R-7921
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NO SIGNIFICANT IMPACT PROJECT
A T T A C H MEN T 0-1
CA:/RMM:SF:JG:se
city Council Meeting: 10-3-89
RESOLUTION NUMBER 7921(CCS)
Santa Monica,California
(city council Series)
A RBSOLUTION OF THE CITY COUNCIL
OF THE CITY OF BANTA MONICA
CERTIFYING THE FINAL ENVIRONMENTAL IMPACT REPORT WITH STATEMENT
OF OVERRIDING CONSIDERATIONS
ON THE PROPOSED DEVELOPMENT AGREEMENT BETWEEN
RELIANCE DEVELOPMENT GROUP AND THE CITY OP SANTA MONICA
FOR THE SANTA MONICA AIRPORT RESIDUAL LAND DEVELOPMENT PROJECT
WHEREAS, a Notice of Preparation of an Environmental
Impact Report was issued in December 1987; and
WHEREAS, a Notice of Completion of a Draft Environmental
Impact Report was published in April 1988: and
WHEREAS, a Draft Supplemental Environmental Impact
Report was prepared in response to comments received; and
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WHEREAS, a Notice of Completion of a Draft Supplemental
Environmental Impact Report was published in July 1988; and
WHEREAS, a Draft Supplemental Environmental Impact
Report No. 2 was prepared to analyze project alternatives; and
WHEREAS, a Notice of Completion of a Draft Supplemental
Environmental Impact Report No.2 was published in May 1989; and
WHEREAS, in August 1989, the Final Environmental Impact
Report was published; and
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WHEREAS, the Environmental Impact Report and all notices
were prepared in compliance with the California Environmental
Quality Act (CEQA), and the City of Santa Monica CEQA Guidelines;
and
WHEREAS, in September 1989, the santa Monica City
Planning Commission, reviewed the Final Environmental Impact
Report, and recommended its certification to the City Council;
and
WHEREAS, in October 3, 1989, the Santa Monica City
Council, as Lead City Agency, reviewed the Final Environmental
Impact Report,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA
MONICA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City council has reviewed and considered
the Final Environmental Impact Report on the project to be
developed in accordance with the proposed General Plan Amendment
and Development Agreement between Reliance Development Group and
the City of Santa Monica prior to acting on the project.
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SECTION 2. The city Council finds that the Final
Environmental Impact Report adequately reviews and analyzes
potential environmental effects of the proposed project.
SECTION 3. The City Council finds that there has been
an alteration in the project which reduces the environmental
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impacts identified in the Environmental Impact Report (EIR). The
original project identified in the EIR consisted of a four phase
development with a total of 1,369,058 gross square feet. In
response to concerns over the project's potential environmental
impacts, the applicant reduced the project to a three phase
1,078,068 gross square foot development. The City Council has
further reduced the project to 873,000 square feet.
SECTION 4. The City council makes the following
findings, consistent with Article VI, Sections 12 and 13 of the
City of Santa Monica CEQA Guidelines and Sections 15091 and 15093
of the State of California CEQA Guidelines. In addition to the
EIR, the record upon which these findings are made includes the
following, of which the City Council takes administrative notice:
Request for Development Proposals, Airport Residual Land, Santa
Monica, California, April 1986; Santa Monica Planning Commission
staff Report, November 13, 1988; Santa Monica Planning Commission
Staff Report September 1989.
(a) (l) The City Council finds that there are no feasible,
reasonable and available alternatives or further mitigation
measures to the project that would significantly and
substantially reduce the impact on the environment while
accomplishing the City goals and Objectives for use of the
Airport Residual Land Parcel contained in the Request For
Proposal (April 1986) which was approved by the city council in
February 1986.
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(2) Further, the city Council finds that the project
will transform a City-owned land asset into an innovative
aesthetically superior, high quality working environment that
produces employment, business opportunities and related community
benefits to include: a net increase of approximately 4000 jobs; a
payment of approximately $4.87 million for housing and parks
I development; a significant new revenue stream to the City of
Santa Monica: public art and art facilities both on-site and
off-site: and, a contribution of $1,173,000 towards art programs
within the City of Santa Monica. Additionally, the development
provides for a campus like environment with park like open spaces
available to project employees and the general public, accessible
theme gardens, plazas and courtyards, buildings no taller than
six stories and 84 feet with a total floor area ratio of 0.75,
and a design compatible with adjacent airport uses and the
surrounding residential neighborhood.
(b) The final EIR determined that without mitigation the
project could result in significant impacts to geology and soils
during the period of construction. (FEIR Vol.l, pg. 4.12).
Existing fill soils are not suitable for support of buildings and
could adversely affect the foundation. Combined with seismic
loads, the effect could be sufficient to make the difference
between survival and destruction of the foundation system during
a major earthquake. Further, excavation adjacent to existing
streets or utility improvements, has the potential for failure of
oversteepened soil slopes that could damage existing
improvements. Surface soils would be subject to erosion during
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the construction period, particularly if excavation occurred
during the wet winter months. consistent with Article VI, section
12 of the city CEQA Guidelines and Section 15091 of the state
CEQA Guidelines, the project will undertake the following
mitigation measures which will avoid or substantially lessen the
potential significant environmental effects identified with
respect to geology and soils:
(1) the use of 1.5:1 temporary slopes:
(2) the removal of existing paving, vegetation, and
debris from the surface of the site:
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(3) the removal of debris and organic material from the
subsurface fill prior to reuse of the fill;
(4) the preference for imported, granular fill to be
used in confined areas and for optimum drainage:
(5) the recompaction to 90% of maximum obtainable
density of all fill and natural soils used for
foundation support;
(6) the preparation of a report by the soil/foundation
engineer recommending the elimination of unsuitable
soils materials prior to construction;
(7) an assessment by the soils engineer during the
period of construction of adverse conditions and
recommended measures to reduce, eliminate or avoid
those conditions prior to continuing excavation
activities;
(8) the preparation of a comprehensive, staged erosion
control plan that would be subject to approval by
the City of Santa Monica:
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(9) any petroleum contaminated soils identified during
soil testing by Geotechnical Consultants, Inc., as
a result of underground tanks, trash, or organic
debris, will be removed from the site or treated on
site prior to development;
(10) treatment or removal of any other oontaminated
soils using an approved method required by the City
of Santa Monica.
These measures will avoid or substantially lessen the potential
for foundation failure due to existing fill soils combined with
seismic loads and thus mitigate or avoid significant
environmental effect on geology and soils identified in the final
EIR.
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(c) The final EIR determined that without mitigation the
project could result in significant seismic impacts since the
site will be exposed to earthquake groundshaking during the
expected useful lifetime of the project. (FEIR, Vol. 1, pq.
4.13). consistent with Article VI, Section 12 of the City CEQA
Guidelines and Section 15091 of the state CEQA Guidelines, the
project will undertake the following mitigation measure which
will avoid or substantially lessen the potential significant
environmental effects identified with respect to seismic:
structures would be designed in accordance with the current
Uniform Building Code, or use state-of-the-art design that goes
beyond the standards of the Uniform Building Code. This measure
will avoid or substantially lessen the potential for the site and
structures being damaged by seismic activity, and thus mitigate
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or avoid significant environmental effects as identified in the
final EIR.
(d) The final EIR determined that without mitigation the
project could result in significant impacts to: hydrology and
water quality (FEIR, Vol.l, pg. 4.21) due to soil erosion
resulting from construction activities. This soil erosion can
lead to water quality degradation downstream of the project site.
This can potentially lead to significant impacts to downstream
areas, both from degraded water quality and deposition of
sediment. consistent with Article VI, Section 12 of the City CEQA
Guidelines and Section 15091 of the State CEQA Guidelines, the
project will undertake the following mitigation measures which
will avoid or substantially lessen the potential significant
environmental effects identified with respect to hydrology and
water quality: utilizing proper soil control measures as
identified in Section 4(b) of this Resolution. These measures
/ will avoid or substantially lessen the potential for erosion
during construction leading to downstream water quality
degradation, and thus mitigate or avoid the potential significant
environmental effect on hydrology and water quality identified in
the final EIR.
