesting the validity, or seeking the enforcement or clarification of, this Restated Agreement or the Environmental Impact Report (“EIR”) related to the Project whether instituted by Saint Monica, the City or any other person or entity, or the filing of a lawsuit by any Party arising out of this Restated Agreement, the EIR, the corresponding Mitigation Monitoring Program, the Project’s Statement of Overriding Considerations, or any permit or approval Saint Monica deems necessary or desirable for the implementation of the Project; (4) 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 Restated Agreement; (5) Inability to secure necessary labor, materials or tools, due to strikes, lockouts, walkouts, or similar labor disputes; (6) Failure of the City to timely perform its obligations hereunder. (b) Under no circumstances (except as provided in Section 16.8(a)(3) above) shall the inability of Saint Monica to secure financing be an Excusable Delay to the obligations of Saint Monica except to the extent the inability to secure financing is directly associated with war, insurrection, riots, acts of terrorism, floods, earthquakes, fires, casualties, pandemics, acts of God, or similar grounds beyond the control of Saint Monica. (c) In order for an extension of time to be granted for any Excusable Delay, Saint Monica must deliver written notice of the commencement of the Excusable Delay within sixty (60) days after the date on which Saint Monica becomes aware of the DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 37 existence of the Excusable Delay. The extension of time for an Excusable Delay shall be for the actual period of the delay. 16.9 Governing Law. This Restated Agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California, without regard to any choice of law provisions thereof. 16.10 Cooperation in Event of Legal Challenge. If there is any court action or proceeding commenced that includes any challenge to the validity, enforceability or any term or provision of this Restated Agreement, then Saint Monica shall indemnify, hold harmless, pay all costs actually incurred, and provide defense in said action or proceeding, with counsel reasonably satisfactory to both the City and Saint Monica. The City shall cooperate with Saint Monica in any such defense as Saint Monica may reasonably request. 16.11 Attorneys’ Fees. If any Party commences any action for the interpretation, enforcement, termination, cancellation or rescission of this Restated Agreement, or for specific performance for the Breach of this Restated 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 Restated Agreement provides that the City or Saint Monica 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. 16.12 Recordation. The Parties shall cause this Restated Agreement to be recorded in the Official Records of the County of Los Angeles. The cost, if any, of recording this Restated Agreement shall be borne by Saint Monica. 16.13 No Waiver. No waiver of any provision of this Restated 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 16.13. 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 Restated 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 Restated Agreement. 16.14 Construction of this Restated Agreement. The Parties agree that each Party and its legal counsel have reviewed and revised this Restated Agreement and that any rule of construction to the effect that ambiguities are to be DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 38 resolved against the drafting Party shall not apply in the interpretation of this Restated Agreement or any amendments or exhibits thereto. 16.15 Other Governmental Approvals. Saint Monica may apply for such other permits and approvals as may be required for development of the Project in accordance with this Restated Agreement from other governmental or quasi- governmental agencies having jurisdiction over the Project Land. The City shall reasonably cooperate with Saint Monica in its endeavors to obtain such permits and approvals. Additionally: (a) 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, that may be necessary or proper to achieve the purposes and objectives of this Restated Agreement. (b) Processing. Upon satisfactory completion by Saint Monica 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 Saint Monica of the Property in accordance with this Restated Agreement, including, but not limited to, the following: (1) the processing of applications for and issuing of all Discretionary Approvals requiring the exercise of judgment and deliberation by the City; (2) the holding of any required public hearings; and (3) the processing of applications for and issuing of all City Technical Permits requiring the determination of conformance with the Existing Regulations. (c) No Revocation. The City shall not revoke or subsequently disprove any approval or future approval for the development of the Project or the Property once issued by the City provided that the development of the Project or the Property is in accordance with such approval. Any disapproval by the City shall state in writing the reasons for such disapproval and the suggested actions to be taken in order for approval to be granted. (d) Processing During Third Party Litigation. If any third party lawsuit is filed against the City or Saint Monica relating to this Restated Agreement or other development issues affecting the Project, the City shall not delay or stop the development, processing or construction of the Project, or issuance of City Technical Permits, unless the third party obtains a court order preventing the activity. The City shall not stipulate or fail to oppose the issuance of any such order. Notwithstanding the foregoing and without prejudice to the provisions of Section 16.8(a)(3) above, after service on the City or Saint Monica of the initial petition or complaint challenging this Restated Agreement or the Project, Saint Monica may apply DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 39 to the Community Development Director for a tolling of the applicable deadlines for Saint Monica to otherwise comply with this Restated Agreement. Within 40 days after receiving such an application, the Community Development Director shall either toll the time period for up to five years during the pendency of the litigation or deny the requested tolling. (e) 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, (a) exercise its discretion in such a way as to be consistent with, and carry out the terms of, this Restated Agreement and (b) take such other actions as may be necessary to carry out in good faith the terms of this Restated Agreement. 16.16 Jurisdiction and Venue. Any legal action or proceeding among the Parties arising out of this Restated 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 for the Central District of California. Each party agrees and consents to the exercise of personal jurisdiction by such court. 16.17 Exhibits. The following exhibits which are part of this Restated 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 Project Land Exhibit “B”: Legal Description of Church Land Exhibit “C”: Legal Description of 7th Street Site Exhibit “D”: Project Plans Exhibit “E”: Assignment and Assumption Agreement Exhibit “F”: Existing Regulations Exhibit “G”: Construction Mitigation Plan Exhibit “H”: Construction Permit Fees, Annual Development Agreement Compliance Review Fees, and Environmental Mitigation Monitoring Fees. Exhibit “I”: Mitigation Monitoring Program Exhibit “J”: Conditions of Approval, including EIR Historic Mitigation Measures Exhibit “K”: [Intentionally Omitted] DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 40 Exhibit “L”: Exhibit “M”: Exhibit “N”: Public Benefits Outside User Agreement Mutual Rescission and Release Agreement The text of this Restated Agreement shall prevail in the event that any inconsistencies exist between the Exhibits and the text of this Restated Agreement. 16.18 Counterpart Signatures. The Parties may execute this Restated Agreement on separate signature pages which, when attached hereto, shall constitute one complete Restated Agreement. 16.19 Certificate of Performance. Upon the City’s issuance of temporary certificates of occupancy for the Project, or upon performance of this Restated Agreement or its earlier revocation and termination, City shall provide Saint Monica, upon Saint Monica’s request, with a statement (“Certificate of Performance”) evidencing said completion, termination or revocation and the release of Saint Monica 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 Saint Monica and City and shall be recorded 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. 16.20 Operating Memoranda. The provisions of this Restated Agreement require a close degree of cooperation between the City and Saint Monica. During the Term of this Restated Agreement, clarifications to this Restated Agreement and the Existing Regulations may be appropriate with respect to the details of performance of the City and Saint Monica. If and when, from time to time, during the term of this Restated Agreement, the City and Saint Monica agree that such clarifications are necessary or appropriate, they shall effectuate such clarification through operating memoranda approved in writing by the City and Saint Monica, which, after execution, shall be attached hereto and become part of this Restated Agreement and the same may be further clarified from time to time as necessary with future written approval by the City and Saint Monica. Operating memoranda are not intended to and cannot constitute an amendment to this Restated Agreement but mere ministerial clarifications, therefore public notices and hearings shall not be required for any operating memoranda. The City Attorney shall be authorized, upon consultation with, and approval of, Saint Monica, 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 Restated 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. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 41 16.21 Acknowledgments, Agreements and Assurance on the Part of Saint Monica. (a) Saint Monica’s Faithful Performance. The parties acknowledge and agree that Saint Monica’s faithful performance in developing the Project on the Property and in constructing and installing certain public improvements pursuant to this Restated 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 Saint. Monica’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. Saint Monica acknowledges that the consideration is reasonably related to the type and extent of the impacts of the respective projects on the community and the Property, and further acknowledges that the consideration is necessary to mitigate the direct and indirect impacts caused by Saint Monica on the Property. (b) Obligations to be Non-Recourse. As a material element of this Restated Agreement, and in partial consideration for Saint Monica’s execution of this Restated Agreement, the Parties each understand and agree that the City’s remedies for breach of the obligations of Saint Monica under this Restated Agreement shall be limited as described in Section 11 above. 16.22 Not a Public Dedication. Nothing in this Restated 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 Restated Agreement be strictly limited to and for the purposes herein expressed for the development of the Project as private property. Saint Monica shall have the right to prevent or prohibit the use of the Property, or the Project, or any portion thereof, including common areas and building and improvements located thereon, by any person for any purpose inimical to the development of the Project, including without limitation to prevent any person or entity from obtaining or accruing any prescriptive or other right to use the Property or the Project. Any portion of the Property to be conveyed to the City by Saint Monica as provided in this Restated Agreement, shall be held and used by the City only for the purposes contemplated herein or otherwise provided in such conveyance, and the City shall not take or permit to be taken (if within the power or authority of the City) any action or activity with respect to such portion of the Property that would deprive Saint Monica of the material benefits of this Restated Agreement or would materially and unreasonably interfere with the development of the Project as contemplated by this Restated Agreement. 16.23 Severability and Termination. If any provision of this Restated Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, or if any provision of this Restated Agreement is superseded or rendered unenforceable according to any law which becomes effective after the Effective Date, the remainder of this Restated Agreement shall be effective to the extent DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 42 the remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Restated Agreement. 16.24 Waiver of Protest. Saint Monica acknowledges and agrees that by executing this Restated Agreement, Saint Monica waives any and all claims and rights, if any, under Government Code Section 66020 to protest fees, dedications, reservations, or exactions required by this Restated Agreement (hereinafter “exactions”), including the City’s right to request and receive the exaction pursuant to this Restated Agreement, the total exaction amount if specified by the Restated Agreement, and the formula for subsequently calculating exactions if the formula is established by the Existing Regulations. Notwithstanding the above, if the amount of any exaction is not expressly set forth in this Restated Agreement, Saint Monica reserves the right to protest the subsequent calculation of this amount. 16.25 Interests of Saint Monica. Saint Monica 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. 16.26 Community Development Director Approval. Whenever this Agreement requires Community Development Director review and approval, such review shall be undertaken in good faith and with due diligence. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 43 IN WITNESS WHEREOF, this Restated Agreement has been entered into as of the Restated Effective Date. SAINT MONICA: ARCHDIOCESE OF LOS ANGELES EDUCATION AND WELFARE CORPORATION, a California non-profit religious corporation By: ____________________________ Name: _________________________ Title: ___________________________ THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, a California corporation sole By: ____________________________ Name: _________________________ Title: ___________________________ APPROVED AS TO FORM: Saint Monica Parish By: ____________________________ Name: _________________________ Title: ___________________________ CITY: CITY OF SANTA MONICA, a Municipal Corporation By: __________________________ LANE DILG Interim City Manager DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 44 ATTEST: By: __________________________ DENISE WARREN-ANDERSON City Clerk APPROVED AS TO FORM: By: ___________________________ GEORGE S. CARDONA Interim City Attorney DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Exhibit “A” LEGAL DESCRIPTION OF PROJECT LAND Assessor’s Parcel No. 4292-003-028 The Southeasterly 38 feet of the Southwesterly 86 feet of Lot P, and all of Lots M, N, O, and Z, in Block 69, of Town of Santa Monica, in the City of Santa Monica, County of Los Angeles, State of California, as per map recorded in Book 39 Page(s) 45 to 51 of Miscellaneous Records, and in Book 3 Page(s) 80 and 81 of Miscellaneous Records, in the office of the County Recorder of said County, together with the Southwesterly one- half of that portion of the vacated alley, 20 feet wide, adjacent to the Northeast of said Lot Z, bounded on the Northwest by the Northeasterly prolongation of the Northwesterly line of said Lot Z, and bounded on the Southeast by the Northwesterly line of California Avenue, 100 feet wide. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Exhibit “B” LEGAL DESCRIPTION OF CHURCH LAND Assessor’s Parcel No. 4292-003-027 Lots, A, B, C, D, E, F, G, H, I, J, K, L, Q, R, S, T, U, V, W, X, Y, And Lot P, except therefrom that portion of said Lot P, described as the Southeasterly 38 feet of the Southwesterly 86 feet, all of Block 69, of the Town of Santa Monica, in the City of Santa Monica, County of Los Angeles, State of California, as per map recorded in Book 39 Page(s) 45 to 51 of Miscellaneous Records, and in Book 3 Page(s) 80 and 81 of Miscellaneous Records, in the office of the County Recorder of said County, together with the vacated alley, 20 feet wide, lying between the Southeasterly line of Washington Avenue and the Northwesterly line of California Avenue, except therefrom that portion of said Alley described as the Southwesterly 10 feet of the Southeasterly 100 feet. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Exhibit “C” LEGAL DESCRIPTION OF 7TH STREET SITE Assessor’s Parcel No. 4292-005-007 Lot H in Block 93 of the Town of Santa Monica, in the City of Santa Monica, County of Los Angeles, State of California, as per map recorded in Book 39, Page 45 et seq. of Miscellaneous Records, in the office of the County Recorder of said county. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Exhibit “D” Project Plans DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 1 Exhibit “E” Form of Assumption and Assignment Agreement Recording Requested By and When Recorded Mail To: Harding Larmore Kutcher & Kozal, LLP 1250 Sixth Street, Suite 200 Santa Monica, California 90401 Attn: Christopher M. Harding ______________________________________________________________________ ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into by and between ARCHDIOCESE OF LOS ANGELES EDUCATION AND WELFARE CORPORATION, a California non-profit religious organization , and THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, a California non- profit religious organization (collectively “Assignor”), and __________________________ , a ____________________________________ (“Assignee”). R E C I T A L S A. The City of Santa Monica (“City”) and Assignor entered into that certain Amended and Restated Development Agreement dated ___________________, 2020 (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-C” attached hereto (the “Project Site”). B. Assignor has obtained from the City certain development approvals and permits with respect to the development of the Project Site, including without limitation, approval of the Development Agreement (the “Project Approvals”). C. Assignor intends to sell, and Assignee intends to purchase, the Project Site. D. In connection with such purchase and sale, Assignor desires to transfer all of the Assignor’s right, title and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee desires to accept such assignment from Assignor and assume the obligations of Assignor under the Development Agreement and the Project Approvals with respect to the Project Site. THEREFORE, the parties agree as follows: DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 2 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title and interest in and to the Development Agreement and the Project Approvals with respect to the Project Site. Assignee hereby accepts such assignment from Assignor. 2. Assumption. Assignee expressly assumes and agrees to keep, perform, and fulfill all of the terms, conditions, covenants, and obligations required to be kept, performed, and fulfilled by Assignor under the Development Agreement and the Project Approvals with respect to the Project Site. 3. Effective Date. The execution by City of the attached receipt for this Agreement shall be considered as conclusive proof of delivery of this Agreement and of the assignment and assumption contained herein. This Agreement shall be effective upon its recordation in the Official Records of the Los Angeles County, California, provided that Assignee has closed the purchase and sale transaction and acquired legal title to the Project Site. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth next to their signatures below. “ASSIGNOR” ARCHDIOCESE OF LOS ANGELES EDUCATION AND WELFARE CORPORATION, a California non-profit religious organization By: ____________________________ Date: ________________, ____ Its: ____________________________ and THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, a California corporation sole. By: ____________________________ Date: ________________, ____ Its: ____________________________ DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 3 “ASSIGNEE” _____________________________________ ___, a _____________________________________ By: __________________________________ Its: __________________________________ Date: _______________, ____ RECEIPT BY CITY The attached ASSIGNMENT AND ASSUMPTION AGREEMENT is received by the City of Santa Monica on this ____ day of ______________________, ____. CITY OF SANTA MONICA By: _______________________________ Its: _______________________________ DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Exhibit “F” Existing Regulations DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 1 Exhibit “G” Construction Mitigation Plan Construction Period Mitigation 1. A construction period mitigation plan shall be prepared by the applicant for approval by the Public Works Department 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: 1) Specify the names, addresses, telephone numbers and business license numbers of all contractors and subcontractors as well as the developer and architect; 2) Describe how demolition of any existing structures is to be accomplished; 3) Indicate where any cranes are to be located for erection/construction; 4) Describe how much of the public street, alleyway, or sidewalk is proposed to be used in conjunction with construction; 5) Set forth the extent and nature of any pile-driving operations; 6) Describe the length and number of any tiebacks which must extend under the property of other persons; 7) Specify the nature and extent of any dewatering and its effect on any adjacent buildings; 8) Describe anticipated construction-related truck routes, number of truck trips, hours of hauling and parking location; 9) Specify the nature and extent of any helicopter hauling; 10) State whether any construction activity beyond normally permitted hours is proposed; 11) Describe any proposed construction noise mitigation measures, including measures to limit the duration of idling construction trucks; 12) Describe construction-period security measures including any fencing, lighting, and security personnel; 13) Provide a drainage plan; 14) Provide a construction-period parking plan which shall minimize use of public streets for parking; 15) List a designated on-site construction manager; 16) Provide a construction materials recycling plan which seeks to maximize the reuse/recycling of construction waste; 17) Provide a plan regarding use of recycled and low-environmental-impact materials in building construction; and 18) Provide a construction period water runoff control plan. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 2 2. Construction period signage shall be subject to the approval of the Architecture Review Board. 3. 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. 4. Vehicles hauling dirt or other construction debris from the site shall cover any open load with a tarpaulin or other secure covering to minimize dust emissions. Immediately after commencing dirt removal from the site, the general contractor shall provide the City of Santa Monica with written certification that all trucks leaving the site are covered in accordance with this condition of approval. 5. 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 within a 200-foot radius from the subject site at least five (5) days prior to the start of construction. 6. 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. 7. A copy of these conditions shall be posted in an easily visible and accessible location at all times during construction at the project site. The pages shall be laminated or otherwise protected to ensure durability of the copy. 8. No construction-related vehicles may be parked on the street at any time or on the subject site during periods of peak parking demand. All construction-related vehicles must be parked for storage purposes at on offsite location on a private lot for the duration of demolition and construction. The offsite location shall be approved as part of the Department of Environmental and Public Works review of the construction period mitigation plan and by the Department of City Planning if a Temporary Use Permit is required. Construction Mitigation Measures (EIR) 9. Construction Impact Mitigation Plan. The applicant shall prepare, implement and maintain a Construction Impact Mitigation Plan which shall be designed to: DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 3 • Prevent material traffic impacts on the surrounding roadway network. • Minimize parking impacts both to public parking and access to private parking to the greatest extent practicable. • Ensure safety for both those constructing the project and the surrounding community. • Prevent substantial truck traffic through residential neighborhoods. A single Construction Impact Mitigation Plan can be adopted to address the requirements of this condition as well as the Construction Mitigation Plan described in Exhibit “G”. The Construction Impact Mitigation Plan shall be subject to review and approval by the following City departments: Public Works, Fire, Planning and Community Development and Police to ensure that the Plan has been designed in accordance with this mitigation measure. This review shall occur prior to commencement of any construction staging for the project. It shall, at a minimum, include the following: Ongoing Requirements Throughout the Duration of Construction • A detailed traffic control plan for work zones shall be maintained. At minimum, this shall include accurate: parking and travel lane configurations; warning, regulatory, guide and directional signage; and area sidewalks, bicycle lanes and parking lanes. The plan shall include specific information regarding the project’s construction activities that may disrupt normal pedestrian and traffic flow and the measures to address these disruptions. Such plans 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 a.m. and 4:00 p.m. 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. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 4 • 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). • 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, 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. Project Coordination shall consider any other construction projects occurring at the same time as the construction of this project, 10. Diesel Equipment Mufflers. All diesel equipment shall be operated with closed engine doors and shall be equipped with factory-recommended mufflers. 11. Electrically-Powered Tools. Electrical powered shall be used to run air compressors and similar power tools. 12. Restrictions on Excavation and Foundation/Conditioning. Excavation, foundation- laying, and conditioning activities (the noisiest phases of construction) shall be restricted to between the hours of 10:00 a.m. and 3:00 p.m., Monday through Friday, in accordance with Section 4.12.110(d) of the Santa Monica Municipal Code. 13. Additional Noise Attenuation Techniques. For all noise generating construction activity on the project site, additional noise attenuation techniques shall be employed as necessary to reduce noise levels to City of Santa Monica noise standards. Such techniques may include the use of sound blankets on noise DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 5 generating equipment and the construction of temporary sound barriers between construction sites and nearby sensitive receptors. 14. Construction Sign Posting. In accordance with Municipal Code Section 4.12.120, the project applicant shall post a sign informing all workers and subcontractors of the time restrictions for construction activities. The sign shall also include the City telephone numbers where violations can be reported and complaints associated with construction noise can be submitted. 15. Fugitive Dust Control Measures. The following shall be implemented during construction to minimize fugitive dust and associated particulate emissions: • 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 • 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 • All material transported on and off-site shall be securely covered to prevent excessive amounts of dust • Soils stockpiles shall be covered • Onsite vehicle speeds shall be limited to 15 mph • 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 • An appointed construction relations officer shall act as a community liaison concerning onsite construction activity including resolution of issues related to PM10 generation • 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) • All active portions the construction site shall be sufficiently watered three times a day to prevent excessive amounts of dust. 16. Ozone Precursor Control Measures. The following shall be implemented throughout construction to minimize emissions of ozone precursors ROG and NOx: • Equipment engines shall be maintained in good condition and in proper tune per manufacturer’s specifications; • Construction periods shall be scheduled to occur over a longer time period (i.e. lengthen from 60 days to 90 days) during the smog season so as to minimize the number of vehicles and equipment operating simultaneously; and • The applicant shall use new technologies to control ozone precursor emissions as they become readily available. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 6 17. Low ROG/VOC Coatings. All interior and exterior surfaces of onsite structures, if painted, shall utilize low VOC coatings. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 1 EXHIBIT “H” CONSTRUCTION PERMIT FEES, ANNUAL DEVELOPMENT AGREEMENT COMPLIANCE REVIEW FEES, AND ENVIRONMENTAL MITIGATION MONITORING FEES Developer shall pay the following fees and charges that are within the City’s jurisdiction and at the rate in effect at the time applications are made: 1. Upon submittal for Architecture Review Board (ARB) review, Developer shall pay City fees for processing of ARB applications; 2. Upon submittal for plan check, Developer shall pay City plan check fees; 3. Prior to issuance of construction permits, Developer shall pay the following City fees: Building, Plumbing, Mechanical, Electrical, Grading, Seismic Mapping, Excavation and Shoring Permit fees (collected by Building and Safety). Shoring Tieback fee (collected by PW) Construction and Demolition (C&D) Waste Management fee (SMMC Section 7.60.020)(collected by PW). Wastewater Capitol Facilities fee (SMMC Section 7.04.460)(collected by PW) Water Capital Facilities fee & Water Meter Installation fee (Water Meter Permit fee)(SMMC Section 7.12.090)(collected by PW) Fireline Meter fee (SMMC Section 7.12.090)(collected by PW) 4. Prior to issuance of permits for any construction work in the public right-of-way, or use of public property, Developer shall pay the following City fees: Use of Public Property Permit fees (SMMC Section 7.04.670)(PW) Utility Excavation Permit fee (SMMC Section 7.04.010)(PW) Street Permit fee (SMMC Section 7.04.790)(PW) 5. The Developer shall reimburse the City for its actual costs to monitor environmental mitigation measures. The City shall bill the developer for staff time and any material used pursuant to the hourly fees in effect at the time monitoring is performed. Developer shall submit payment to the City within 30 days; and 6. The Developer shall reimburse the City for its ongoing actual costs to monitor the project’s compliance with the Developer Agreement. The City shall bill the Developer for staff time and any material used pursuant to the hourly fees in effect DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 2 at the time monitoring is performed. Developer shall submit payment to the City within 30 days. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Exhibit “I” Mitigation Monitoring Program [Behind this page] DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Mitigation Monitoring and Reporting Program St. Monica Church Campus Enhancement Project Prepared by: City of Santa Monica Planning & Community Development Department 1685 Main Street Santa Monica, CA 90401 Contact: Mr. Bradley J. Misner, AICP, Principal Planner Prepared with the assistance of: Rincon Consultants, Inc. 790 East Santa Clara Street Ventura, California 93001 February 2010 DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 St. Monica Church Campus Enhancement Project EIR Mitigation Monitoring and Reporting Program City of Santa Monica 1 Mitigation Monitoring and Reporting Program This document is the Mitigation Monitoring and Reporting Program (MMRP) for the St. Monica Church Campus Enhancement Project, proposed in the City of Santa Monica, California. Public Resources Code Section 21081.6(a) requires that a Lead Agency adopt an MMRP prior to approving a project in order to mitigate or avoid significant impacts that have been identified in an Environmental Impact Report. The purpose of the MMRP is to ensure that the required mitigation measures identified in the Environmental Impact Report are implemented as part of the overall project implementation. In addition to ensuring implementation of mitigation measures, the MMRP provides feedback to agency staff and decision-makers during project implementation, and identifies the need for enforcement action before irreversible environmental damage occurs. The following table summarizes the mitigation measures for each issue area identified in the Environmental Impact Report for the St. Monica Church Campus Enhancement Project. The table identifies each mitigation measure; the action required for the measure to be implemented; the time at which the monitoring is to occur; the monitoring frequency; and the agency or party responsible for ensuring that the monitoring is performed. In addition, the table includes columns for compliance verification. These columns will be filled out by the monitoring agency or party and would document monitoring compliance. Where an impact was identified to be less than significant, no mitigation measures were required. This MMRP will be used by City staff or the City’s consultant to determine compliance with permit conditions. Violations of these conditions may cause the City to revoke the operating permit. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 St . M o n i c a C h u r c h C a m p u s E n h a n c e m e n t P r o j e c t E I R Mi t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g r a m City of Santa Monica 2 Compliance Verification Mi t i g a t i o n M e a s u r e / C o n d i t i o n o f A p p r o v a l A c t i o n R e q ui r e d Wh e n Mo n i t o r i n g t o Oc c u r Mo n i t o r i n g Fr e q u e n c y Re s p o n s i b l e Ag e n c y o r Pa r t y In i t i a l D a t e C o m m e n t s CO N S T R U C T I O N E F F E C T S CO N - 1 C o n s t r u c t i o n I m p a c t M i t i g a t i o n P l a n . Th e a p p l i c a n t s h a l l p r e p a r e , i m p l e m e n t a n d ma i n t a i n a C o n s t r u c t i o n I m p a c t M i t i g a t i o n P l a n wh i c h s h a l l b e d e s i g n e d t o : Pr e v e n t m a t e r i a l t r a f f i c i m p a c t s o n t h e su r r o u n d i n g r o a d w a y n e t w o r k . Mi n i m i z e p a r k i n g i m p a c t s b o t h t o p u b l i c p a r k i n g an d a c c e s s t o p r i v a t e p a r k i n g t o t h e g r e a t e s t ex t e n t p r a c t i c a b l e . E n s u r e s a f e t y f o r b o t h t h o s e c o n s t r u c t i n g t h e pr o j e c t a n d t h e s u r r o u n d i n g c o m m u n i t y . Pr e v e n t s u b s t a n t i a l t r u c k t r a f f i c t h r o u g h re s i d e n t i a l n e i g h b o r h o o d s . Th e C o n s t r u c t i o n I m p a c t M i t i g a t i o n P l a n s h a l l b e su b j e c t t o r e v i e w a n d a p p r o v a l b y t h e f o l l o w i n g Ci t y d e p a r t m e n t s : P u b l i c W o r k s , F i r e , P l a n n i n g an d C o m m u n i t y D e v e l o p m e n t a n d P o l i c e t o en s u r e t h a t t h e P l a n h a s b e e n d e s i g n e d i n ac c o r d a n c e w i t h t h i s m i t i g a t i o n m e a s u r e . T h i s re v i e w s h a l l o c c u r p r i o r t o c o m m e n c e m e n t o f a n y co n s t r u c t i o n s t a g i n g f o r t h e p r o j e c t . I t s h a l l , a t a mi n i m u m , i n c l u d e t h e f o l l o w i n g : On g o i n g R e q u i r e m e n t s T h r o u g h o u t t h e D u r a t i o n of C o n s t r u c t i o n • A d e t a i l e d t r a f f i c c o n t r o l p l a n f o r w o r k z o n e s sh a l l b e m a i n t a i n e d . A t a m i n i m u m , t h i s s h a l l in c l u d e a c c u r a t e : p a r k i n g a n d t r a v e l l a n e co n f i g u r a t i o n s ; w a r n i n g , r e g u l a t o r y , g u i d e a n d di r e c t i o n a l s i g n a g e ; a n d a r e a s i d e w a l k s , b i c y c l e la n e s a n d p a r k i n g l a n e s . T h e p l a n s h a l l i n c l u d e sp e c i f i c i n f o r m a t i o n r e g a r d i n g t h e p r o j e c t ’ s co n s t r u c t i o n a c t i v i t i e s t h a t m a y d i s r u p t n o r m a l pe d e s t r i a n a n d t r a f f i c f l o w a n d t h e m e a s u r e s t o ad d r e s s t h e s e d i s r u p t i o n s . S u c h p l a n s s h a l l b e Pr e p a r a t i o n , im p l e m e n t a t i o n , a n d ma i n t e n a n c e o f a co n s t r u c t i o n i m p a c t mi t i g a t i o n p l a n p e r th e s p e c i f i c a t i o n s i n th e m e a s u r e , a n d su b m i t t a l t o t h e fo l l o w i n g C i t y De p a r t m e n t s : De p a r t m e n t o f P u b l i c Wo r k s , F i r e , P l a n n i n g an d C o m m u n i t y De v e l o p m e n t , a n d Po l i c e . Pr i o r t o co m m e n c e m e n t of a n y co n s t r u c t i o n st a g i n g f o r t h e pr o j e c t . On c e p r i o r t o co m m e n c e m e n t of a n y co n s t r u c t i o n st a g i n g f o r t h e pr o j e c t . Pr o j e c t Ap p l i c a n t Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 St . M o n i c a C h u r c h C a m p u s E n h a n c e m e n t P r o j e c t E I R Mi t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g r a m City of Santa Monica 3 Compliance Verification Mi t i g a t i o n M e a s u r e / C o n d i t i o n o f A p p r o v a l A c t i o n R e q ui r e d Wh e n Mo n i t o r i n g t o Oc c u r Mo n i t o r i n g Fr e q u e n c y Re s p o n s i b l e Ag e n c y o r Pa r t y In i t i a l D a t e C o m m e n t s re v i e w e d a n d a p p r o v e d b y t h e T r a n s p o r t a t i o n Ma n a g e m e n t D i v i s i o n p r i o r t o c o m m e n c e m e n t of c o n s t r u c t i o n a n d i m p l e m e n t e d i n a c c o r d a n c e wi t h t h i s a p p r o v a l . • W o r k w i t h i n t h e p u b l i c r i g h t - o f - w a y s h a l l b e pe r f o r m e d b e t w e e n 9 : 0 0 a . m . a n d 4 : 0 0 p . m . Th i s w o r k i n c l u d e s d i r t a n d d e m o l i t i o n m a t e r i a l ha u l i n g a n d c o n s t r u c t i o n m a t e r i a l d e l i v e r y . Wo r k w i t h i n t h e p u b l i c r i g h t - o f - w a y o u t s i d e o f th e s e h o u r s s h a l l o n l y b e a l l o w e d a f t e r t h e is s u a n c e o f a n a f t e r - h o u r s c o n s t r u c t i o n p e r m i t . • S t r e e t s a n d e q u i p m e n t s h a l l b e c l e a n e d i n ac c o r d a n c e w i t h e s t a b l i s h e d P W r e q u i r e m e n t s . • T r u c k s s h a l l o n l y t r a v e l o n a C i t y - a p p r o v e d co n s t r u c t i o n r o u t e . T r u c k q u e u i n g / s t a g i n g s h a l l no t b e a l l o w e d o n S a n t a M o n i c a s t r e e t s . Li m i t e d q u e u i n g m a y o c c u r o n t h e c o n s t r u c t i o n si t e i t s e l f . • M a t e r i a l s a n d e q u i p m e n t s h a l l b e m i n i m a l l y vi s i b l e t o t h e p u b l i c ; t h e p r e f e r r e d l o c a t i o n f o r ma t e r i a l s i s t o b e o n - s i t e , w i t h a m i n i m u m am o u n t o f m a t e r i a l s w i t h i n a w o r k a r e a i n t h e pu b l i c r i g h t - o f - w a y , s u b j e c t t o a c u r r e n t U s e o f Pu b l i c P r o p e r t y P e r m i t . • A n y r e q u e s t s f o r w o r k b e f o r e o r a f t e r n o r m a l co n s t r u c t i o n h o u r s w i t h i n t h e p u b l i c r i g h t - o f - w a y sh a l l b e s u b j e c t t o r e v i e w a n d a p p r o v a l t h r o u g h th e A f t e r H o u r s P e r m i t p r o c e s s a d m i n i s t e r e d b y th e B u i l d i n g a n d S a f e t y D i v i s i o n . • P r o v i s i o n o f o f f - s t r e e t p a r k i n g f o r c o n s t r u c t i o n wo r k e r s , w h i c h m a y i n c l u d e t h e u s e o f a r e m o t e lo c a t i o n w i t h s h u t t l e t r a n s p o r t t o t h e s i t e , i f de t e r m i n e d n e c e s s a r y b y t h e C i t y o f S a n t a Mo n i c a . Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 St . M o n i c a C h u r c h C a m p u s E n h a n c e m e n t P r o j e c t E I R Mi t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g r a m City of Santa Monica 4 Compliance Verification Mi t i g a t i o n M e a s u r e / C o n d i t i o n o f A p p r o v a l A c t i o n R e q ui r e d Wh e n Mo n i t o r i n g t o Oc c u r Mo n i t o r i n g Fr e q u e n c y Re s p o n s i b l e Ag e n c y o r Pa r t y In i t i a l D a t e C o m m e n t s Pr o j e c t C o o r d i n a t i o n E l e m e n t s T h a t S h a l l B e Im p l e m e n t e d P r i o r t o C o m m e n c e m e n t o f Co n s t r u c t i o n • T h e a p p l i c a n t s h a l l a d v i s e t h e tr a v e l i n g p u b l i c o f i m p e n d i n g co n s t r u c t i o n a c t i v i t i e s ( e . g . , in f o r m a t i o n s i g n s , p o r t a b l e m e s s a g e si g n s , m e d i a l i s t i n g / n o t i f i c a t i o n , im p l e m e n t a t i o n o f a n a p p r o v e d t r a f f i c co n t r o l p l a n ) . • T h e a p p l i c a n t s h a l l o b t a i n a U s e o f P u b l i c Pr o p e r t y P e r m i t , E x c a v a t i o n P e r m i t , S e w e r Pe r m i t o r O v e r s i z e L o a d P e r m i t , a s w e l l a s a n y Ca l t r a n s P e r m i t s r e q u i r e d , f o r a n y c o n s t r u c t i o n wo r k r e q u i r i n g e n c r o a c h m e n t i n t o p u b l i c r i g h t s - of - w a y , d e t o u r s o r a n y o t h e r w o r k w i t h i n t h e pu b l i c r i g h t - o f - w a y . • T h e a p p l i c a n t s h a l l p r o v i d e t i m e l y n o t i f i c a t i o n of co n s t r u c t i o n s c h e d u l e s t o a l l a f f e c t e d a g e n c i e s (e . g . , B i g B l u e B u s , P o l i c e D e p a r t m e n t , F i r e De p a r t m e n t , P u b l i c W o r k s , a n d P l a n n i n g a n d Co m m u n i t y D e v e l o p m e n t D e p a r t m e n t ) a n d t o al l o w n e r s a n d r e s i d e n t i a l a n d c o m m e r c i a l te n a n t s o f p r o p e r t y w i t h i n a r a d i u s o f 5 0 0 f e e t . • T h e a p p l i c a n t s h a l l c o o r d i n a t e c o n s t r u c t i o n wo r k w i t h a f f e c t e d a g e n c i e s i n a d v a n c e o f s t a r t of w o r k . A p p r o v a l s m a y t a k e u p t o t w o w e e k s pe r e a c h s u b m i t t a l . • T h e a p p l i c a n t s h a l l o b t a i n T r a n s p o r t a t i o n Ma n a g e m e n t D i v i s i o n a p p r o v a l o f a n y h a u l ro u t e s , f o r e a r t h , c o n c r e t e o r c o n s t r u c t i o n ma t e r i a l s a n d e q u i p m e n t h a u l i n g . CO N - 2 ( a ) D i e s e l E q u i p m e n t M u f f l e r s . A l l d i e s e l eq u i p m e n t s h a l l b e o p e r a t e d w i t h c l o s e d e n g i n e do o r s a n d s h a l l b e e q u i p p e d w i t h f a c t o r y re c o m m e n d e d m u f f l e r s . Co n f i r m a t i o n t h a t a l l di e s e l e q u i p m e n t i s op e r a t e d w i t h c l o s e d en g i n e d o o r s a n d Pr i o r t o co n s t r u c t i o n a n d du r i n g co n s t r u c t i o n . On c e p r i o r t o co n s t r u c t i o n a n d pe r i o d i c a l l y du r i n g Ci t y o f S a n t a Mo n i c a Bu i l d i n g a n d Sa f e t y D i v i s i o n Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 St . M o n i c a C h u r c h C a m p u s E n h a n c e m e n t P r o j e c t E I R Mi t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g r a m City of Santa Monica 5 Compliance Verification Mi t i g a t i o n M e a s u r e / C o n d i t i o n o f A p p r o v a l A c t i o n R e q ui r e d Wh e n Mo n i t o r i n g t o Oc c u r Mo n i t o r i n g Fr e q u e n c y Re s p o n s i b l e Ag e n c y o r Pa r t y In i t i a l D a t e C o m m e n t s eq u i p p e d w i t h f a c t o r y re c o m m e n d e d mu f f l e r s . co n s t r u c t i o n . a n d o n s i t e co n s t r u c t i o n ma n a g e r . CO N - 2 ( b ) E l e c t r i c a l l y - P o w e r e d T o o l s . El e c t r i c a l p o w e r s h a l l b e u s e d t o r u n a i r co m p r e s s o r s a n d s i m i l a r p o w e r t o o l s . Co n f i r m a t i o n t h a t el e c t r i c a l p o w e r i s us e d t o r u n a i r co m p r e s s o r s a n d si m i l a r p o w e r t o o l s . Pr i o r t o co n s t r u c t i o n a n d du r i n g co n s t r u c t i o n . On c e p r i o r t o co n s t r u c t i o n a n d pe r i o d i c a l l y du r i n g co n s t r u c t i o n . Ci t y o f S a n t a Mo n i c a Bu i l d i n g a n d Sa f e t y D i v i s i o n an d o n s i t e co n s t r u c t i o n ma n a g e r . CO N - 2 ( c ) R e s t r i c t i o n s o n E x c a v a t i o n a n d Fo u n d a t i o n / C o n d i t i o n i n g . E x c a v a t i o n , fo u n d a t i o n - l a y i n g , a n d c o n d i t i o n i n g a c t i v i t i e s ( t h e no i s i e s t p h a s e s o f c o n s t r u c t i o n ) s h a l l b e re s t r i c t e d t o b e t w e e n t h e h o u r s o f 1 0 : 0 0 a . m . a n d 3: 0 0 p . m . , M o n d a y t h r o u g h F r i d a y , i n a c c o r d a n c e wi t h S e c t i o n 4 . 