(e) The final EIR determined that without mitigation the
project could result in significant impacts to: noise (FEIR,
Vol.l, pp. 4.l65-4.l68). Construction activities would
temporarily generate high noise levels on and adjacent to the
site, intermittently over the entire period of project
construction. In addition, future noise levels on and around the
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project site may increase due largely to the projected increases
in vehicular traffic on local roadways. In no case would the
completed project increase noise levels by more than two dBA over
the levels associated with the baseline conditions, an amount
just audible to most people. consistent with Article VI, Section
12 of the city CEQA Guidelines and Section 15091 of the State
CEQA Guidelines, the project will undertake the following
mitigation measures which will avoid or substantially lessen the
potential significant environmental effects identified with
respect to noise: compliance with Chapter 3A of the Santa Monica
Municipal code; compliance with the mitigation measures
identified in Section 4(i) of this Resolution which will reduce
traffic generation, and therefore noise impacts from those which
would otherwise occur~ These measures will avoid or sUbstantially
lessen the potential for temporary, intermittent construction,
and project related noise impacts, and thus mitigate or avoid the
potential significant environmental effect on noise identified in
the final EIR.
(f) The final EIR determined that without mitigation the
project could result in significant impacts to: employment and
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housing (FEIR Vol.l, pp. 4.187-4.207 and Vol.4, p. 6.24). The
project has a net increase of 3,866 jobs for the project.The
principal adverse impact associated with employment is the
increase in demand for housing. The final EIR projeotions and
analysis indicate that project related demand for housing would
be met by projected increases in supply of housing. Consistent
with Article VI, Section 12 of the City CEQA Guidelines and
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Section 15091 of the State CEQA Guidelines, the project will
undertake the following mitigation measure which will avoid or
sUbstantially lessen the potential significant environmental
effects identified with respect to employment and housing:
payment of a housing and park mitigation fee of $4.87 million
pursuant to Santa Monica City ordinance No. 1367. This measure
will avoid or substantially lessen the potential for an increase
in demand for housing, and thus mitigate or avoid the potential
significant environmental effect on employment and housing
identified in the final EIR.
(g) The final EIR determined that without mitigation the
project could result in an adverse, but not significant, impact
to aesthetics and view (FEIR, Vol. 1, pp. 4.215-4.224). Views for
between three and five single-family residences located on the
two northern most cul-de-sacs (Marine Street and Navy Street)
west of Grand View Boulevard, and between National Boulevard and
Stanwood Drive, in the City of Los Angeles, would be
incrementally screened or blocked. Consistent with Article VI,
Section 12 of the City CEQA Guidelines and section 15091 of the
State CEQA Guidelines, the project will undertake the following
mitigation measures which will avoid or substantially lessen the
potential adverse, although not significant, effects identified
with respect to aesthetics and view: project buildings will be
I sited and designed to provide view corridors and the project will
be required to provide the maximum protection of existing views
and enhancement of the view from many perspectives; setbacks and
view corridors provided in the proposed project would mitigate
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the overall aesthetic impacts of the project. Although the
project impacts have not been identified as significant, these
measures will avoid or substantially lessen the potential for
view blockage to the three to five homes as identified in the
final EIR.
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(h) (1) The Final EIR determined that the development of
the project could result in a significant impact to traffic and
circulation. A total of 12 intersections in the a.m. peak
period, and 16 intersections in the p.m. peak period are
projected to have significant impacts. However, all
intersections can be mitigated. (FEIR Vol. 1, pp. 4.24-4.146,
Vol. 3 pp.3.1-3.22, Vol 4, pp 2.14-2.17 and 6.24-6.25)
Consistent with Article VI, section 12 of the City CEQA
Guidelines and Section 15091 of the state CEQA Guidelines, the
City finds that the circulation mitigation measures as identified
in Attachment 1 of this Resolution, will mitigate, avoid or
substantially lessen the potential significant traffic
circulation impacts. These mitigation measures are within the
control and jurisdiction of the City of Los Angeles, and the City
of Culver city, are feasible, and can be implemented by both
agencies. In addition, the funds necessary to implement such
changes are, or will be made, available to both agencies as
identified in Attachment 2 of this Resolution.
(2) Further, the City council finds that the
implementation of the traffic mitigation measures as identified
in Attachment 1 of this Resolution, will mitigate or avoid
significant environmental effects. (FEIR, Vol. 4 pg. 6.24-6.28).
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The Development Agreement requires funds in excess of $1,791,200
to be available specifically for traffic circulation improvements
in the City of Los Angeles and the City of Culver City which will
mitigate or avoid the project's potential significant
environmental impacts.
(1) (1) In the event the city of Los Angeles and the City
of CUlver city do not implement the circulation mitigation
measures necessary to mitigate the significant environmental
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impacts, the Final EIR determined that the development of the
project could result in a signifioant impact to traffic
circulation (FEIR. Vol. 3, pp. 3.4-3.22, Vol. 4, pp. 6.24-6.28).
Should the City of Los Angeles and the City of Culver City fail
to implement the mitigation measures, consistent with Article VI,
Section l3 of the City CEQA guidelines, and sections 15091 and
15093 of the state CEQA guidelines, the City Council, based on
the findings in Sections 4(a) and 5 of this Resolution, hereby
makes a Statement of Overriding Consideration.
(2) The City council finds that the following specific
mitigation measures will mitigate or avoid the significant
impacts to traffic circulation identified in the environmental
analysis:
(a) a requirement to design and implement a
Transportation Demand Management (TDM) Program,
(b) a requirement to comply with any future
transportation systems management ordinance adopted
by the City applicable to similar development
projects,
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(c) a requirement for staggered work hours among
tenants and their employees:
Cd) a condition that the developer perform or fund the
substantial circulation improvements identified in
Attachments 1 and 2 of this Resolution, to mitigate
the traffic impacts of the project;
(e) maintenance of an on-site staging area for
construction vehicles during the construction of
the projectt
(f) prohibition of drive-through and drive-in
restaurants;
(g)
a requirement to work with bus lines to improve
service to the project; and provisions for car-pool
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vans and employee shuttles.
These measures will mitigate or avoid the potential impact on
traffic circulation, and therefore, the City Council finds that,
as substantially mitigated by the above specified requirements,
there will be no significant impact on circulation.
(j) (1) The final EIR determined that with the
implementation of the mitigation measures identified in
Attachments 1 and 2 of this Resolution, the development of the
project will result in no significant impacts on traffic
circulation. (FEIR, Vol. 4, pg. 6.24-6.28). without mitigation,
a total of twelve (12) intersections were identified as having
significant impacts in the morning peak period and a total of
sixteen (16) intersections were identified as having significant
impacts in the evening peak period. With mitigation, a total of
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twelve (12) intersections in the morning peak period, and
eighteen (18) intersections in the evening peak period will
improve beyond their current level of service. Even without the
project, three (3) intersections identified as having significant
impacts are projected to have Level of Service F within two
years. Consistent with Article VI, section 13 of the City CEQA
Guidelines and sections 15091 and 15093 of the State CEQA
Guidelines, the city Council, based on the findings in Sections
4(a) and 5 of this Resolution hereby makes a statement of
Overriding Consideration.
(2) Further, the City Council finds that the
Development Agreement includes the following specific mitigation
measures which will mitigate or avoid the significant effects
identified in the Final EIR:
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(a) a requirement to design and implement a
Transportation Demand Management (TDM) Program:
(b) a requirement to comply with any future
transportation systems management ordinance adopted
by the City applicable to similar development
projects;
(c) a requirement for staggered work hours among
tenants and their employees:
(d) a condition that the developer perform and fund the
substantial circulation improvements identified in
Attachments land 2 of this Resolution, to mitigate
the traffic impacts of the project;
(e) maintenance of an on-site staging area for
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construction vehicles during the construction of
the project;
(f) prohibition of drive-through and drive-in
restaurants;
(g) a requirement to work with bus lines to improve
service to the project;
(h) provisions for vans and employee shuttles.
These measures will significantly avoid or reduce the potential
impact on traffic circulation, therefore, the City council finds
that, as sUbstantially mitigated by the above specified
requirements, the potential impact on circulation is acceptable.
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(k) (1) The Final EIR found that with the implementation of
the mitigation measures identified in Attachment 1 of this
Resolution, the development of the project could result in a
significant impact to air quality due to construction related
mobile emissions and particulate matter/fugitive dust which would
be generated during site preparation activities. (FEIR, Vol. 1,
pp. 4.154-4.159, Vol. 3, pp. 3.23 & 24 and Vol. 4, pg. 6.24.)
Consistent with Article VI, Section 13 of the City CEQA
Guidelines and sections 15091 and 15093 of the state CEQA
Guidelines, the City Council, based on the findings in Section
4(a) and 5 of this Resolution, hereby makes a statement of
OVerriding Consideration.
(2) Further, the City Council finds that the
Development AgreeMent includes the following specific mitigation
measures which will mitigate or avoid significant air quality
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I effects:
(a) a requirement to keep construction equipment in
proper tune, and that such equipment not be
operated during first or second stage smog alerts,
and that the developer use reasonable watering
techniques to reduce dust during construction;
(b) a requirement to design and implement a
Transportation Demand Management and Emissions
Abatement Program;
(c) a condition that the developer perform the
circulation improvements specified in Attachments 1
and 2 of this Resolution, which will facilitate
traffic flow, thereby reducing air quality impacts
which would otherwise occur:
(d) a requirement that the project comply with the
energy conservation features specified in Section 6
and Attachment 1 of this Resolution, which will
reduce energy consumption from that which otherwise
would occur, thereby reducing emissions associated
with energy generation.
These measures will mitigate or avoid potential impact on air
quality, and therefore, the City Council finds that, as
/ substantially mitigated by the specified requirements, there is
no significant impact on air quality.
SECTION 5. In the event any of the adverse
environmental effects identified in the Final EIR are not
considered substantially mitigated within the meaning of Article
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VI, section 13 of the City CEQA guidelines, and Section 15093 of
the state CEQA guidelines, the City Council finds that the
benefits of the project outweigh its unavoidable environmental
risks for the following reasons;
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(1) The project is expected to contribute $2.03 billion
in total ground rent to the City of Santa Monica
throuqhout the life of the project which amount
otherwise will not be available to the City and
which will permit the City to maintain and expand
eventual City services including police, fire, and
capital improvements;
(2) the project will increase employment opportunities
within the community by approximately 3,866 jobs;
(3) the project will contribute $4.87 million for
housing and parks development which will help the
City to alleviate the shortage of affordable
housing within the community:
(4) the project will provide a contribution of
$1,173,000 towards public art programs within the
City of Santa Monica thereby enhancing the quality
of life of the community;
(5) the project will provide a campus like environment
that will make available to project employees and
the general public readily accessible park like
open spaces, gardens, plazas and courtyards, at a
location which at present is underutilized and
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devoted solely to commercial and airport uses;
and with implementation of the project circulation
(6)
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improvements as identified in Attachment 1 of this
Resolution, and mitigation measures as identified
in Section 4 (j) of this Resolution, the project
will improve beyond their current levels of service
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twelve (12) intersections in the morning peak
traffic period and eighteen (18) intersections in
the evening peak traffic period than otherwise
would occur without the project.
SECTION 6. Pursuant to Public Resources Code section
21081.6, the mitigation measures requires by this Resolution
shall be monitored by the City to ensure their compliance during
project implementation in accordance with the requirements of the
Development Agreement, Disposition and Development Agreement, and
Ground Lease. The monitoring program shall include the filing of
periodic reports and, as required by the Development Agreement,
Disposition and Development Agreement, or Ground Lease, the
hiring by the developer or the city of staff whose principal
function shall be to implement the mitigation measures.
SECTION 7. The City council certifies that the
environmental review for the project was conducted in full
compliance with State and City CEQA Guidelines, that there was
adequate public review of all Draft and Supplemental
Environmental Impact Reports, that the city Council has
considered all comments on each Draft and Supplemental
Environmental Impact Reports and responses to comments, that the
Final Environmental Impact Report adequately discusses all
significant environmental issues, and that the City Council has
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considered the contents of the Final Environmental Impact Report
in its decision-making process.
SECTION 8. The City clerk shall certify to the
adoption of this Resolution, and thenceforth and thereafter the
same shall be in full force and effect.
APPROVED AS TO FORM:
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October 10, 1989
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4IlTTACHMENT 1 TO THE RESOL~N_CE~TIFYING THE EIR
EXHIBIT '1)"
DEVELOPMENT AGREEMENT between
mE CITY OF SAm A MONICA, and RELIANCE DEVELOPMENT GROUP. INC,
Requirements of th~ G~nera) Services De~artment
OFF-SITE TRAFFIC IMPROVEMENTS
1. The Developer shall design and construct the foHowing street and intersection
improvements in the City of Santa Monica, the City of Los Angeles and Culver City.
Phase 1
Bundv Dove & Santa Monica Freeway Eastboundn on.ramp - - Cut-back the
raised median on the nonhbound Bundy Drive approach and re-stripe both
the northbound and southbound approaches to provide a second left-turn lane
in the southbound approach. This would result in dual left-turn lanes and two
through lanes in the southbound approach.
Bundy Drive & Ocean Park Boulevard - - Re-stripe the exterior eastbound
through lane to a shared through/right-turn lane.
Bundy Drive & National Boulevard - - Widen (and re-stripe both approaches)
on Bundy Drive between Airport Avenue and a pomt north of National
Boulevard on the west side (using Santa Monica Municipal Airport Propeny)
to provide three through lanes on both the northbound and southbound
approaches. This would result in three through Janes and an exclusIve nght-
turn lane on the nonhbound approach and two left-turn lanes and three
through lanes on the southbound approach.
Bundy Drive & Airport Avenue - - Widen (and re-stripe both approaches)
Bundy Drive between National Boulevard and a point 400 feet south of
Airport Avenue on the west side to provide three through lanes on both
Bundy Drive approaches. This would result in three through lanes and two
exclusive right-turn lanes on the southbound approach and one left-turn lane
and three through lanes on the northbound approach. Widen Airpon Avenue
to provide three left-turn lanes and a right.tum lane.
Centinela Avenu~ & Palms Boulevard - - Re-stripe both Centinela Avenue
approaches to provide a southbound right.tum lane.
· Sawtelle Boulevard & NatiQnal Boulevard - - Widen both the northbound and
southbound Sawtelle Boulevard approaches to add an exclusive right-turn
lane. This would result in a single left-turn lane, two through lanes and a
single right-turn lane for both the northbound and southbound Sawtelle
Boulevard approaches and a single left-turn I$!le, two through lanes and a
shared through/right-turn Jane for the National Boulevard eastbound
approach. Widen the eastbound National Boulevard approach to the San
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Diego Freeway Southbound on-ramp to add a third through lane. The
Developer and the City of Santa Monica mumaUy recognize that the
eastbound curb lane must operate as an exclusive right turn lane until the
San Diego Freeway southbound on-rnmp approach is widened in connection
with Phase 2.
Phase 2
· 23rd Street & Ocean Park Boulevard. - Re-stripe and remove parking on
eastbound Ocean Park Boulevard approach to provide two through lanes and
a right turn lane.
Centinela Av~nue & Silnta MQnic~ Freewav westbound on/off ramos - .
Remove the existing raised median and re-stripe the northbound Centinela
Avenue approach to provide a second exclusive left-turn lane resulting in a
dual left-turn lane and one through lane. In conjunction WIth this
improvement, the median on the westbound on~ramp should be cutback to
better facilitate the northbound dual left-turn lane.
Centinela Avenue & Ocean Park Boulevard - _-_Remove the eXIsting raised
center medIan on the eastbound Ocean Park Boulevard approach and re-
stripe both eastbound and westbound approaches to provide a second
eastbound left-turn lane. This would result in two left-turn lanes, one through
lane, and a shared through/right-turn lane on the eastbound approach. In
addition, the signal should be modified to provide a fully-actuated left-turn
east-west phase resulting in a three-phase signal.
Bundv Dnve & Olvm!Jic Boulevan;i - - \Viden the northbound Bundy DrIve
approach to provide an exclusive right-turn lane resulting in a single left-turn
lane~ three through lanes and a single right-turn lane.
Centmela Avenue & Rose Avenue - - Re-stripe both Centmela Avenue
approaches to provide a southbound right-turn lane.
San Diego Freeway southbound on-rilm!> & National Boulevard - - WIden the
eastbound National Boulevard approach to provide an exclusive right-turn
lane resulting in one through lane, one shared through/right-turn lane and a
single right-
turn lane. In conjunction with this improvement, cutback the southbound on-
ramp curb lane to better facilitate the eastbound dual right-turn lanes.
San Diego Freeway nonhbound off-ram!> & National BO\1I~r(f - - Re-stripe
off-ramp to provide a left-turn lane and a shared left/right-turn lane.
Phase 3.
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Barrington Avenue & National Boulevard - - Re-stripe the southbound
Barrington Avenue approach to provide an exclusive right-turn lane..