1 2 . 1 1 0 ( d ) o f t h e S a n t a M o n i c a Mu n i c i p a l C o d e . Co n f i r m a t i o n t h a t ex c a v a t i o n , fo u n d a t i o n - l a y i n g , an d c o n d i t i o n i n g ac t i v i t i e s a r e re s t r i c t e d t o t h e h o u r s be t w e e n 1 0 : 0 0 a . m . an d 3 : 0 0 p . m . , Mo n d a y t h r o u g h Fr i d a y . Du r i n g co n s t r u c t i o n . Pe r i o d i c a l l y du r i n g co n s t r u c t i o n . Ci t y o f S a n t a Mo n i c a Bu i l d i n g a n d Sa f e t y D i v i s i o n an d o n s i t e co n s t r u c t i o n ma n a g e r . CO N - 2 ( d ) A d d i t i o n a l N o i s e A t t e n u a t i o n Te c h n i q u e s . Fo r a l l n o i s e - g e n e r a t i n g co n s t r u c t i o n a c t i v i t y o n t h e p r o j e c t s i t e , a d d i t i o n al no i s e a t t e n u a t i o n t e c h n i q u e s s h a l l b e e m p l o y e d to r e d u c e n o i s e l e v e l s t o C i t y o f S a n t a M o n i c a no i s e s t a n d a r d s . S u c h t e c h n i q u e s m a y i n c l u d e , bu t a r e n o t l i m i t e d t o , t h e u s e o f s o u n d b l a n k e t s on n o i s e g e n e r a t i n g e q u i p m e n t a n d t h e co n s t r u c t i o n o f t e m p o r a r y s o u n d b a r r i e r s be t w e e n c o n s t r u c t i o n s i t e s a n d n e a r b y s e n s i t i v e re c e p t o r s . Co n f i r m a t i o n t h a t no i s e a t t e n u a t i o n te c h n i q u e s a r e u s e d to r e d u c e n o i s e le v e l s . Du r i n g co n s t r u c t i o n Pe r i o d i c a l l y du r i n g co n s t r u c t i o n Ci t y o f S a n t a Mo n i c a Bu i l d i n g a n d Sa f e t y D i v i s i o n an d o n s i t e co n s t r u c t i o n ma n a g e r . CO N - 2 ( e ) C o n s t r u c t i o n S i g n P o s t i n g . In ac c o r d a n c e w i t h M u n i c i p a l C o d e S e c t i o n 4. 1 2 . 1 2 0 , t h e p r o j e c t a p p l i c a n t s h a l l b e r e q u i r e d to p o s t a s i g n i n f o r m i n g a l l w o r k e r s a n d su b c o n t r a c t o r s o f t h e t i m e r e s t r i c t i o n s f o r co n s t r u c t i o n a c t i v i t i e s . T h e s i g n s h a l l a l s o i n c l u de th e C i t y t e l e p h o n e n u m b e r s w h e r e v i o l a t i o n s c a n be r e p o r t e d a n d c o m p l a i n t s a s s o c i a t e d w i t h co n s t r u c t i o n n o i s e c a n b e s u b m i t t e d . Co n f i r m a t i o n t h a t t h e ap p l i c a n t p o s t s a s i g n in f o r m i n g a l l w o r k e r s an d s u b c o n t r a c t o r s o f ti m e r e s t r i c t i o n s f o r co n s t r u c t i o n a n d C i t y te l e p h o n e n u m b e r s . Pr i o r t o co n s t r u c t i o n a n d du r i n g co n s t r u c t i o n . On c e p r i o r t o co n s t r u c t i o n a n d pe r i o d i c a l l y du r i n g co n s t r u c t i o n . Ci t y o f S a n t a Mo n i c a Bu i l d i n g a n d Sa f e t y D i v i s i o n . Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 St . M o n i c a C h u r c h C a m p u s E n h a n c e m e n t P r o j e c t E I R Mi t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g r a m City of Santa Monica 6 Compliance Verification Mi t i g a t i o n M e a s u r e / C o n d i t i o n o f A p p r o v a l A c t i o n R e q ui r e d Wh e n Mo n i t o r i n g t o Oc c u r Mo n i t o r i n g Fr e q u e n c y Re s p o n s i b l e Ag e n c y o r Pa r t y In i t i a l D a t e C o m m e n t s CO N - 3 ( a ) Fu g i t i v e D u s t C o n t r o l M e a s u r e s . Th e f o l l o w i n g s h a l l b e i m p l e m e n t e d d u r i n g co n s t r u c t i o n t o m i n i m i z e f u g i t i v e d u s t a n d as s o c i a t e d p a r t i c u l a t e e m i s s i o n s : Su f f i c i e n t l y w a t e r a l l e x c a v a t e d o r g r a d e d ma t e r i a l t o p r e v e n t e x c e s s i v e a m o u n t s o f d u s t . Wa t e r i n g s h a l l o c c u r a t l e a s t t h r e e t i m e s d a i l y wi t h c o m p l e t e c o v e r a g e , p r e f e r a b l y a t t h e s t a r t of t h e d a y , i n t h e l a t e m o r n i n g a n d a f t e r w o r k i s do n e f o r t h e d a y . Ce a s e a l l g r a d i n g , e a r t h m o v i n g o r e x c a v a t i o n ac t i v i t i e s d u r i n g p e r i o d s o f h i g h w i n d s ( i . e . , gr e a t e r t h a n 2 0 m p h m e a s u r e d a s in s t a n t a n e o u s w i n d g u s t s ) s o a s t o p r e v e n t ex c e s s i v e a m o u n t s o f d u s t . Se c u r e l y c o v e r a l l m a t e r i a l t r a n s p o r t e d o n a n d of f - s i t e t o p r e v e n t e x c e s s i v e a m o u n t s o f d u s t . Co v e r a l l s o i l s t o c k p i l e s . Li m i t o n - s i t e v e h i c l e s p e e d s t o 1 5 m p h . In s t a l l w h e e l w a s h e r s w h e r e v e h i c l e s e n t e r a n d ex i t t h e c o n s t r u c t i o n s i t e o n t o p a v e d r o a d s o r wa s h o f f t r u c k s a n d a n y e q u i p m e n t l e a v i n g t h e si t e e a c h t r i p . Ap p o i n t a c o n s t r u c t i o n r e l a t i o n s o f f i c e r t o a c t a s a c o m m u n i t y l i a i s o n c o n c e r n i n g o n - s i t e co n s t r u c t i o n a c t i v i t y i n c l u d i n g r e s o l u t i o n o f is s u e s r e l a t e d t o P M 10 g e n e r a t i o n . Sw e e p s t r e e t s a t t h e e n d o f t h e d a y u s i n g SC A Q M D R u l e 1 1 8 6 c e r t i f i e d s t r e e t s w e e p e r s or r o a d w a y w a s h i n g t r u c k s i f v i s i b l e s o i l i s ca r r i e d o n t o a d j a c e n t p u b l i c p a v e d r o a d s (r e c o m m e n d w a t e r s w e e p e r s w i t h r e c l a i m e d wa t e r ) . Co n f i r m a t i o n t h a t fu g i t i v e d u s t c o n t r o l me a s u r e s a r e im p l e m e n t e d o n t h e pr o j e c t s i t e . Du r i n g co n s t r u c t i o n . Pe r i o d i c a l l y du r i n g co n s t r u c t i o n Ci t y o f S a n t a Mo n i c a Bu i l d i n g a n d Sa f e t y D i v i s i o n an d o n s i t e co n s t r u c t i o n ma n a g e r . CO N - 3 ( b ) Oz o n e P r e c u r s o r C o n t r o l M e a s u r e s . Th e f o l l o w i n g s h a l l b e i m p l e m e n t e d t h r o u g h o u t co n s t r u c t i o n t o m i n i m i z e e m i s s i o n s o f o z o n e pr e c u r s o r s R O G a n d N O x : Eq u i p m e n t e n g i n e s s h a l l b e m a i n t a i n e d i n g o o d co n d i t i o n a n d i n p r o p e r t u n e p e r m a n u f a c t u r e r ’ s sp e c i f i c a t i o n s ; Co n f i r m a t i o n t h a t oz o n e p r e c u r s o r co n t r o l m e a s u r e s a r e im p l e m e n t e d th r o u g h o u t co n s t r u c t i o n . Du r i n g co n s t r u c t i o n . Pe r i o d i c a l l y du r i n g co n s t r u c t i o n . Ci t y o f S a n t a Mo n i c a Bu i l d i n g a n d Sa f e t y D i v i s i o n an d o n s i t e co n s t r u c t i o n ma n a g e r . Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 St . M o n i c a C h u r c h C a m p u s E n h a n c e m e n t P r o j e c t E I R Mi t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g r a m City of Santa Monica 7 Compliance Verification Mi t i g a t i o n M e a s u r e / C o n d i t i o n o f A p p r o v a l A c t i o n R e q ui r e d Wh e n Mo n i t o r i n g t o Oc c u r Mo n i t o r i n g Fr e q u e n c y Re s p o n s i b l e Ag e n c y o r Pa r t y In i t i a l D a t e C o m m e n t s Co n s t r u c t i o n p e r i o d s s h a l l b e s c h e d u l e d t o oc c u r o v e r a l o n g e r t i m e p e r i o d ( i . e . l e n g t h e n fr o m 6 0 d a y s t o 9 0 d a y s ) d u r i n g t h e s m o g se a s o n s o a s t o m i n i m i z e t h e n u m b e r o f ve h i c l e s a n d e q u i p m e n t o p e r a t i n g si m u l t a n e o u s l y ; a n d Th e a p p l i c a n t s h a l l u s e n e w t e c h n o l o g i e s t o co n t r o l o z o n e p r e c u r s o r e m i s s i o n s a s t h e y be c o m e r e a d i l y a v a i l a b l e . CO N - 3 ( c ) Lo w R O G / V O C C o a t i n g s . Al l i n t e r i o r an d e x t e r i o r s u r f a c e s o f o n s i t e s t r u c t u r e s , i f pa i n t e d , s h a l l u t i l i z e l o w V O C c o a t i n g s . Co n f i r m a t i o n t h a t l o w RO G / V O C c o a t i n g s ar e u s e d Du r i n g p a i n t i n g of o n s i t e st r u c t u r e s On c e p r i o r t o pa i n t i n g o f o n s i t e st r u c t u r e s Ci t y o f S a n t a Mo n i c a Bu i l d i n g a n d Sa f e t y D i v i s i o n an d o n s i t e co n s t r u c t i o n ma n a g e r . HI S T O R I C R E S O U R C E S HR - 1 ( a ) D o c u m e n t a t i o n R e p o r t . A hi s t o r i c p r e s e r v a t i o n p r o f e s s i o n a l qu a l i f i e d i n a c c o r d a n c e w i t h t h e Se c r e t a r y o f t h e I n t e r i o r ’ s S t a n d a r d s sh a l l b e s e l e c t e d t o c o m p l e t e a do c u m e n t a t i o n r e p o r t o n t h e P a s t o r a l Ce n t e r a n d H i g h S c h o o l E a s t p o r t i o n t o be d e m o l i s h e d . T h e b u i l d i n g t o b e de m o l i s h e d s h a l l b e d o c u m e n t e d w i t h ar c h i v a l q u a l i t y p h o t o g r a p h s o f a t y p e an d f o r m a t a p p r o v e d b y t h e C i t y o f Sa n t a M o n i c a . T h i s d o c u m e n t a t i o n , al o n g w i t h h i s t o r i c a l b a c k g r o u n d o f t h e pr o p e r t i e s p r e p a r e d f o r t h i s p r o p e r t y , sh a l l b e s u b m i t t e d t o a n a p p r o p r i a t e re p o s i t o r y a p p r o v e d b y t h e C i t y . T h e do c u m e n t a t i o n r e p o r t s s h a l l b e co m p l e t e d a n d a p p r o v e d b y t h e C i t y pr i o r t o t h e i s s u a n c e o f d e m o l i t i o n pe r m i t s . Co m p l e t i o n o f a do c u m e n t a t i o n r e p o r t on t h e p r o p e r t y t o b e de m o l i s h e d . Pr i o r t o i s s u a n c e of d e m o l i t i o n pe r m i t s . On c e p r i o r t o is s u a n c e o f de m o l i t i o n pe r m i t s . Ci t y o f S a n t a Mo n i c a Pl a n n i n g a n d Co m m u n i t y De v e l o p m e n t De p a r t m e n t an d p r o j e c t ap p l i c a n t . HR - 1 ( b ) A r c h i t e c t u r a l P l a n s . Pr i o r t o t h e is s u a n c e o f b u i l d i n g p e r m i t s , t h e C i t y o f S a n t a Mo n i c a s h a l l f i n d t h a t t h e f i n a l a r c h i t e c t u r a l p l a n s fo r t h e p r o p o s e d n e w c o n s t r u c t i o n c o n f o r m s t o Co n f i r m a t i o n t h a t t h e ar c h i t e c t u r a l p l a n s f o r th e p r o j e c t c o n f o r m t o th e S e c r e t a r y o f t h e Pr i o r t o i s s u a n c e of b u i l d i n g pe r m i t s . On c e p r i o r t o is s u a n c e o f bu i l d i n g p e r m i t s . Ci t y o f S a n t a Mo n i c a Pl a n n i n g a n d Co m m u n i t y Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 St . M o n i c a C h u r c h C a m p u s E n h a n c e m e n t P r o j e c t E I R Mi t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g r a m City of Santa Monica 8 Compliance Verification Mi t i g a t i o n M e a s u r e / C o n d i t i o n o f A p p r o v a l A c t i o n R e q ui r e d Wh e n Mo n i t o r i n g t o Oc c u r Mo n i t o r i n g Fr e q u e n c y Re s p o n s i b l e Ag e n c y o r Pa r t y In i t i a l D a t e C o m m e n t s th e S e c r e t a r y o f t h e I n t e r i o r ’ s S t a n d a r d s f o r Re h a b i l i t a t i o n i n t e r m s o f i t s a r c h i t e c t u r a l d e s i g n , pr o p o r t i o n s , b u l k , s c a l e a n d m a t e r i a l s , a s i t re l a t e s t o t h e p o t e n t i a l d i s t r i c t . T h e C i t y o f S a n ta Mo n i c a h a s m a d e t h e f i n d i n g r e q u i r e d b y t h i s Se c t i o n i n S e c t i o n 2 . 6 ( f ) o f t h e D e v e l o p m e n t Ag r e e m e n t . T h e S e c r e t a r y ’ s S t a n d a r d s ap p l i c a b l e t o r e l a t e d n e w c o n s t r u c t i o n a n d al t e r a t i o n s t o h i s t o r i c p r o p e r t i e s a r e n u m b e r s 3 , 9 an d 1 0 . T h e s e s t a n d a r d s a r e l i s t e d b e l o w . 3. E a c h p r o p e r t y s h a l l b e r e c o g n i z e d a s a ph y s i c a l r e c o r d o f i t s t i m e , p l a c e , a n d u s e . Ch a n g e s t h a t c r e a t e a f a l s e s e n s e o f h i s t o r i c a l de v e l o p m e n t , s u c h a s a d d i n g c o n j e c t u r a l f e a t u r e s or e l e m e n t s f r o m o t h e r h i s t o r i c p r o p e r t i e s , s h a l l no t b e u n d e r t a k e n . 9. N e w a d d i t i o n s , e x t e r i o r a l t e r a t i o n s , o r r e l a t e d ne w c o n s t r u c t i o n s h a l l n o t d e s t r o y h i s t o r i c ma t e r i a l s , f e a t u r e s , a n d s p a t i a l r e l a t i o n s h i p s t h a t ch a r a c t e r i z e t h e p r o p e r t y . T h e n e w w o r k s h a l l b e di f f e r e n t i a t e d f r o m t h e o l d a n d s h a l l b e c o m p a t i b l e wi t h t h e h i s t o r i c m a t e r i a l s , f e a t u r e s , s i z e , s c a l e an d p r o p o r t i o n , a n d m a s s i n g t o p r o t e c t t h e in t e g r i t y o f t h e p r o p e r t y a n d i t s e n v i r o n m e n t . 10 . N e w a d d i t i o n s a n d a d j a c e n t o r r e l a t e d n e w co n s t r u c t i o n s h a l l b e u n d e r t a k e n i n s u c h a ma n n e r t h a t , i f r e m o v e d i n t h e f u t u r e , t h e es s e n t i a l f o r m a n d i n t e g r i t y o f t h e h i s t o r i c p r o p e r ty an d i t s e n v i r o n m e n t w o u l d b e u n i m p a i r e d . In o r d e r t o c o m p l y w i t h t h e s e s t a n d a r d s , t h e pa l a t e o f a r c h i t e c t u r a l d e t a i l s u t i l i z e d f o r t h e n e w co n s t r u c t i o n s h a l l b e d r a w n f r o m t h e S p a n i s h Re v i v a l s t y l e a s i t w a s e m p l o y e d f o r S t . M o n i c a ’ s Ch u r c h a n d S c h o o l f r o m 1 9 2 5 - 1 9 5 6 , i n c l u d i n g , bu t n o t l i m i t e d t o , w i n d o w a n d d o o r t r e a t m e n t s , ro o f i n g , r o o f s h a p e s , a n d c l a d d i n g m a t e r i a l s . T h e ne w c o n s t r u c t i o n s h a l l b e c o m p a t i b l e w i t h , b u t n o t im i t a t i v e o f , t h e h i s t o r i c b u i l d i n g s w i t h i n t h e S t . In t e r i o r ’ s S t a n d a r d s . De v e l o p m e n t De p a r t m e n t an d p r o j e c t ap p l i c a n t . Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 St . M o n i c a C h u r c h C a m p u s E n h a n c e m e n t P r o j e c t E I R Mi t i g a t i o n M o n i t o r i n g a n d R e p o r t i n g P r o g r a m City of Santa Monica 9 Compliance Verification Mi t i g a t i o n M e a s u r e / C o n d i t i o n o f A p p r o v a l A c t i o n R e q ui r e d Wh e n Mo n i t o r i n g t o Oc c u r Mo n i t o r i n g Fr e q u e n c y Re s p o n s i b l e Ag e n c y o r Pa r t y In i t i a l D a t e C o m m e n t s Mo n i c a ’ s C h u r c h a n d S c h o o l d i s t r i c t , i n t e r m s o f pr o p o r t i o n s , b u l k , s c a l e a n d m a t e r i a l s . Do c u S i g n E n v e l o p e I D : A C 9 C 9 6 6 C - E D 3 C - 4 7 6 3 - 9 7 4 3 - D E 8 4 D 0 8 C 8 8 1 3 1 Exhibit “J” Conditions of Approval, including EIR Historic Mitigation Measures Conditions of Approval Project Specific Conditions 1. Saint Monica shall be required to design and construct the Community Center to achieve a minimum LEED Silver certification, pursuant to the LEED Rating System. At its discretion, Saint Monica shall decide whether to pursue actual certification from the US Green Building Council for the project or instead obtain City verification of compliance with LEED Silver standards. If LEED Silver certification through City verification is pursued, achievement of a LEED Silver shall be documented and verified as follows: A. Prior to the submission of plans for Architecture Review Board review, Saint Monica shall submit a preliminary checklist of anticipated LEED credits for review by the City of Santa Monica Green Building Program Advisor along with a narrative to demonstrate that the Project is likely to achieve LEED credits equivalent to a "Silver" certification under the LEED Rating System. B. As part of the plan check submittal, Saint Monica shall submit the LEED Credits identified as Design Phase credits for review by the City’s Green Building Program Advisor to demonstrate that the Project is likely to achieve “Silver” certification. C. Prior to issuance of a final Certificate of Occupancy, LEED Credits identified as Construction Phase credits must be verified by the City’s Green Building Program Advisor, which approval shall not be unreasonably withheld. Saint Monica shall meet with the City’s Green Building Program Advisor at least 30 days prior to submittal of the LEED Credits of the purpose of reviewing the LEED progress A temporary Certificate of Occupancy may be issued until LEED “Silver” certification is officially determined by the City’s Green Building Program Advisor. The temporary certificate of occupancy shall be converted to a permanent certificate of occupancy once the City’s Green Building Program Advisor determines that the Project has incorporated sufficient credits to achieve a LEED “Silver” certification. If LEED Silver certification through the US Green Building Council is pursued, the following steps shall be followed: A. Prior to the time of the submission of plans for Architecture Review Board review, Saint Monica shall register the Project with the U.S. Green Building DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 2 Council (USGBC) under the LEED Rating System for certification and submit a checklist of attempted LEED credits for review by the City of Santa Monica Green Building Program Advisor to demonstrate that the Project is likely to achieve a “Silver” certification under the LEED Rating System. B. At the time of plan check submittal, Saint Monica shall submit the Project to the USGBC for Design Review and shall submit the results of the Design Review to the City’s Green Building Program Advisor to demonstrate that the Project is likely to achieve “Silver” certification. C. A temporary certificate of occupancy may be issued until the LEED “Silver” certification is officially granted by the USGBC. The temporary certificate of occupancy shall be converted to a permanent certificate of occupancy upon the Project achieving a LEED “Silver” certification by the USGBC or if the City’s Green Building Program Advisor determines that the Project has incorporated sufficient credits to likely achieve a LEED “Silver” certification. 7th Street Site Conditions 2. The parking lot at 1140 7th Street shall be for use of Saint Monica Church, school staff, parishioners, and neighborhood area residents, as permitted by Saint Monica pursuant to this Restated Agreement. Furthermore, the lot shall be used for parking of vehicles only and shall not be used for commercial purposes. 3. The parking lot landscaping peninsulas and perimeter strips shall remain and be maintained for the life of the parking lot use of 1140 7th Street. Furthermore, maintenance shall occur on a weekly basis and shall occur during the hours of 9:00 a.m. to 5:00 p.m. 4. The parking lot located at 1140 7th Street shall be available for use by Saint Monica church, school staff, and parishioners from 7:00 a.m. to 10:00 p.m. on weekdays and 8:00 a.m. to 10:00 p.m. on Saturday and Sunday with the exception that on religious holidays and for special events a request for approval of alternate hours may be made in writing to the Director of the Community Development Department. Subject to the limitations in Exhibit “L”, including with respect to the eventual closure of the parking lot at 1140 7th Street, Saint Monica will make available through a permit process, as set forth in Exhibit “L”, on a requested permit basis, fifteen parking spaces for neighborhood resident use overnight between the hours of 8:00pm to 7:00am on weekdays and Sunday, and between the hours of 8:00pm to 9:00am on Saturday. 5. Vehicular access to and from the parking lot shall be via 6th Court from Wilshire Boulevard. Signs shall be posted informing Saint Monica church, school staff, parishioners, and residents exiting the lot that all cars shall make a left turn only. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 3 This will ensure southbound travel down 6th Court in order to access Wilshire Boulevard. 6. Signage shall be posted throughout the lot which shall read, “Please Be Quiet; Residential Neighborhood” in order to help mitigate noise impacts to the immediate residential uses. Administrative 7. In the event permittee violates or fails to comply with any conditions of approval of this permit, no further permits, licenses, approvals or certificates of occupancy shall be issued until such violation has been fully remedied. Conformance with Approved Plans 8. This approval is for those plans dated March 5, 2010, 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. 9. Minor amendments to the plans shall be subject to approval by the Director of the Community Development Department. A significant change in the approved concept shall be subject to review as provided in the Restated Agreement. Construction shall be in conformance with the plans submitted or as modified in accordance with the Development Agreement. 10. Except as otherwise provided by the Restated Agreement, project plans shall comply with all other 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. 11. Final parking layout and specifications for the surface and subterranean parking shall be subject to the review and approval of the Transportation Management Division. Mitigation Monitoring Program 12. Pursuant to the requirements of Public Resources Code Section 21081.6, the City Planning Division will coordinate a monitoring and reporting program regarding any required changes to the project made in conjunction with project approval and any conditions of approval, including those conditions intended to mitigate or avoid significant effects on the environment. This program shall include, but is not limited to, ensuring that the City Planning Division itself and other City divisions and departments such as the Building and Safety Division, the Department of DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 4 Environmental and Public Works, the Fire Department, the Police Department, the Community Development Department and the Finance Department are aware of project requirements which must be satisfied prior to issuance of a Building Permit, Certificate of Occupancy, or other permit, and that other responsible agencies are also informed of conditions relating to their responsibilities. Project owner shall demonstrate compliance with conditions of approval in a written report submitted to the Community Development Director and Building Officer prior to issuance of a Building Permit or Certificate of Occupancy, and, as applicable, provide periodic reports regarding compliance with such conditions. Historic Mitigation Measures (EIR) 13. Documentation Report. A historic preservation professional qualified in accordance with the Secretary of the Interior’s Standards shall be selected to complete a documentation report on the Pastoral Center and High School East portion to be demolished. The building to be demolished shall be documented with archival quality photographs of a type and format approved by the City of Santa Monica. This documentation, along with historical background of the properties prepared for this property, shall be submitted to an appropriate repository approved by the City. The documentation reports shall be completed and approved by the City prior to the issuance of demolition permits. 14. Architectural Plans. Prior to the issuance of building permits, the City of Santa Monica shall find that the final architectural plans for the proposed new construction conforms to the Secretary of the Interior’s Standards for Rehabilitation in terms of its architectural design, proportions, bulk, scale and materials, as it relates to the potential district. The Secretary’s Standards applicable to related new construction and alterations to historic properties are numbers 3, 9 and 10. These standards are listed below. 3. Each property shall be recognized as a physical record of its time, place, and use. Changes that create a false sense of historical development, such as adding conjectural features or elements from other historic properties, shall not be undertaken. 9. New additions, exterior alterations, or related new construction shall not destroy historic materials, features, and spatial relationships that characterize the property. The new work shall be differentiated from the old and shall be compatible with the historic materials, features, size, scale and proportion, and massing to protect the integrity of the property and its environment. 10.New additions and adjacent or related new construction shall be undertaken in such a manner that, if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 5 In order to comply with these standards, the palate of architectural details utilized for the new construction shall be drawn from the Spanish Revival style as it was employed for Saint Monica’s Church and School from 1925- 1956, including, but not limited to, window and door treatments, roofing, roof shapes, and cladding materials. The new construction shall be compatible with, but not imitative of, the historic buildings within the Saint Monica’s Church and School district, in terms of proportions, bulk, scale and materials. The City of Santa Monica has made the finding required by this Condition 14 in Section 2.6(f) of the Development Agreement. Cultural Resources 15. Saint Monica has exercised its right under Government Code Section 37361 to exempt its Pastoral Center, church, rectory, and elementary and high school buildings from the Santa Monica Landmarks and Historic District Ordinance and all other laws and regulations providing for the protection, enhancement, perpetuation or use of places, buildings, structures, works of art, and other objects having a special character or special historical or aesthetic interest or value. Therefore, the sixty (60) day review period by the Landmarks Commission to determine whether an application for landmark designation shall be filed that normally occurs after the filing of a demolition permit for buildings or structures forty (40) years of age or older does not apply to the Pastoral Center, church, rectory, and elementary and high school buildings. 16. If any archaeological remains are uncovered during excavation or construction, work in the affected area shall be suspended and a recognized specialist shall be contacted to conduct a survey of the affected area at project's owner's expense. A determination shall then be made by the Director of the Community Development Department to determine the significance of the survey findings and appropriate actions and requirements, if any, to address such findings. Final Design 17. The Architecture Review Board shall address all building exterior facades, including specific attention regarding minor revisions to the top portion of the corner chapel element, colors and materials, and associated typical and significant details, sun-shading devices, details and operation thereof, and pedestrian orientation, experience, path of travel and associated hardscape. The ARB shall pay particular attention to the courtyard/playground landscaping plan that should include adequate landscaping and tree canopy, and parking space striping that is sensitive to the playground aesthetics. Plans for final design, landscaping, irrigation, screening, trash enclosures, outdoor lighting, and signage shall also be subject to review and approval by the Architecture Review Board However, the ARB shall have no authority to disapprove or otherwise adversely affect any DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 6 features of the Project which have been approved by this Agreement, as set forth in the Project Plans (overall height, parcel coverage, setbacks, and stepbacks, or any other structural design aspect of any buildings constituting a part of the Project Plans and signage locations) pursuant to the Restated Agreement. . 18. Landscaping plans shall comply with Subchapter 9.04.10.04 (Landscaping Standards) of the Zoning Ordinance including use of water-conserving landscaping materials, landscape maintenance and other standards contained in the Subchapter. 19. Refuse areas, storage areas and mechanical equipment shall be screened in accordance with SMMC Section 9.04.10.02.130, 140, and 150. Refuse areas shall be of a size adequate to meet on-site need, including recycling. The Architecture Review Board in its review shall pay particular attention to the screening of such areas and equipment. Any rooftop mechanical equipment shall be minimized in height and area, and shall be located in such a way as to minimize noise and visual impacts to surrounding properties. Unless otherwise approved by the Architecture Review Board, rooftop mechanical equipment shall be located at least five feet from the edge of the roof. Except for solar hot water heaters, no residential water heaters shall be located on the roof. 20. No gas or electric meters shall be located within the required front or street side yard setback areas. The Architecture Review Board in its review shall pay particular attention to the location and screening of such meters. 21. Prior to consideration of the project by the Architecture Review Board, the applicant shall review disabled access requirements with the Building and Safety Division and make any necessary changes in the project design to achieve compliance with such requirements. The Architecture 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. 22. Prior to submittal of landscaping plans for Architecture Review Board approval, the applicant shall contact Public Works Management regarding urban runoff plans and calculations. 23. As appropriate, the Architectural Review Board shall require the use of anti-graffiti materials on surfaces likely to attract graffiti. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 7 Construction Plan Requirements 24. Final building plans submitted for approval of a building permit shall include on the plans a list of all permanent mechanical equipment to be placed indoors which may be heard outdoors. Demolition Requirements 25. Until such time as the demolition is undertaken, and unless the structure is currently in use, the existing structure shall be maintained and secured by boarding up all openings, erecting a security fence, and removing all debris, bushes and planting that inhibit the easy surveillance of the property to the satisfaction of the Building and Safety Officer and the Fire Department. Any landscaping material remaining shall be watered and maintained until demolition occurs. 26. Prior to issuance of a demolition permit, applicant shall prepare for Building Division approval a rodent and pest control plan to insure that demolition and construction activities at the site do not create pest control impacts on the project neighborhood. Standard Conditions 27. No fence, gate, or wall within the required front yard setback, inclusive of any subterranean garage slab and fencing, gate, or railing on top thereof, shall exceed a height of 42" above actual grade of the property. 28. 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. 29. 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. 30. The property owner shall insure any graffiti on the site is promptly removed through compliance with the City’s graffiti removal program. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 8 Transportation Management Conditions 31. Concurrent with the issuance of a Certificate of Occupancy for the Community Center, Saint Monica shall implement the proposed vehicular circulation plan that manages the access of vehicular traffic based on the various campus activities: A. Monday-Friday Morning Student Drop-Off: Enter on Washington Ave. driveway and exit using north driveway on Lincoln Blvd. B. Monday-Friday Afternoon Student Pick-Up: Enter on Washington Ave. driveway and exit using California Avenue driveway. C. Monday-Friday Daytime / Evening Parishioner Access: Enter on California Ave. driveway, utilize subterranean parking garage, and exit using south driveway on Lincoln Blvd. D. Sunday Mass and Event Parking: Enter on Washington Ave. driveway and utilize courtyard surface parking and subterranean parking garage, and exit using north and south driveway on Lincoln Blvd and Washington Ave. driveway. 32. As set forth in Exhibit “L”, prior to issuance of a Certificate of Occupancy for the Community Center, Saint Monica shall prepare, implement and maintain a Transportation Demand Management (TDM) strategy that shall be designed to manage traffic and all of its sources. PUBLIC WORKS DEPARTMENT (PW) Drainage 33. To mitigate storm water and surface runoff from the project site, an Urban Runoff Mitigation Plan may be required by the Department of Public Works pursuant to Municipal Code Chapter 7.10. Prior to submittal of landscape plans for Architectural Review Board approval, the applicant shall contact Public Works to determine applicable requirements, which include the following: Non-stormwater runoff, sediment and construction waste from the construction site and parking areas is prohibited from leaving the site; An sediments or materials which are tracked off-site must be removed the same day they are tracked off-site; Excavated soil must be located on the site and soil piles should be covered and otherwise protected so that sediments do not go into the street or adjoining properties; Washing of construction or other vehicles shall be allowed adjacent to a construction site. No runoff from washing vehicles on a construction site shall be allowed to leave the site; DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 9 Drainage controls may be required depending on the extent of grading and topography of the site; and New development is required to reduce projected runoff pollution by at least twenty percent through incorporation of design elements or principles, such as increasing permeable surfaces, diverting or catching runoff via swales, berms, and the like; orientation of drain gutters towards permeable areas; modification of grades; use of retention structures and other methods. 34. Parking areas and structures generating wastewater with significant oil and grease content are required to pretreat these wastes before discharging to the City sewer or storm drain system. Pretreatment will require that a clarifier or oil/water separator be installed and maintained on site. In cases where settleable solids are present (or expected) in greater amounts than floatable oil and grease, a clarifier unit will be required. In cases where the opposite waste characteristics are present, an oil/water separator with automatic oil draw-off will be required instead. The Public Works Department will set specific requirements. Building permit plans shall show the required installation. Hazardous Materials 35. 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 Public Works /Environmental Programs 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. Streets 36. Unless otherwise approved by the Department of Public Works, all sidewalks shall be kept clear and passable during the grading and construction phase of the project. 37. Sidewalks, curbs, gutters, paving and driveways which need replacing or removal as a result of the project as determined by the Department of Public Works shall be reconstructed to the satisfaction of the Department of Public Works. Approval for this work shall be obtained from the Department of Public Works prior to issuance of the building permits. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 10 38. Street and/or alley lighting shall be provided on public rights of way adjacent to the project if and as needed per the specifications and with the approval of the Department of Public Works. Off-site 39. Any off site improvements required by the City Engineer shall be installed. Plans and specifications for off site improvements shall be prepared by a registered civil engineer and approved by the City Engineer. Environmental Mitigation 40. To mitigate solid waste impacts, prior to issuance of a Certificate of Occupancy, project owner shall submit a recycling plan to the Department of Public Works for its approval. The recycling plan shall include: 1) List of materials such as white paper, computer paper, metal cans, and glass to be recycled; 2) Location of recycling bins; 3) Designated recycling coordinator; 4) Nature and extent of internal and external pick-up service; 5) Pick-up schedule; and 6) Plan to inform tenants/ occupants of service. 41. Ultra-low flow plumbing fixtures are required on all new development and remodeling where plumbing is to be added, including dual flush toilets, 1.0 gallon urinals and low flow shower heads. OPEN SPACE MANAGEMENT 42. Street trees shall be maintained, relocated or provided as required in a manner consistent with the City's Community Forest Management Plan 2000, per the specifications of the Open Space Management Division of the Community and Cultural Service Department and the City’s Tree Code (SMMC Chapter 7.40). No street trees shall be removed without the approval of the Open Space Management Division. FIRE 43. If a security gate is provided across the opening to the subterranean garage, the security gate shall be equipped with an electronic or other system which will open the gate to provide visitors with vehicular access to the garage without leaving their vehicles. The security gate shall receive approval of the Police and Fire Departments prior to issuance of a building permit. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 11 Condition Monitoring 44. The applicant authorizes reasonable City inspections of the property to ensure compliance with the conditions of approval imposed by the City in approving this project and will bear the reasonable cost of these inspections. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Exhibit “K” [INTENTIONALLY OMITTED] DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 1 Exhibit “L” Public Benefits Transportation Demand Management Program Prior to issuance of a Certificate of Occupancy for the Community Center, Saint Monica shall prepare, implement and maintain a Transportation Demand Management (TDM) strategy that shall be designed to manage traffic and all of its sources. The following measures memorialize the developer’s TDM plan: Employee Transportation Coordinator: An Employee Transportation Coordinator (“Coordinator”) shall be designated as required by the City of Santa Monica's Transportation Management Division in accordance with SMMC Section 9.16. The Coordinator shall manage all aspects of this Transportation Demand Management (“TDM”) Program. Compliance with SMMC Section 9.16, Performance Targets and Monitoring. Saint Monica shall comply with the SMMC Section 9.16, and be categorized as an employer of 50 or more employees regardless of the actual number of employees, with plan fees based on the actual number of employees. Saint Monica shall prepare and file Employee Trip Reduction Plans for its sites (or a multi-site plan), that meet or exceed City requirements. Saint Monica shall submit a plan, prior to issuance of a Certificate of Occupancy for the Community Center, that it believes will result in attaining and sustaining the City-wide AVR goal of 1.5 for both a.m. and p.m. peak periods, to be achieved within two years of the issuance of a Certificate of Occupancy for the Community Center. Should Saint Monica not achieve the target AVR of 1.5 in any year, Saint Monica shall revise its strategies for the upcoming year subject to the approval of the Planning Director, to achieve the performance target herein while not substantially increasing the cost of the TDM Program. The AVR goal of 1.5 applies to employees only. Failure to achieve the performance target herein shall not constitute a Default as defined in this Agreement. Moreover, the Applicant (or Applicant's successors and assigns) shall be required to prepare annual compliance forms detailing TDM effectiveness and current AVR levels and submit the completed forms to the City regardless of SCAQMD requirements or other agency requirements or lack thereof. Annual goals for student trip reduction shall be established. Saint Monica shall conduct the initial survey of student travel modes prior to issuance of a Certificate of Occupancy to establish a baseline and annually thereafter. Annual goals shall be established acceptable to the Community Development Director for reductions to single student “chauffeured” trips and student vehicles parked off campus, and a plan to achieve these goals. To DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 2 the extent goals are not achieved in any year, Saint Monica will adjust its program strategies, with the approval of the Community Development Director. Transportation Information Center: Saint Monica shall provide on -site information for employees, parishioners and students about local public transit services (including bus lines, bus fare programs, light rail lines, ride share programs and shuttles) and bicycle facilities (including routes, rental and sales locations, on -site bike racks and showers [for employees only]). Saint Monica shall also provide walking and biking maps for employees, parishioners and students, which shall include, among other things, information about convenient local services and restaurants within walking distance of the Project. Public Transit Subsidy In Lieu of Parking (one- time): Saint Monica shall provide all newly-hired Saint Monica employees a free public transit pass valid everyday for at least the first month of their employment. Guaranteed Return Trip: Saint Monica shall provide van pool, car pool, and transit reliant employees with a return trip (or to the point of commute origin), when a Personal Emergency Situation, or Unplanned Business - related Activity requires it, for a maximum of four trips per year per employee. Drop off/Pick Up Plan: Saint Monica shall prepare a drop off/pick up plan for the schools operated by Saint Monica on the Saint Monica’s Campus that is consistent with Condition of Approval No. 32 (Exhibit J) and will be submitted to the City’s Mobility Division within 120 days of the Restated Effective Date of this Restated Agreement for the Mobility Division’s approval aimed at minimizing traffic impacts and inconvenience to neighbors. Such approval shall not be withheld unreasonably. Other Programs Aimed at Students and Parishioners: 1. On-site Employee Transportation Coordinator. 2. “Safe routes to school” bicycle and pedestrian training programs conducted annually for students, neighbors and parents, in accordance with the SRTS Guide at www.saferoutesinfo.org. including: Development or adaptation of SRTS curricula for each age group to address basic pedestrian and bike safety skills Identifying pedestrian and bike routes to/from Saint Monica’s campuses, student homes, and attractions Community outreach Safety programs Education and encouragement programs Events DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 3 Bike, bus, and walk “buddies” matching Evaluation and appropriate adjustments 3. Celebrate "bike to school' day /week and other events to encourage ridesharing. 4. Transit and walking/biking information in registration packets. 5. Promote carpooling, biking, walking, and transit use via newsletters and at parent meetings. 6. Alert visitors to transit, biking, etc. options whenever parking information is provided in event flyers, advertisements, etc. 7. Provide information about bus service and rideshare opportunities in the church bulletin, special announcements for each of the outreach groups; feature the benefits of walking and bicycling in publications. 8. Orient /locate and sign after -mass activities such that pedestrians, bus riders and bicyclists have equal or superior access in comparison with drivers who come in from the parking area. 9. Encourage and support carpooling to events, school, and services, by providing on-line and/or personalized matching services (note: there are free websites that do this as well as Metro) 10. At least annually, conduct a statistically valid survey to determine how students come to and depart from school, and how parishioners come to services, and submit to the City to measure progress in reducing school commute vehicle trips and parishioner vehicle trips. 11. Offer personalized trip planning assistance for students during registration process and as requested. 12. Submit to the City, annually, a report detailing DA compliance, including the strategies used to reduce student and parishioner vehicle trips, with copies of materials distributed, and survey results tracking progress in trip reduction. Provisions for Bicycle Use: 1. The Project shall provide secure bicycle parking for employees, parishioners and students. For the purpose of this section, secure bicycle parking shall mean bicycle lockers or a secure parking area. The project shall accommodate a minimum of 20 secure bicycle parking spaces. 2. A minimum of one unisex shower and locker facility shall be provided for employees who bicycle or use another active means, powered by human propulsion, of getting to work or who exercise during the work day. 3. Convenient bicycle parking. The Project shall provide bike racks designed to accommodate a minimum of 30 bicycles, or an alternate design approved by the Community Development Director, to be installed in convenient and accessible locations within the Project subject to the approval of the Community Development Director. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 4 Carpool Parking: The Project shall provide preferential parking within the parking garage for project employees who commute to work in employer registered carpools. An employee who drives to work with at least one other employee in the Project may register as a carpool entitled preferential parking. Transportation Demand Management Association: Saint Monica shall be required to participate in the formation of a geographic-based Transportation Demand Management Association that may be defined by the City. As part of the Land Use and Circulation Element Update process, the City is considering establishing Transportation Demand Management Associations. Transportation Demand Management Associations would provide employees, businesses, and visitors and residents of an area with resources to increase the amount of trips taken by transit, walking, bicycling, and carpooling. If the City adopts a requirement that a Transportation Demand Management Association be formed for this geographic area, the property owner and tenants shall assist the City on forming such organization and participate in organizational meetings, and provide traffic demand data to the Transportation Demand Management Association. Changes to TDM Program. Subject to approval by the City’s Community Development Director, Saint Monica may modify this TDM program provided the TDM program, as modified, can be demonstrated as equal or superior in its effectiveness in mitigating the traffic-generating effects of this Project. Shared Parking Concurrent with the issuance of a Certificate of Occupancy for the Community Center, Saint Monica will allow neighborhood use of 15 parking spaces located at the off-site surface parking lot at 1140 7th Street (owned by Saint Monica) (the “7th Street Site”) during off-peak hours: 1. Hours of availability: Enter after 8 PM (Daily) Exit before 7 AM (Monday – Friday, Sunday) Exit before 9 AM (Saturday) 2. Blackout periods – on Christmas Eve and Ash Wednesday – all day; and from Holy Thursday at 6:00 PM through Easter at 6:00 PM. 3. By permit issued by Saint Monica with a signed agreement (copy of standard agreement subject to City review prior to commencement of Project construction). 4. Permit valid for one year, renewable annually. 5. Fee for permit is $50 per month payable at the time of permit issuance. Saint Monica may, in its discretion, adjust the parking fee annually by no more than an amount equal to the percentage increase in the Consumer Price Index (CPI), all urban consumers (Los Angeles-Long Beach-Anaheim) as compared with the Restated Effective Date of the Restated Agreement. 6. A minimum 25% discount will be applied to the permit fee for nonprofit organizations. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 5 7. Available to neighborhood residents. The effectiveness of the shared parking program shall be subject to review by the Community Development Director during the annual review of this Development Agreement. The shared parking will continue to be operated until a City planning approval (i.e., Development Review Permit, Administrative Approval, or similar planning approval) is obtained for a replacement multi-family housing project on the 7th Street Site; provided, however, after 10 years from the Restated Effective Date of this Restated Agreement, the 7th Street Site’s parking lot shall cease operations, the shared parking shall be removed, and the 7th Street Site shall only be able to be used for multi-family housing and no other use (except underground parking if permitted by the Zoning Ordinance in effect at such time the request is made). Within 30 days of the Restated Effective Date, Saint Monica shall enter into an agreement with the City, subject to reasonable approval of both parties, that shall be recorded against title in the Official Records of the County of Los Angeles (the “7th Street Agreement”), the contents of which shall include the following provisions: - If the 7th Street Site is redeveloped into something other than a surface parking lot, it may only be redeveloped into a multiple-unit housing project and may not be developed for any other purpose, even if another use is permitted under then applicable zoning laws (except underground parking if permitted by the Zoning Ordinance in effect at the time such request is made). Any planning approval for a replacement multi-family housing project on the 7th Street Site shall be subject to regulations in place at the time the application for such planning approval is determined complete, including, but not limited to: (a) the Santa Monica General Plan, (b) the Code, including the Zoning Code; and (c) any and all other 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 therefor. Any multiple-unit housing project on the 7th Street Site shall comply with any City regulation imposing a minimum number of units in effect at the time the project application is deemed complete. - After 10 years from the Restated Effective Date, the 7th Street Site parking lot shall cease operating, the shared parking shall be removed, and the 7th Street Site shall only be able to be used for multiple-unit housing. - Nothing in the 7th Street Agreement shall require Saint Monica, or any successor thereto, to sell, otherwise dispose of, or redevelop the 7th Street Site. - If Saint Monica elects to sell or otherwise dispose of the 7th Street Site for redevelopment, it shall, before selling or disposing of the site for any other purpose: (a) for a period of 60 days solicit from non-profit affordable housing developers notices of interest in developing the site as a 100% affordable housing development (“Solicitation Period”); and (b) if any such developer submits such a notice of interest, negotiate in good faith with that developer for a period of no less DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 6 than 60 days in an effort to reach a final agreement for sale or other disposition of the 7th Street Site at fair market value to that developer for the development on the site of a 100% affordable housing development. - Except as provided in the 7th Street Agreement, the 7th Street Site is not subject to any restrictions or requirements set forth in the Restated Agreement. - The 7th Street Agreement shall run with the land. - Upon the delegation of the duties and obligations under the Restated Agreement, or the sale, transfer, exchange, or hypothecation of the rights and interests of Saint Monica’s interest in the 7th Street Site, noncompliance with the 7th Street Agreement shall not constitute a violation by Saint Monica of the Restated Agreement. - Owner of the 7th Street Site shall provide a minimum of 90-days written notice to all individuals with active permits leasing the parking spaces at the 7th Street Site prior to the closure of the parking lot. Community Meeting Space Concurrent with the issuance of a Certificate of Occupancy for the Community Center, community meeting space will be available to city departments, community groups, and nonprofit organizations as follows: - For one time or periodic meetings or events; annual events are permitted. - Subject to availability based on Saint Monica’s use of the facilities, Saint Monica will make meeting space(s) available between 9 AM and 9 PM, except during Saturday, Sunday, and Holy Day services times. - More space may be available based on Saint Monica’s use of the facilities. - Reservations must be made a minimum of 72 hours prior to the meeting. - Use of the community meeting space shall be free of charge, except for the cleaning deposit described below for an additional reasonable fee for additional equipment and/or services, as may be requested by user(s). - A refundable cleaning deposit of $50 minimum per meeting will be charged (deposit may increase based on size of event /space). - Parking shall be provided free of charge, subject to availability. - Maximum meeting capacity shall not exceed the permitted occupancy capacity under the Building and Safety Code for meeting space(s) available for use. - Special larger capacity events will be considered based on available space. - Saint Monica will provide access information regarding the meeting space on its website via a real-time calendar showing availability and will notify, in writing or via email communication, a list of nonprofit organizations, approved by the City, annually each January of availability. Auditorium Event Space Auditorium event space, located in the auditorium on the south-east end of the campus just north of the Holy Grounds coffee shop and gift store off of California Avenue between Lincoln Boulevard and 7th Street (“South Auditorium”), will be available to City departments, community groups, and nonprofit organizations as follows: DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 7 - For one time or periodic events; annual events are permitted. - Subject to availability based on Saint Monica’s use of the facilities, Saint Monica will make event space available in its South Auditorium between 5 PM and 10 PM on weekdays, except during Holy Day services. - Reservations must be made a minimum of 72 hours in advance. - Use of the South Auditorium shall be rented at a reasonable fee not to exceed the City’s most current rental rates for comparable spaces, a cleaning deposit described below will be required and an additional reasonable fee will be included for equipment and/or services provided by Saint Monica, including but not limited to audio/visual equipment, kitchen facilities and/or security services, as may be requested by the user(s). - A minimum 25% discount for nonprofit organizations shall be applied to the South Auditorium rental fee. - A refundable cleaning deposit of $150 minimum per event will be charged (deposit may increase based on size of event). - Parking shall be provided free of charge for use of the South Auditorium, subject to availability. - Maximum event capacity shall not exceed the permitted occupancy capacity under the Building and Safety Code for event space(s) reserved for use. - Saint Monica will provide access information regarding the South Auditorium on its website via a real-time calendar showing availability and will notify, in written or via email communication, to a list of nonprofit organizations, approved by the City, annually each January of availability. Bookstore/Coffee Bar Bookstore and coffee bar shall be available for public use during all operating hours. Public Parking for City-Sponsored Christine Emerson Reed Park and Miles Memorial Playhouse Events Vehicle parking will be made available for public use by individuals attending City- sponsored events at Christine Emerson Reed Park or Miles Memorial Playhouse in Saint Monica’s Community Center subterranean parking garage as follows: Subject to availability based on use of Saint Monica’s parking facilities and Saint Monica’s reasonable discretion, Saint Monica will allow public parking in its Community Center subterranean parking garage for City-sponsored performances and/or events up to ten (10) times per year. Reservations are limited to weekdays between the hours of 6PM and 10PM, except during Holy Day services. Reservations must be made a minimum of 30 calendar days in advance. Saint Monica shall retain the discretion to cancel reservations upon 7 calendar days’ notice in the event that its parking facilities are needed to accommodate an unexpected Saint Monica event (e.g. a funeral) that will take place during the City-sponsored event. Parking shall be provided free of charge for such events. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 8 The number of vehicles parked in Saint Monica’s subterranean parking garage is subject to availability with a maximum of 40 vehicles per event. Parking shall be provided on a first-come, first-served basis. Public use of the subterranean parking garage is non-exclusive, and Saint Monica may, in its reasonable discretion, provide parking for other events on its campus simultaneously. The City shall provide a parking attendant to coordinate the parking for the public use of the subterranean parking garage during the performances and events at the City’s expense. Prior to allowing public use of the subterranean parking garage for such events, the City will file a user agreement with a certificate of insurance with Saint Monica in the form attached hereto as Exhibit “M”. The user agreement shall be renewed on an annual basis. Saint Monica shall not be responsible for the security and/or safety of individual members of the public utilizing the subterranean parking garage, nor their vehicles or personal belongings. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Exhibit “M” Outside User Agreement [Behind this Page] DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Page 1 of 5 Copyright © 2014 Roman Catholic Archbishop of Los Angeles, a corporation sole. All rights reserved. Revised 2018 OUTSIDE USER AGREEMENT This Outside User Agreement (“Agreement”) is made as of the _____ day of _____________ , 20 by and between ____________________________________________________________ (“Location”) and __________________________________________________ (“User”). Location agrees that certain portions of Location’s property (“Facility”) may be used as set forth herein. User: ___________________________________________________________________________ Address: _________________________________________________________ Attn: _________________________________________________________ Phone: _________________________________________________________ Email: _________________________________________________________ Location: _______________________________________________________________________ Address: _________________________________________________________ Attn: _________________________________________________________ Phone: _________________________________________________________ Email: _________________________________________________________ Facility to be used: _______________________________________________________ Date(s) and Time(s) of use: _________________________________________________________ _________________________________________________________ Purpose of Use: __________________________________________________________________ __________________________________________________________________ Amount of Rent or Fee: ____________________________________________________ Any fees/rent are due prior to the commencement of User’s use. Facility to be Cleaned by: Location ______ Fee: $__________ User _____ Other Provisions: ___________________________________________________________________ ___________________________________________________________________ ___________________________________________________________________ DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Page 2 of 5 Copyright © 2014 Roman Catholic Archbishop of Los Angeles, a corporation sole. All rights reserved. Revised 2018 General Terms and Conditions 1. Use. User agrees to use the Facility as defined above for the use as specified above and for no other purpose without prior written consent of Location, which consent may be withheld. User will not interfere with the daily operations of the Location in any manner. Ingress/egress to Location for regular daily activities shall not be obstructed by User. 2. No Assignment. User agrees not to assign any of its rights under this Agreement without prior written consent of Location, which consent may be withheld. 