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· Barrin~on Avenue & Gatewav Boulevard - Re-stripe the northbound
Barrin~on Avenue approach to -provide a second left-turn lane resulting in
two left-turn lanes, two through lanest and a right-turn lane. The signal
should also b~ modified to provide a left-turn east/west, protected phase
resulting in a three-phase signal.
2. The Developer shall construct and install all necessary equipment at each of the
following intersections to link those intersections to the City of Los Angeles' Depan-
ment of Transponation Automated Traffic Surveillance and Control (A TSAC)
system:
Phase 1
· Each of the following intersections located in the City of Los Angeles:
Bundy Drive and Ocean Park Boulevard
Bundy Drive and National Boulevard
Bundy Drive and Airport Avenue
Centinela Avenue and Palms Boulevard
Centinela Avenue and Venice Boulevard
Each of the following intersections located in Culver Cay'
Centinela Avenue and Washington Place
Centinela Avenue and Washington Boulevard
Phase 2
Each of the followmg mtersectlons located In the CIty of Los Angeles.
Centinela Avenue and Rose Avenue
Bundy Drive and Pico Boulevard
OTIIER TRAFFIC
3. The Developer shall maintain a two lane, improvedt paved, and constructed roadway
from Bundy/Centinela to the Airport Administration Building without interruption
throughout construction of the Project and thereafter.
4. The Developer shall maintain a two lane access roadway to the Lear Astronics
parking lot witbout interruption throughout construction of the Project and
thereafter.
S. No Project traffic (either commuter or construction) shall be permitted onto tbe
Airport perimeter roadway or the Airport taxiways.
6. The Developer shall obt:lin all permits and approvals for the use, restriction
or closure of any public streets which may be required in connection with the
construction of the Project or the Off-Site Traffie Improvements.
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7. The Developer shall main~ai"- access to the building at 3300 Airport Avenue through
April 30, 1990.
ENGINEERING
8. The Developer shall prepare civil engineering pJ:mc:. for allan-site and off-site traffic
improvements, infrastructure improvements and utilities located the City of Santa
Monica. Such p]::ln~ shall be submitted to the Oty Engineer for review and approval
in accordance with standards and conditions which are consistent with those imposed
on similar projects.-The-Oeveloper shall prepare civil engineering plans for all off-
site improvements located in the City of Los Angeles and Culver City. Such plans
shall be submitted to the appropriate Los Angeles City or Culver City department
or agency. as applicable, for review and approval.
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9. The Developer shall submit for the review and approval by the Director of General
SeIVlces a shoring pl~ where shoring may be required, to be prepared by a
competent registered engineer. The Developer shall pay a fee for tlebacks in the
public nght-of-way which shall be $300 for each tieback that extends 20 feet or less
below grade and $150 for each tieback that extends greater than 20 feet below
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10. The Developer shall subm1t for review and approval by the Director of
General Services a comprehensive soil erosion control plan prepared by a
competent registered engineer. The plan shall provide specific designs.
measures, and improvements that wiIl mitigate potential gullying and sedlmem
caused by water run--off from the site both during constructlon and after the
Project is complete.
WATER AND \VASTEWATER
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11. The Developer shall install new sewer mains WIthin the Project whIch shall be bullt
to City standards and which shall additionally serve existing facilities at the Santa
Monica Municipal Airpon south of the runway as of the Effective Date. The
location and size of these sewers shall be determined when the location, size, and
extent of on-site Recycling System, discussed in the Agreement are finalized. The
Developer shall improve the existing sewer line below Airport Avenue extending
from the Project to the sewer line located below 23rd Street and Walgrove Avenue
on the west side of the Airport to the extent necessary to serve the Project (or, with
the consent of the City Engineer extending from the Project to the existing sewer
line located along the western boundary of the Property). New on-site sewer mains
shall connect to the City system below Airport Avenue west of the development
The Developer shall grant to the Oty easements and access to all sewers and
appurtenances which are to become a part of the Oty sewer system..
12 The Developer shall install a new 12" water main which shall be built to City
standards below the service road along the northerly boundaJy of the Project from
the west end of the Project to approrimately the Los Angeles Qty limits, where it
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will reconnect with the existing 12" !'1~in around the east end of the Airport runway.
The Developer shall pay the cost of relocating any Airport service connections to the
new m~in as required. and of abandoning the old ",ain_ The Oty sball have the
option of keeping title to any of the abandoned materi~l~. but shall not be required
to dispose of any abandoned materials not wanted.
The Developer shall install to City standards all on-site mains, service cOlUlections,
metcrs and backfIow prevention devices which may be required for water service to
the Project.
The Developer shall grant to the City easements and access to all water mains and
appurtenances which are to become part of the City water distribution system.
13. The Developer shall install to City standards fire hydrants along the northerly
perimeter water main and within the Project site as required by the Director of
General Services and the Fire Department.
14. Water and sewer utilities shall be maintained to serve the AIrport without
interruption throughout construction of the Project and thereafter.
MISCET .T ANEODS
15. Power, gas, and telephone utility services shall be maintained to serve the Airport
without interruption throughout construction of the Project and thereafter, except
such interruptions which receive the prior written approval of the Santa Monica
Airport Director.
16. The Developer shall install street lighung improvements as required by the Director
of General Services. All street lighting Improvements must be in conformance with
the Illuminating Engineers Society Standards for collector streets. Project street
lighting shall not create glare for pilots landing at or taking off from the Airport.
17. The Developer shall prepare and submit a refuse collection site and access plans to
be reviewed and approved by the Director of General Services.
18. The Developer shall provide an on-site recycling system within each building
designed to capture aluminum cans, office paper, newspaper~ glass bottles,
corrugated paper~ and other waste products for collection by a recycling agency. The
on-site system shall accommodate the use by businesses located in the Project as well
as provide drop-off recycling areas for use by employees who bring recyclable
material to the Project for collection.
The Developer shall prepare a plan to minimize organic waste that includes the
composting of landscaping wastes at an off-site location if a compost site is provided -
by the City within lOOCY of the Project or legally divided parcel therein.
19. The Developer shall CODStruct or install one or more covered, but not enclosed. bus
stop shelter(s) along the sidewalk adjacent to Bundy Drive bordering the Project
subject to approval by the Director of Tran~rtation for the Oty of Santa Monica
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and in cooperation with tbe appropriate agency in the City of Los Angeles. In
desiening the bus shelter(s), the Developer shall consider pollution levels adjacent
to the Project. The bus shelter(s) shall be within the public right of way on a site
specially dedicated for this purpose. The bus sbelter(s) shall be designed to
complement the design of the Project.
20. The Developer shall plant street trees on the ponion of the Propeny located along
Bundy Drive in accordance with City of Los Angeles regulations concerning street
tree plantings along that street.
21. The Director of General Services and Developer may agree upon substitute
improvements for any of the foregoing (except those improvements and mitigations
which are required by the Environmental Impact Report for the Project), which are
designed to improve traffic, utility, drainage, or erosion conditions related to the
Project so long as the total cost of such substitute improvements does not exceed the
total estimated cost of the deleted requirements, computed on the date upon whIch
a contract is entered into for the substitute improvements.
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411 ATTACHMENT 2 TO THE RESOtlfION CERTIFYING THE EIR~
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EXHIBIT "E"
DEVELOPMENT AGREEMENT between
THE CITY OF SANTA ~OrnCA ancj RELIANCE DEVELOPMENT GROUP. INC.
Off-Site Traffic Improyements and Traffic Capital Costs
1. Desie:n and _Construction of Off-Site Traffic Improvements. Except as
otherwise specifically provided in the Agreement. as hereinafter defined, or this Exhibit "E"
thereto, the Developer, at its sole cost and expense, shall design and construct the Off~Site
Traffic Improvements which are listed in Exhibit "0" to the Agreement for each Phase of
the Project in connection with the development by the Developer of such Phase.
2 Definitif;ms. For purposes of this Exhibit "E", the following terms and phrases
shall be interpreted as hereinafter defined. unless the context clearly mdicates a contrary
intent of the parties:
Agreement: The Development Agreement entered-into between the City of
Santa Monica and Reliance Development Group to which this ExhIbit "E" is attached and
incorporated therein.
Applicable Junsdlction: For the Los Angeles Improvements. the City of Los
Angeles and for the Culver City Improvements. Culver City.
Applicable Junsdiction Selected Contractor: As defined in Section 5(e) of
this Exhibit fiE".
Approved Contractors: As defmed in Section 3(c) of this Exhibit "E".
Approved Plans: As defined in Section 3(c) of this Exhibit "E".
Culver City Improvements: Those Off-Site Traffic Improvements to be
located in Culver City.
Excess Traffic Caoital Costs: As defined in Section 8(a)(ii) of this Exhibit
"E" .
Final Certificate: The Certificate of Occupancy issued by the City of Santa
Monica for the last building or parking structure to be constructed in the last Phase of the
Project.
First Certificate: The first Certificate of Occupancy issued by the Cty of
Santa Monica for a building or parking structure in a Phase of the Project
First Certificate Issuance Date: The date upon which the First Certificate for
a Phase is issued by the Oty of Santa Monica.
Imorovements Contract: As defined in Section S(c) of this Exlu"bit-go.
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Los An~eles Imnrovementc;: Those Off-Site T~ffic Improvements to be
located in the City of-Los Angeles.
Plan Revisions: As defined in Section Sea) of this Exhibit "E".
Rejected Im!>rovements: As defined in Section 5(t) of this Exhibit "E".
R~jected Im!>rovements Letter of Credit: As defined in Section 5(t) of this
Exhibit "E".
Reserved Im~rovements: As defined in Section 5(c}(i) of this Exhibit liE".
Reserved Im!>rovements Piiyment: As defined in Section S(c)(i) of thiS
Exhibit "E".
Santa Monica Im!>rovements: Those Off-Site Traffic Improvements to be
located in the City of Santa Monica.
Santa Monica Im~rovements Contract: As defined in Section 4(b) of thIS
Exhibit "E".
Selected Contractor: As defined in Section 4(b) of thiS Exhibit "E".
Traffic Capital Costs: The total costs, which are properly characteriz.:d as
capital expenditures in accordance with generally accepted accounting principles consistently
applied, and whIch are demonstrated by the Developer to have been expended or paid by
the Developer or for the account of the Developer for the following Off-Site Traffic
Improvements and Traffic Mitigation ParJdng Spaces and not reimbursed or reimbursable
to the Developer by third panies:
(I) The follOWIng dIrect costs properly attributable to
construction of the Off-SIte Traffic Improvements:
(A) All reasonable fees and costs paId to engineers
and engineering firms in connection with the design of the Off~Site Traffic
Improvements.
(B) AIl right of way acquisition costs which have been
reasonably approved by the City of Santa Monica prior to the expenditure of
such costs by the Developer. With respect to each particular right of way
acquisitiol\ the Developer shall submit to the City of Santa Monica an initial
written recommendation of the proposed maximum acquisition cost and, if the
Developer subsequently desires to increase the proposed maximum acquisition
cost, Developer shall submit a supplemental written recommendation.. The
City of Santa Monica shall review the initial written recommt:ndation within
sixty (60) days and any supplemental written recommendation within ten (10)
days following submkqon to the City of Santa Monica and shall approve the
proposed m~_Yimum cost for each right of way acquisition in those
recommendations within those time periods, unless the aty of Santa Monica
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can establish that the proposed maximnm acquisition cost is ex~-5-~ive under
the cir~t~n~ (in which case the Qty of Santa Monica sball be deemed
to bave approved the proposed m3nmum acquisition cost in the written
recomm~ndations except for that ponion which the City of Santa Monica can
establish is excessive). The parties hereto expressly acknowledge that it may
be reasonable and necessary for the Developer to recommend a proposed
maximum cost for acquisition of a particular required right of way which is
significantly higher than the market or appraised value for that right of way
in order to facilitate the development of the Project in a diligent manner and
that such proposed maximum acquisition cost shall not be deemed excessive
under such circumstances.
(C) All fees and costs paid to Selected Contractor(s)
under Santa Monica Improvements Contract(s) and Applicable Jurisdiction
Selected Contractor(s) under Applicable Jurisdiction Improvements
Contract(s) entered into by the Developer pursuant to this Exhibit "E"t
including fees and costs in excess of the original contract amount of such
Improvement Contracts so long as such excess fees and costs are paid
pursuant to the terms of such Improvement Contracts or approved by the
Cityt which approval shall not be unreasonably withheld or delayed.
(D) The total sum of all Reserved Improvements
Payments under Section 5(c) of this Exhibit nE".
(E) Any amounts drawn by the City of Santa MODIca
from the Rejected Improvements Letter of Credit and paid to the Applicable
Jurisdiction under Section 5(f)(iv) of this Exhibit "E".
(F) The following fees and costs incurred as a result
of a final nonappealable Judgment pursuant to Section 7 of this Exhibit "E":
(1) all fees and costs described in
subsectiOns (A). (B) or (C); and
(2) the amount of any judgment to be
paid in lieu of performing the Off-Site Traffic Improvements.
(G) The total sum of any such other fees or costs paid
to third parties or entities which the City of Santa Monica and the Developer
mutually agree in writing. with specific reference to this Exhibit "E"t
constitute Traffic Capital Costs.
(ii) All direct construction costs for labor, materials and
equipment, including costs paid to contractors and subcontractors, properly -
altnDutable to the construction of the Traffic Mitigation Parking Spaces.
Notwithstanding anything to the contrary above, no fees or costs paid to
attorneys. architects. accountants or other professionals (other than engineers or
engineering finns) and DO financing costs shall be included in Traffie Capital Costs.
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Traffic Ca!>ital Costs Base: As defined in Section 8(a)(i) of this Exhibit "E".
Traffic Mitigation Fee: As defined in Section 8(b) of this Exhibit "E".
Traffic Mitigation Parking: S!'3ces: Parking spaces at the Project that,
pursuant to Developers roM Program under Section 6(h) of the Agreement, as approved
by the City Manager of the City of Santa Moni~ are dedicated during the entire term of
the Agreement for use exclusively by car-pools and van-pools or, if approved in writing by
the City Manager with-specific reference to this Exhibit "E", for other similar traffic
mitigation purposes. provided in any case that no fee, rent or other charge is imposed for
the use of such spaces during the term of the Agreement.
In addition, other defined terms and phrases in this Exhibit "E" shall have the meanings
attributed thereto in the Agreement.
3. Plans and Bids. With respect to all of the Off-Site Traffic Improvements,
including the Santa Monica Improvemen~ the Los Angeles Improvements, and the Culver
City Improvements prior to the issuance by the City of Santa Monica of a building permit
for the construction of any building or parking structure in any Phase of the Project or any
portion thereof:
(a) Developer shall submit for approval of the City of Santa Moruca
detailed plan~ and specifications prepared by a qualified licensed civil engineer selected by
Developer for all of the Off-Site Traffic Improvements required for that Phase. The plans
and specifications for the Santa Monica Improvements shall be generally in accordance with
the standards, requirements and common practices of the City of Santa Monica. The plans
and specifications for the Los Angeles Improvements and the Culver City Improvements
shall be generally in accordance with the standards, requirements and common practices
of the Applicable Jurisdiction. The City of Sama Maruca shall not unreasonably WIthhold
or delay its approval of the plans and speClfications submitted by the Developer under this
subsection (a).
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(b) Developer shall submit for approval of the City of Santa Monica a list
of licensed contractors whom Developer believes are qualified to perform the Off-Site
Traffic Improvements required for the Phase, which approval shall not be unreasonably
withheld or delayed.
(c) Following approval by the City of Santa Monica of the licensed
con~actor(s} pursuant to subsection (b) ("Approved Contractors") and the plans and
speCIfications for all of the Off-Site Traffic Improvements required for the Phase pursuant
to subsection (a) ("Approved Plans"), Developer shall obtain written bids from at least three
(3) of the Approved Contractors to perfonn the necessary work under the Approved Plans
f~r the required Off-Site Traffic Improvements for the Phase and shall submit such written
buts to the City of Santa Monica.. Each written bid shall separately delineate the amount
of the bid attributable to each particular Off-Site Traffic Improvement which is part of the
required Off~Site Traffic Improvements for the Phase.
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4. Santa Monica Imorovements. The Developer may enter into a written
contract ("Santa Monica Improvements Contract") with the Approved Contractor who has
submitted the lowest responsible written bid or another Approved Contractor mutually
agreed upon by the City of Santa Monica and the Developer ("Selected Contractor") to
perform all of the Santa Monica Improvements required for the Phase pursuant to the
Approved Plans. Unless mutually approved by the City of Santa Monica and the
Developer, the Santa Monica Improvements Contract shall be for an amount not to exceed
the written bid submilted by the Selected Contractor for performance of the Santa Monica
Improvements. The Oty of Santa Monica shall have the right to review and approve the
Santa Monica Improvements Contract, which approval shall not be unreasonably withheld
or delayed.