3. Compliance. User agrees not to commit, allow or suffer any of the following: a. Any waste or nuisance at the Location; b. Any alteration of the Facility without the prior written consent of Location which consent may be withheld; c. Any mechanic’s lien to be filed against the Location; d. Any activity in conflict with the teachings of the Catholic Church; e. Any activity in conflict with the policies and procedures of the Archdiocese of Los Angeles as set forth in the Archdiocesan Administrative Handbook, which can be accessed at http://handbook.la-archdiocese.org, specifically including all Safe Environment policies and procedures, which can be accessed at http://handbook.la-archdiocese.org/chapter-9. Any User who supervises or is in direct, unsupervised and repeated contact with children, the elderly, or people with special needs may be required to complete the initial three-hour VIRTUS® Protecting God's Children for Adults program. 4. Indemnity. To the fullest extent permitted by law, User shall indemnify, defend and hold harmless Location, The Roman Catholic Archbishop of Los Angeles, a corporation sole, Archdiocese of Los Angeles Education & Welfare Corporation, their agents, volunteers and employees (“Indemnified Parties”), from and against all claims, damages, losses and expenses, including but not limited to attorney’s fees and expert costs and fees, and all other costs and expenses incurred as an incident thereto, arising out of, based on or relating to User’s use or occupancy of the Facility or the performance by User of this Agreement or the breach of any term, warranty or representation expressed herein, including any such claims, damages, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of real or personal property, including loss of use resulting therefrom, to the extent caused in whole or in part by any acts or omissions of User, its agents, employees, vendors, subcontractors, guests or invitees, and anyone for whose acts User may be liable, whether or not such claims are based upon the active or passive negligence of Indemnified Parties, except that User shall not be required to indemnify Indemnified Parties against a claim or loss arising from the sole negligence or willful misconduct of Indemnified Parties. In case any action or proceeding is brought against Indemnified Parties because of any such claim, User shall defend the same at User’s expense by counsel reasonably satisfactory to Location. User hereby assumes all risk of damage to property and injury to persons in, on or about the Facility arising from any cause and hereby waives all claims in respect thereof against Indemnified Parties except for damages arising out of the sole negligence or willful misconduct of Indemnified Parties. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Page 3 of 5 Copyright © 2014 Roman Catholic Archbishop of Los Angeles, a corporation sole. All rights reserved. Revised 2018 5. Insurance. During the entire term of this Agreement, User, at its sole cost and expense, shall obtain and keep in force policies of general liability, and property damage insurance with a carrier admitted in the State of California, insuring User against any liability arising out of any act, omission, or alleged act or omission of User and any of its officers, directors, vendors, licensees, employees, agents, independent contractors, guests, volunteers and invitees, including but not limited to property damage, including loss of use, personal or bodily injury, defamation and slander, and automobile liability. The amount of such insurance shall be not less than Two Million Dollars ($2,000,000.00) per occurrence. User shall also obtain and keep in force during the term of this Agreement a policy of workers’ compensation insurance and such other policies of insurance as may be appropriate to cover all usual insurable risks and liabilities as required by the Labor Code of the State of California. Location, The Roman Catholic Archbishop of Los Angeles, a corporation sole and Archdiocese of Los Angeles Education & Welfare Corporation (“Insured Parties”) shall be named additional insured under the general liability policy described above and, to the extent possible, under all other such policies, which said policies shall be so specifically endorsed. All insurance required to be obtained by User pursuant to this Agreement shall be primary to any other insurance available to Insured Parties, and any insurance available to Insured Parties, shall be excess and noncontributing with respect to insurance required to be obtained by User. Certificates of Insurance and Additional Insured Endorsements are to be filed with the Location prior to commencement of any activity pursuant to this Agreement. All insurance obtained by User pursuant to this section shall not be cancelled or modified without providing Location with thirty (30) days written notice. 6. Standard of Care. User agrees to exercise all reasonable care to prevent any damage or waste of the Facility. User shall leave the Facility in a clear and orderly condition and shall repair any damage to the Facility caused by User or by any of User’s invitees. 7. Property Taxes. The Facility is, as of the date of this Agreement, exempt from property taxes. In the event User’s use of the Facility under this Agreement causes Location to lose any part of its property tax exemption, User agrees to reimburse Location for any such loss of exemption. 8. Attorney’s Fees. If either party shall bring an action or proceeding for damages for an alleged breach of any provision or this Agreement, or to enforce, protect or establish any right or remedy of either party, the prevailing party shall be entitled to recover as part of such action or proceeding reasonable attorney’s fees and court costs. 9. Jurisdiction. In the event of a dispute or legal action between the Parties, jurisdiction shall be in California and venue shall be in the court where the Facility is located. 10. As Is Condition. User shall be solely responsible for determining that the Facility may be used for the purposes authorized by this Agreement, and for complying at its sole expense with all conditions and requirements of any governmental authority having jurisdiction over such use. Location makes DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Page 4 of 5 Copyright © 2014 Roman Catholic Archbishop of Los Angeles, a corporation sole. All rights reserved. Revised 2018 no representation that the Facility may be used for the purposes which User intends. User agrees to accept the Facility “as is.” 11. Relationship with the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, principal-agent or employer-employee relationship between Location and User. User acknowledges and agrees that Location shall have no responsibility for the conduct of User’s employees, agents, representatives, officers, directors or other persons acting on behalf of or at the direction of User and that, as between Location and User, User shall be solely responsible therefor. No agency relationship, whether express or implied, between Location and User at any level shall be deemed to exist by virtue of this Agreement. 12. Legal Compliance. User shall be responsible for complying with all laws, ordinances and regulations governing User’s conduct in the performance of this Agreement, including, but not limited to all laws, ordinances and regulations requiring background checks and/or fingerprinting if User will be in contact with minors, and all permitting and licensing requirements of any governmental agencies regulating the activities described herein. User shall indemnify and hold Location harmless from any violation of the provisions of this section. 13. Integration. This Agreement contains all of the agreements between the parties on the subject matter of this Agreement, and supersedes all prior understandings, correspondence or agreements of the parties with respect thereto. This Agreement may be amended but only in writing and only if signed by both parties. 14. Remedies. Notwithstanding the above, Location, at its discretion, shall have the right to cancel and terminate this Agreement immediately and without notice upon violation of any term, covenant, condition or provision of this Agreement on the part of User. In addition, Location shall have all the remedies which may be then provided to it by law. 15. Authorized Signature. Location represents and warrants that Location is the agent for the Owner of the Facility and that Location is fully authorized to enter into this Agreement and has the right to grant User the use of the Facility described herein. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Page 5 of 5 Copyright © 2014 Roman Catholic Archbishop of Los Angeles, a corporation sole. All rights reserved. Revised 2018 IN WITNESS WHEREOF, this Agreement is entered into between the parties as of the ________ day of _____________ , 20____. User: _________________________________________________________________ Authorized Signature: ____________________________________________ Name: _______________________________ Title: _______________________ Name of Location: _____________________________________________________ Authorized Signature: ____________________________________________ Name: _______________________________ Title: _______________________ Approved By: ___________________________________________________ Name: Michael T. Davitt Title: Director of Real Estate For High Schools: ______________________________________________________ Assistant Superintendent, Dept. of Catholic Schools Upon execution of this Outside User Agreement, a copy must be submitted by the Location to the Real Estate Department of the Archdiocese of Los Angeles, and for High Schools, to the Department of Catholic Schools, along with the required certificates of insurance and additional insured endorsements. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 1 Exhibit “N” Mutual Rescission and Release Agreement THIS MUTUAL RESCISSION AND RELEASE AGREEMENT (the “Rescission Agreement”) is dated for reference purposes ___________, 2020, and is entered into by and among the ARCHDIOCESE OF LOS ANGELES EDUCATION AND WELFARE CORPORATION, a California non-profit religious corporation (the “Archdiocese”), THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, a California corporation sole (the “Archbishop”)(collectively, “Saint Monica”), 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”) (collectively, the “Parties”). RECITALS WHEREAS, Saint Monica and the City are Parties to that certain Development Agreement, dated February 8, 2011, recorded as Instrument No. 20110300047, (the “Original DA”), pursuant to which Saint Monica was granted the rights to make certain improvements to their property such as: (i) the construction of a new Community Center; (ii) upgrading both the Elementary School and High School facilities and an addition to the High School’s East Wing; (iii) conversion of space into a specialty lab for the Elementary School; (iv) renovations to the campus courtyard/playground; (v) interior renovations to the gymnasium; (vi) modernization of the existing school auditorium; and (vii) utility, interior finish and deferred maintenance upgrades. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Restated Agreement; WHEREAS, the Parties now desire to unwind and rescind the Original DA referenced in the above recital due to, among other reasons, certain events that have occurred subsequent to the Original DA which have led to the creation of an Amended and Restated Development Agreement (the “Restated Agreement”) that lays out the updated terms between the parties; and WHEREAS, to accomplish the unwinding of the Original DA, Saint Monica and the City desire to rescind the Original DA to ensure clarity and consistency that the updated terms of the Restated Agreement control the understanding and agreement between the Parties, subject to the conditions set forth below. NOW, THEREFORE, for good and valuable consideration, the Parties hereby agree as follows: 1. RESCISSION OF ORIGINAL DEVELOPMENT AGREEMENT On the terms and subject to the conditions of this Agreement, the Parties mutually agree to rescind the Original DA and that the Original DA is considered null DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 2 and void immediately upon the execution of this Rescission Agreement. Neither party owes any continuing obligation to the other party under the Original DA. 2. RELEASE The Parties release each other for any claims or liabilities which may arise under the Original DA or from the Parties’ relationship with each other through the Original DA. The Parties waive any right to bring about any claims or actions related to the Original DA now or in the future. 3. EXECUTION This Rescission Agreement shall be executed and recorded simultaneously with the execution and recording of the Restated Agreement. IN WITNESS WHEREOF, this Mutual Rescission and Release Agreement has been duly executed and delivered by the Parties’ duly authorized representatives to be effective as of the Restated Effective Date of the Restated Agreement. SAINT MONICA: ARCHDIOCESE OF LOS ANGELES EDUCATION AND WELFARE CORPORATION, a California non-profit religious corporation By: ____________________________ Name: _________________________ Title: ___________________________ THE ROMAN CATHOLIC ARCHBISHOP OF LOS ANGELES, a California corporation sole By: ____________________________ Name: _________________________ Title: ___________________________ DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 3 APPROVED AS TO FORM: Saint Monica Parish: By: ____________________________ Name: _________________________ Title: ___________________________ CITY: CITY OF SANTA MONICA, a Municipal Corporation By: __________________________ LANE DILG Interim City Manager ATTEST: By: __________________________ DENISE WARREN-ANDERSON City Clerk APPROVED AS TO FORM: By: ___________________________ GEORGE S. CARDONA Interim City Attorney DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 Approved and adopted this 24th day of November, 2020. _____________________________ K e v i n M c K e o w n , M a y o r State of California ) County of Los Angeles ) ss. City of Santa Monica ) I, Denise Anderson-Warren, City Clerk of the City of Santa Monica, do hereby certify that the foregoing Ordinance No. 2659 (CCS) had its introduction on November 10, 2020 and was adopted at the Santa Monica City Council meeting held on November 24, 2020, by the following vote: AYES: Councilmembers Davis, Himmelrich, McCowan, Winterer, Jara, Mayor Pro Tem O’Day, Mayor McKeown NOES: None ABSENT: None ATTEST: _____________________________________ _________________ Denise Anderson-Warren, City Clerk Date A summary of Ordinance No. 2659 (CCS) was duly published pursuant to California Government Code Section 40806. DocuSign Envelope ID: AC9C966C-ED3C-4763-9743-DE84D08C8813 12/14/2020