5. Los Ane.eles Imorovements and Culver City ImDrovements. With respect to
any of the Los Angeles Improvements and the Culver City Improvements:
(a) All of the Los Angeles Improvements and Culver City Improvements
required for a Phase shall be constructed in accordance with the Approved Plans and any
reVlSions to the Approved Plans upon which the City of Santa Monica. the Developer and
the Applicable Jurisdiction may mutually agree ("Plan Revisions"). In the event that the
City of Santa Monica, the Developer and the ApplIcable Jurisdiction mutually agree upon
Plan Revisions to the Approved Pla~ the Developer shall obtain and submit to the City
of Santa Monica written bids from at least three (3) of the Approved Contractors to
perform the required Los Angeles Improvements and the Culver City Improvements for the
Phase under the Approved Plans, as modified by the Plan RevisioDS. Each written bid shall
separately delineate the amount of the bid attnbutable to each particular Los Angeles
Improvements or Culver City Improvements which is part of the required Los Angeles
Improvements and Culver City Improvements for the Phase.
(b) Developer agrees to use due diligence to apply for, and Developer's
best efforts to obtain, any necessary permits and approvals from the Apphcable JurisdIction
to construct the Los Aflgeles Improvements and Culver City Improvements required for a
Phase In accordance WIth the Approved Plans and any Plan ReviSIons thereto. In
connection with any application to the Applicable Jurisdiction for the issuance of permits
and approvals to construct the required Los Angeles Improvements and Culver City
Improvements for a Phase, the Developer shall submit to the Applicable Jurisdiction the
Approved Plans and any Plan Revisions thereto for such Los Angeles Improvements or
Culver City Improvements, as applicable and the lowest responsibJe written bid submitted
by an Approved Contractor to perform such Los Angeles Improvements or Culver City
Improvements in accordance with the Approved Plans and any Plan Revisions thereto.
(c) In the event that:
have:
(i) The Applicable Jurisdiction determines that it desires to
(A) all or any portion of the Los Angeles Improvements
or the Culver City Improvements, as applicable, constructed directly by the
Applicable Jurisdiction or its contractors ('"Reserved Improvements-); and
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(B) the cost of the Reserved Improvements, as estimated
by the Applicable Jurisdiction. paid directly to the Applicable Jurisdiction
("Reserved Improvements Payment").
(ii) The Applicable Jurisdiction delivers a written notice of
its determination under subsection (i) to the City of Santa Monica and the
Developer specifying the Reserved Improvements for the Phase within thirty
(30) days following submission by the Developer to the Applicable
Jurisdiction of the lowest responsible written bid from an Approved
Contractor to perform the Los Angeles Improvements or the Culver City
Improvements, as applicable, pursuant to subsection (b),
(iii) The amount of the Reserved Improvements Payment
does not exceed the total amount of the lowest responsible written bid from
the Approved Contractor to perform the Reserved Improvements which was
submitted by the Developer pursuant to subsection (b) or such other amount
as may be mutually agreed upon by the City of Santa Monica and the
Developer, and
(iv) The Applicable Jurlsdlction enters mto a written
agreement WIth the City of Santa Monic 1d the Developer upon terms and
conditions which are acceptable to the City of Santa Monica and the
Developer, in their reasonable Judgmen4 which provides written assurances
to the City of Santa Monica and the Developer of the full and timely
completion of the Reserved [rrorovemenlS by the AppJicable Jurisdiction and
releases the City of Santa Mo.uca and the Developer from any responsibility
for the performance of the Reserved Improvements or for the payment or
reimbursement of any costs or expenses in connection therewith, other than
the Reserved Improvements Payment,
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then the Developer shall pay to the Apphcable Junsdictlon within thirty (30) days following
execution of the written agreement under subsection (iv). a sum equal to the Reserved
Improvements Payment. Upon payment by Developer to the Applicable Jurisdiction of the
Reserved Improvements Payment. the City of Santa Monica shall not withhold or delay the
issuance of the First Certificate or any subsequent Certificate of Occupancy which may be
required in connection with any building or parking structure in the Phase on the basis of
non-completion of any Reserved Improvements. If the Applicable Jurisdiction fails to
deliver timely written notice to the City of Santa Monica and the Developer under subsec-
tion (ii) or otherwise fails to comply with the provisions of this subsection (e), the
Developer shall have no obligation to pay the Reserved Improvements Payment to the
Applicable Jurisdiction or to consent to any request or proposal from the Applicable
Iurisdiction to bave the Los Angeles Improvements or the Culver City Improvements, as
applicable, for the Phase perfonned by the Applicable Jurisdiction or its contractor.
(d) The obligation of the Developer to construct the Los Angeles
Improvements and the Culver City Improvements for any Phase (other than the Reserved
Improvements) and, except as expressly provided in Sections S(e) and 7. the obligation of
the Developer to bear any cost and expense in connection with the Los Angeles
Improvements and the Culver Oty Improvements for any Phase [other than costs and
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expenses for acts required under Sections 3. Sea), 5(b). See) and 5(0] is expressly contingent
upon the prior issuance by the Applicable Jurisdiction of all necessary permits and
approvals for the performance of such Los Angeles Improvements and the Culver City
Improvements.
(e) In the event that the Applicable Jurisdiction issues the necessary
permits and approvals to construct the Los Angeles Improvements and the Culver City
Improvements for any Phase of the Project in accordance with the Approved Pla.m: and any
Plan Revisions thereto at any time prior to the issuance of the FinaJ Certificate for a
building or parking stmctuTe in the last Phase of the Project. the Developer shall enter into
a wntten contract ("Applicable Jurisdiction Improvements Contract") with the Approved
Contractor who has submitted the lowest responsible written bid or another contractor
mutually agreed upon by the City and the Developer ("Applicable Jurisdiction Selected
Contractor") to perform the Los Angeles Improvements and the Culver City Improvements
which are covered by such bid and which are the subject of the permits and approvals
issued by the Applicable Jurisdiction. In the event that at the time of the issuance of the
necessary permits and approvals by the Applicable Jurisdiction. the lowest responsible
wntten bid from an Approved Contractor to construct the Los Angeles Improvements and
the Culver City Improvements which was submitted by the Developer to the City of Santa
Monica under subsection (b) is no longer valid, the Developer shall obtain and submit to
the City of Santa Monica new written bids from at least three (3) of the Approved
Contractors to perform the Los Angeles Improvements and the Culver City Improvements
to which the permits and approvals relate. In such event" the Developer shall enter into
the Applicable Jurisdiction Improvements Contract with the Approved Contractor who has
submitted the new lowest responsible written bid or another Approved Contractor mutually
agreed upon by the City of Santa Monica and the Developer and that Approved Contractor
shall be deemed the Applicable Jurisdiction Selected Contractor. Unless mutually approved
by the City of Santa Monica and the Developer, the Applicable Jurisdiction Improvements
Contract shall be for an amount not to exceed the written bid submitted by the Applicable
Junsdlction Selected Contractor to perform the Los Angeles Improvements and the Culver
City Improvements which are the subject of the Applicable Jurisdiction Improvements
Contract. The City of Santa Monica shall have the right to review and approve the
Applicable Jurisdiction Improvements Contract, which approval shall not be unreasonably
withheld or delayed. Unless otherwise determined by the final nonappealable judgment of
a court of competent jurisdiction pursuant to Section 7, neither the Developer nor the City
of Santa Monica shall be obligated to payor incur any costs in connection with lhe
petformance of the Los Angeles Improvements and the Culver City Improvements which
would not have been paid or incurred if the Applicable Iurisdiction had issued necessary
permits and approvals to construct the Los Angeles Improvements and the Qdver City
Improvements in due course upon Developer's proper application therefor made in
accordance with the provisions of this Agreement, provided, however, that if the Developer
actually pays or incurs such costs in accordance with this Exhibit "'E' (whether or not
pursuant to a final nonappJicabJe judgment of a court of competent jurisdiction) and if such
costs would otherwise qualify as "'Traffic Capital Costs" as defined herein, such costs shaJI
constitute Tl":lffi,= Capital Costs for which the Developer may be entitled to reimbursement
under the provisions of Section 8 of this Exhibit T. .
(f) H the Developer has used due ~mgencc and its best efforts to apply
for and obtain the necessary permits and approvals from the Applicable Jurisdiction to
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construct the Los Angeles Improvements and the Culver City Improvements for a Phase in
accordance with the Approved Plans and any Plan Revisions thereto. but the Applicable
Jurisdiction bas declined or refused to issue the necessary permits and approvals for
performance of any of the Los Angeles Improvements and the Culver City Improvements,
except for the Reserved Improvements. as of the date on which the First Certificate would
be issued for a building or parking structure in that Phase but for noncompletion of such
Los Angeles Improvements and the Culver City Improvements ("Rejected Improvements"),
the City of Santa Monica shall not withhold or delay the issuance of the First Cenificate
or any subsequent Certificate of Occupancy which may be required in connection with any
building or parking structure in the Phase on the basis of the non-completion of the
Rejected Improvements. As a condition precedent to the issuance by the City of Santa
Monica of the First Cenificate or any subsequent Cenificate of Occupancy for the Phase
under this subsection (t). the Developer shall deposit with the City of Santa Monica an
unconditional irrevocable letter of credit as security for the obligations of the Developer
to perform the Los Angeles Improvements and the Culver City Improvements under
subsection (e) ("Rejected Improvements Letter of Credit"). Each Rejected Improvements
Letter of Credit shall meet the following requirements:
(i) The Rejected Improvements Letter of Credit must be an
irrevocable letter of credit issued by a national bank and In a form and
content approved by the City Manager of the City of Santa MOniCa.. which
approval shall not be unreasonably withheld or delayed.
(ii) The initial Rejected Improvements Letter of Credit shall
have an expiratlon date which is the first anniversary date of the First
Cenificate Issuance Date for the Phase.
(Iii) The amount of each Rejected Improvements Letter of
Credit shall be a sum equal to the total amount attnbutable to the Rejected
Improvements in the then most current lowest responsIble written bid
submitted by an Approved Contractor. which amount shall be increased by
the same percentage as the percentage increase, if any. in the Dodge Building
Cost Index for Los Angeles as of the second full month preceding the date
of the Rejected Improvements Letter of Credit over the Dodge Building Cost
Index for Los Angeles as of the date of the then most current lowest
responsible written bid. provided that. in the event that as of the First
Cenificate Issuance Date. the Developer has submitted a written report
pursuant to subsection (8)(a)(ii) demonstrating that the Developer has paid
Traffic Capital Costs equal to or in excess of the Traffic Capital Costs Base
defined and determined pursuant to Section (8)(a)(i). the amount of the
Rejected Improvements Letter of Credit shall be equal to one-half (1/2) of
the then most current lowest responsible written bi~ which amount shall
similarly be increased by tbe Dodge Building Cost Index, as provided in this
subsection (Hi).
(iv) In the event that the Developer rail~ to timely perform
any of the Los Angeles Improvements and the CUlver Oty Improvements
following issuance of all necessary permits and approvals therefor from the
Applicable Jurisdiction and f:lih: to cure its nonperformance following thirty
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(30) days written notice from the City Manager of the City of Santa Monica
to the Developer, the City Manager or his designee may unilaterally draw
upon the Rejected Improvements Letter of Credit upon presentation of a
sight draft to the issuing national bank to the extent required (as determined
by the City Manager in his sole discretion) to complete performance of the
Los Angeles Improvements and the Culver City Improvements which are the
subject of the notice from the City Manager to the Developer. Nothing in
this subsection (IV) is intended. nor should be construed, to limit the
obligation of the Developer to perform the Los Angeles Improvements and
the Culver City Improvements for which the necessary permits and approvals
have been issued by the Applicable Jurisdiction nor to limit the obligation of
the Developer to pay for the costs and expenses in connection therewith to
the amount of the Rejected Improvements Letter of Credit.
(v) If aU of the funds represented by the initial Rejected
Improvements Letter of Credit or any successor letter of credit hereunder
have not been drawn by the City of Santa Maruca prior to expiration thereof
pursuant to subsection (iv). then at least twenty (20) days prior to expiration
of the initial Rejected Improvements Letter of Credit or any successor letter
of credit hereunder, the Developer shall obtain and. _deliver to the City of
Santa Monica a successor letter of credit which is identical to the then current
Rejected Improvements Letter of Credit except for the issue date (which shall
be the date of issuance of the successor letter of credit), the expiration date
(which shall be the first anniversary of the date of the successor letter of
credit) and the amount (which shall be an amount equal to the sum of the
pnncipal amount of the then current Rejected Improvements Letter of Credit
Jess amounts drawn by the City of Santa Monica therefrom under subsection
(iv). which sum shall be increased by the same percentage as the percentage
Increase. if any. in the Dodge Building Cost Index for Los Angeles as of the
second full month precedmg the issue date of the successor Jetter of credit
over the Index as of the second full month preceding the issue date of the
then current Rejected Improvements Letter of Credit). Upon delivery by the
Developer of a successor letter of credit to the City of Santa Monica, the City
of Santa Monica shall return the then current Rejected Improvements Letter
of Credit to the Developer and the successor letter of credit shall thereafter
be deemed the Rejected Improvements Letter of Credit for purposes of this
subsection (t). In the event that the Developer fails to provide a successor
letter of credit at least twenty (20) days prior to the expiration date of the
then current Rejected Improvements Letter of Credit in accordance with the
provisions of this subsections (v) above and (g)(i) below, the City Manager,
upon presentation of a sight draft to the issuing national bank. may draw all
funds represented by the then current Rejected Improvements Letter of
Credit. Any funds so drawn shall be held by the City of Santa Monica for use
in accordance with subsection (iv) md, if any of the funds are not so utilized
by the City of Santa Monica as of the date of issuance of tbe rIDal Certificate
for the last Phase, such funds shall be returned by the Oty of Santa Monica
to the Developer.
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(g) In the event that Developer has used due diligence and its best efforts
to apply for and obt.;:tin the necessary permits and approvals from the Applicable
Jurisdiction to construct the Los Angeles Improvements and the Culver City Improvements
in accordance with the Approved PJan~ and any Plan Revisions thereto, but the Applicable
Jurisdiction has declined or refused to issue the necessaIY pennies and approvals for
performance of any of the Los Angeles Improvements and the Culver City Improvements
as of the date on which the Final Certificate is issued for a building or parking structure
in the last Phase of the Project:
(i) The then current Rejected Improvements Letter of Credit
and all funds represented thereby which have not been drawn by the City of
Santa Monica in accordance with subsections (f)(iv)and (O(v) (and if the City
of Santa Monica has drawn on the Rejected Improvements Letter of Credit,
all funds, if any, whIch have not been applied by the City of Santa Monica as
of the issuance date of the Final Certificate for performance of the Rejected
Improvements or which the City of Santa Monica is not obligated to apply for
such purpose pursuant to binding legal agreements in effect as of that date]
shall be returned to the Developer and the Developer shall have no
obhgation to replace or renew the Rejected Improvements Leuer of Credn
or provide any other irrevocable letter of credit or other form of SeCLInty for
the performance of any of the Los Angeles Improvements and the Culver City
Improvements under Section 5(e) or otherwise in thIS Exhibit "E";
(ii) Except as provided in Section 7, the Developer shall have
no obhgation to construct such Los Angeles Improvements and the Curver
City Improvements; and
(lil) Except as provided in Section 7, the Developer shall have
no obhgation to bear any costs and expenses in connection WIth such Los
Angeles Improvements and the Culver City Improvements.
6. Issuance of Building Permits and Certificates of Occu~ancv. Neither the
commencement nor the completIon of any of the Off-Site Traffic Improvements whJch are
required for a Phase are a condition precedent for the issuance by the City of Santa
Monica of any building permit or any related permit for the construction of a building or
parking structure in that Phase. However, no Certificate of Occupancy for any building or
parking structure in the Phase will be issued by the City of Santa Monica until full
completion of all required Off-Site Traffic Improvements for that Phase, except:
(a) As specifically provided in this Exhibit "E"; or
(b) With respect to Los Angeles Improvements and the Culver City
Improvements for which all necessary permits and approvals have been issued by the
Applicable Jurisdiction prior to the First Certificate Issuance Date for that Phase, in the
event that the Developer has used due diligence to apply for and obtain such required
permits and approvals and. if obtained. has then proceeded in a diligent m~nn~r to perform
the Los Angeles Improvements and the Culver City Improvements pursuant to such permits
or approvals but:
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(i) all of such Los Angeles Improvements and the Culver
City Improvements have not been fully completed as of the date on which the
First Certificate for that Phase would be issued by the City of Santa Monica
but for tbe non<ompletion of the Los Angeles Improvements and the Culver
City Improvements, and
(ii) such non-completion is principally related to delays by
the Applicable Jurisdiction in the issuance of the necessary permits and
approvals to construct the Los Angeles Improvements and the Culver City
Improvements,
then the City of Santa Monica shall not withhold or delay the issuance of the First
Certificate or any subsequent Cenificate of Occupancy required in connection with any
building or parking structure for the Phase on the basis of the non~completion of such Los
Angeles Improvements and the Culver City Improvements for which permits and approvals
have been issued, provided that prIor to issuance of the First Certificate the Developer
delivers a bond acceptable to the City of Santa Monica In its reasonable judgment for
completion of such Los Angeles Improvements and the Culver City Improvements for the
Phase and a written guaranty acceptable to the City of Santa Monica in its reasonable
judgment of the full completion by the Developer of such Los Avgeles Improvements and
the Culver City Improvements.
7. Final Judicial A<;tion. In the event that a final nonappealable judgment of a
coun of competent jurisdiction holds that:
(a) notwithstandmg the proVlslOns of Section 5(g)(il) of this Exhibit "En,
the Developer has obligations to construct the Los Angeles Improvements and the Culver
City Improvements for a Phase subsequent to the issuance of the Final Certificate for the
last Phase of the Projec4 or
(b) notwithstanding the provisions of Section 5{g)(ii) of this Exhibit "E",
the Developer has obligations 10 pay for the costs and expenses of the Rejected
Improvements for a Phase subsequent to the issuance of the Final Certificate for a building
or parking structure in the last Phase of the Project, or
(c) notwithstanding the provisions of Section See). the Developer has
obligations to pay any increase in costs in the performance of the Los Angeles
Improvements and the Culver City Improvements which the Developer reasonably believes
would not have been incurred if the Applicable Jurisdiction had issued the necessary
permits and approvals to construct such Los Angeles Improvements and the Culver City
Improvements in due course upon the Developer"s proper application therefor9
then the Developer shall comply with the terms and conditions of the final nonappealable
judgment. Except as otherwise specifically provided in this Agreemen~ the DDA, the
Ground Leases or other applicable agreements between the Qty of Santa Monica and the
Developer. the City of Santa Monica and the Developer shall each bear their respective
attorneys. fees and court costs in connection with any legal action related to their respective
rights and obligations pursuant to this Exhibit -E-.
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8. Traffic Capital Costs
(a) With respect to the responsibilities of the Developer and the City of
Santa Monica as to the payment and reimbursement of any Tr~ffic Capital Costs incurred
in connection with the Project:
. (i) The Developer shall pay all Traffic Capital Costs until
the total of the Traffic Capital Costs equals the sum of One Minion Seven
Hundred Ninety..Qne Thousand Two Hundred Dollars (Sl~791,200) ["Traffic
Capital Cost Base"]~ provided that if the Maximum floor Area of the Project
listed under subsection 3(b)(i) of the Agreement is less than 1~015,OOO square
feet, the Traffic Capital Cost Base shall be reduced by a percentage equal to
one-half (1/2) of the percentage decrease in the listed Floor Area below
1.015,000 square feet.
(ii) If the total amount of all Traffic Capital Costs paid by
the Developer in connection with the Project exceeds the Traffic Capital Cost
Base ("Excess Traffic Capital Costs") the Developer shall be entitled to
reimbursement from the City of Santa Monica for one-half (1/2) of the
amount of the Excess Traffic Capital Costs paid by the Developer. As a
condition precedent to the City of Santa Monica's obligation to reimburse the
Developer for the City of Santa Monia.s one-half (1/2) share of the Excess
Traffic Capital Costs. within five (5) years after the applicable Tr:lffic Capital
Costs are paid by the Developer, the Developer must submit to the City of
Santa Monica a written report of an independent Cenified Public Accoun-
tant, who shall be satisfactory to the City of Santa Moni~ certified as true
and correct by the Developer's Chief Financial Officer, showing in detail the
amounts actually paid by the Developer for Traffic Capital Costs as of the
date of the written repon together with a written request for reimbursement
by the Developer. Such written report shall be prepared in accordance with
generally accepted accounting principles applied on a consistent basis. Within
thirty (30) days following receipt of such written report and written request
for reimbursement, the City of Santa Monica shall refund to the Developer
one.half (1/2) of the Excess Traffic Capital Costs paid by the Developer as
shown by such written report. The Developer shall request reimbursement
of the City of Santa Monica's one-half (1/2) share of the Excess Traffic
Capital Costs no more frequently than once each calendar year quarter.
With respect to each written repon and request for reimbursement submitted
by the Developer, the City of Santa Monica have the right to perform or have
pedormed an audit of the Traffic Capital Costs expended by the Developer
for the Project and, if the amount of the Excess Tr-tffic Capital Costs
requested by the Developer exceeds the actual amount deter:mined by the
audit report of the City of Santa Monica to be reimbursable by the Qty of
Santa Monica under this subsection (b)~ the Developer shall promptly refund
such excess :lmount to the Oty of Santa Monica together with interest on the
amount of the excess reimbursement from the date of receipt tl1ereof by the
Developer at the rate announced from time to tim~ by Union Bank or its
successor (Of, if no successor~ by an equivalent ('.:<llj(omia b:lnk:). In addition,
if the amount of the excess Traffic Capital Costs requested by the Developer
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exceeds the actual amount that is reimbursable according to the audit report
of the City of Santa Monica by two percent (2%) or more, the Developer
shall pay the audit costs incurred by the City of Santa Monica.
(ill) In addition to the written report required under
subsection (ll), within thiny (30) days following the end of each calendar
quarter during the term of the Agreement. the Developer shall provide the
City of Santa Monica with a quarterly status report of Tr;t.ffic Capital Costs.
if any, incurred in the prior calendar quarter as well as copies of
documentation evidencing such costs. Failure by the Developer to timely
provide such a quarterly report and documentation shall not excuse. reduce
or delay the obligations of the City of Santa Monica to reimburse the
Developer for one-half (1/2) of any Excess Traffic Capital Costs pursuant
to subsection (ii), provided however that for any quarterly period for which
the Developer fails to timely provide the City of Santa Monica with the
quarterly report and documentation pursuant to this subsection (Hi), any
written report required under subsection (ii) which relates to Traffic Capital
Costs incurred in that quarterly period. shall be an audited report.
(b) Prior. and as a condition precedent to. the issuance the First
Certificate for Phase 1 of the ProJect, the Developer shall subiriit to tbe City of Santa
Monica a written report whIch meets the requirements of subsection 8(a)(ii) detailing the
amounts actually paid by the Developer for Traffic Capital Costs as of the date of the
report. If the aggregate amount actually paid by the Developer for Traffic Capital Costs
as demonstrated by such written report is less than the Traffic Capital Cost Base. then as
an additional condition precedent to the issuance of a First Certificate for Phase I, the
Developer shall pay to the City of Santa Monica the amount of the difference between the
Traffic Capital Cost Base and the aggregate amount theretofore actually paid by the
Developer for Traffic Capital Costs ('Traffic Mitigation Fee") as demonstrated by such
written report. The City of Santa Moruca may elect by written notice to Developer to
utilize all or any portion of the Traffic Mitigation Fee for such purposes as the City of
Santa Monica may determine in Its sole and absolute discretion. If, subsequent to
Developer's payment of the Traffic Mitigation Fee, the Developer actually pays additional
Traffic Capital Costs in connection with the development of the Project and provides a
request for reimbursement and a written report pursuant to subsection (a)(ii). the City of
Santa Monica shall refund to the Developer the amount or amounts of such costs in the
aggregate not exceeding the amount of the Traffic Mitigation Fee paid to the City of Santa
Monica.
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Adopted and approved this loth day of October, 1989.
D~ 7MJ~
I hereby certify that the foregoing Resolution No. 7921(CCS)
was duly adopted by the city council of the City of Santa Monica
at a meeting thereof held on October 10, 1989 by the following
Council vote:
Ayes: councilmembers:
Abdo, Jennings, Reed, Mayor Zane
Noes: Councilmembers:
Finkel, Genser, Katz
Abstain: Councilmembers:
None
Absent: Councilmembers:
None
ATTEST:
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